UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 1-8519
CINCINNATI BELL INC.
 
Ohio
 
31-1056105
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
221 East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
(513) 397-9900
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
Common Shares (par value $0.01 per share)
 
New York Stock Exchange
6 3 / 4 % Convertible Preferred Shares
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes   x     No   o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  o      No   x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
   Yes   x     No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and


 
 
 

will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
x
  
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
  
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o No   x
The aggregate market value of the voting common shares owned by non-affiliates of the registrant was $0.6 billion, computed by reference to the closing sale price of the common stock on the New York Stock Exchange on June 30, 2011, the last trading day of the registrant’s most recently completed second fiscal quarter. The Company has no non-voting common shares.

At January 31, 2012, there were 196,589,670 common shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the Company’s 2012 Annual Meeting of Shareholders are incorporated by reference into Part III of this report to the extent described herein.

 


Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

TABLE OF CONTENTS
 
 
 
 
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Mine Safety Disclosures - not applicable
 
 
 
 
 
 
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This report contains trademarks, service marks and registered marks of Cincinnati Bell Inc., as indicated.


Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

Part I
Item 1. Business
General
Cincinnati Bell Inc. and its consolidated subsidiaries (the "Company" or "we") is a full-service regional provider of data and voice communications services over wireline and wireless networks, a full-service international provider of data center colocation and related managed services, and a reseller of information technology ("IT") and telephony equipment. The Company provides telecommunications service to businesses and consumers in the Greater Cincinnati and Dayton, Ohio areas primarily on its owned wireline and wireless networks with a well-regarded brand name and reputation for service. The Company also provides business customers with outsourced data center colocation operations in world-class, state-of-the-art data center facilities, located in the Midwest, Texas, England and Singapore. In connection with the data center colocation operations in the Midwest, the Company also provides business customers with a full range of managed IT solutions.
The Company operates in four segments: Wireline, Wireless, Data Center Colocation, and IT Services and Hardware.
The Company is an Ohio corporation, incorporated under the laws of Ohio in 1983. Its principal executive offices are at 221 East Fourth Street, Cincinnati, Ohio 45202 (telephone number (513) 397-9900 and website address
http://www.cincinnatibell.com). The Company files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC") under the Exchange Act. These reports and other information filed by the Company may be read and copied at the Public Reference Room of the SEC, 100 F Street N.E., Washington, D.C. 20549. Information about the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy statements, and other information about issuers, like the Company, which file electronically with the SEC. The address of that site is http://www.sec.gov. The Company makes available its reports on Form 10-K, 10-Q, and 8-K (as well as all amendments to these reports), proxy statements and other information, free of charge, at the Investor Relations section of its website.
Wireline
The Wireline segment provides local voice, data, long distance, entertainment, voice over internet protocol ("VoIP"), and other services over its owned and other wireline networks. Local voice services include local telephone service, switched access, and value-added services such as caller identification, voicemail, call waiting, and call return. Data services include high-speed internet using digital subscriber line ("DSL") technology and over fiber using its gigabit passive optical network ("GPON"). Data services also provide data transport for businesses, including local area network ("LAN") services, dedicated network access, and metro ethernet and dense wavelength division multiplexing ("DWDM")/optical wave data transport, which principally are used to transport large amounts of data over private networks. Cincinnati Bell Telephone Company LLC ("CBT"), a subsidiary of the Company, is the incumbent local exchange carrier ("ILEC") for the approximate 25-mile radius around Cincinnati, Ohio which includes parts of northern Kentucky and southeastern Indiana. CBT has operated this ILEC territory for approximately 140 years, and approximately 95% of Wireline voice and data revenue for 2011 was generated within this ILEC territory. Long distance and VoIP services include long distance voice, audio conferencing, VoIP and other broadband services including private line and multi-protocol label switching ("MPLS"), a technology that enables a business customer to privately interconnect voice and data services at its locations. Entertainment services are comprised of television through our Fioptics product suite, which covers about 20% of Greater Cincinnati, and DirecTV® commissioning over the Company’s entire operating area. Other services primarily include inside wire installation for business enterprises, rental revenue, public payphones and clearinghouse services.
The Company has expanded its voice and data services beyond its ILEC territory, particularly in Dayton and Mason, Ohio, through the operations of Cincinnati Bell Extended Territories LLC ("CBET"), a competitive local exchange carrier ("CLEC") subsidiary of CBT. CBET provides voice and data services on either its own network or through purchasing unbundled network elements ("UNE-L" or "loops") from various incumbent local carriers. The ILEC and CLEC territories are linked through a Synchronous Optical Fiber Network ("SONET"), which provides route diversity between the two territories via two separate paths.
Voice services
The Wireline segment provides voice services over a digital circuit switch-based network to end users via access lines. In recent years, the Company’s voice access lines have decreased as its customers have increasingly employed wireless technologies in lieu of wireline voice services ("wireless substitution"), have migrated to competitors, including cable

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Form 10-K Part I
 
Cincinnati Bell Inc.

companies that offer VoIP solutions, or have been disconnected due to credit problems. The Wireline segment had 621,300 voice access lines in service on December 31, 2011 , which is a 7.8% and 14.1% reduction in comparison to 674,100 and 723,500 access lines in service at December 31, 2010 and 2009 , respectively.
In order to minimize access line losses and to provide greater value to its customers, the Company provides bundled offerings that enable customers to bundle two or more of the Company’s services, such as wireless and a phone line, at a lower price than if the services were purchased individually. The Company believes its ability to provide voice, high-speed internet, wireless, and entertainment services to its customers allows it to compete effectively against national communications companies in Greater Cincinnati, most of which either are not able to provide or have not effectively provided these bundled offerings of products to consumers. The Company has approximately 426,000 residential customers in Greater Cincinnati and Dayton, Ohio, 52% of which bundle two or more Company products and 17% of which bundle three or more Company products.
The Wireline segment has been able to partially offset the effect of access line losses on revenue in recent years by:
(1) increasing high-speed internet penetration, particularly with its Fioptics service;
(2) increasing entertainment revenue with more Fioptics fiber-to-the-home and internet protocol television ("IPTV")
subscribers; and
(3) increasing the sale of audio conferencing and VoIP services.
Data
Data revenue consists of data transport, DSL high-speed internet access, Fioptics high-speed internet access, and LAN interconnection services. The Company’s wireline network includes the use of fiber optic cable, with SONET rings linking Cincinnati’s downtown with other area business centers. These SONET rings offer increased reliability and redundancy to CBT’s major business customers. CBT has an extensive business-oriented data network, offering high-speed and high capacity data transmission services over an interlaced ATM — Gig-E backbone network.
The Company had 218,000 , 228,900 , and 233,800 DSL high-speed internet subscribers at December 31, 2011 , 2010 , and 2009 , respectively. In addition, the Company also had 39,300 , 27,200, and 13,800 Fioptics high-speed internet customers at December 31, 2011 , 2010 , and 2009 , respectively. The Company was able to provide DSL high-speed internet service to 96% of its ILEC territory and its fiber-based Fioptics high-speed internet to about 20% of its ILEC territory as of the end of 2011 .
Long distance and VoIP services
The Company provides long distance and VoIP services primarily through its Cincinnati Bell Any Distance Inc. ("CBAD") and eVolve Business Solutions LLC ("eVolve") subsidiaries. These entities provide long distance and audio conferencing services to business and residential customers in the Greater Cincinnati and Dayton, Ohio areas as well as VoIP and other broadband services, including private line and MPLS, within and beyond its traditional territory to business customers. Residential customers can choose from a variety of long distance plans, which include unlimited long distance for a flat fee, purchase of minutes at a per-minute-of-use rate, or a fixed number of minutes for a flat fee. At December 31, 2011 , CBAD had approximately 447,400 long distance subscribers, compared to 482,800 and 508,300 long distance subscribers at December 31, 2010 and 2009 , respectively. The decrease in long distance subscribers from 2010 was primarily driven by a 9% decline in residential subscribers, consistent with the CBT access line loss.
VoIP services are provided to business customers in the Company’s traditional Greater Cincinnati and Dayton, Ohio operating territory and, to a lesser extent, to businesses outside of this area, primarily in Ohio, Indiana, Illinois, and Kentucky. The Company believes its VoIP operations will expand in Greater Cincinnati and Dayton, Ohio as business customers continue to look for alternatives to traditional ILEC-based operations and as the VoIP technology continues to improve. VoIP access line equivalents totaled 40,700 and 33,400 at December 31, 2011 and 2010, respectively.
Entertainment
The Company’s improvement of its wireline network over the last several years has included capital expenditures for fiber optic cable in limited areas. The large bandwidth of fiber optic cable allows the Company to provide customers with its Fioptics product suite of services, which include entertainment, high-speed internet and voice services, in areas in which fiber optic cable is laid. In 2011, the Company launched its IPTV platform. This technology generally involves fiber facilities to the neighborhood node, and then copper-based facilities for the "last mile" to the consumer household. Because Fioptics IPTV uses the existing cable network, the capital costs are less than half of Fioptics fiber to the home. The Company first focused its fiber network expenditures on high traffic areas, such as apartments and condominium complexes as well as business office

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Form 10-K Part I
 
Cincinnati Bell Inc.

parks. As of December 31, 2011 , the Company “passes” 134,000 entertainment eligible units and had 39,600 Fioptics entertainment subscribers.
The success of the fiber investment is based in large part on the ability to attract a high percentage of customers that are passed with the fiber very quickly after fiber is made available to particular neighborhoods. The Company’s consumer penetration rate has been more than 30% within twelve months of deploying Fioptics in a particular area.
Fioptics offers the following as of December 31, 2011 :
350 entertainment channels, including digital music, local, movie, and sports programming, as well as Indian and Spanish-language packages;
80 high-definition channels;
Parental controls, HD DVR and Video-on-Demand;
High-speed internet from 10 mbps to 100 mbps; and
Local voice and long distance services.
In addition to providing entertainment through Fioptics to about 20% of Greater Cincinnati, the Company also is an authorized sales agent and offers DirecTV® satellite programming to customers in substantially all of its operating territory through its retail distribution outlets. The Company does not deliver satellite television services. Instead, DirecTV® pays the Company a commission for each subscriber and offers a bundle price discount directly to the Cincinnati Bell customers subscribing to its satellite television service. At December 31, 2011 , 2010 , and 2009, the Company had 39,300, 36,900, and 30,000 customers, respectively, that were subscribers to DirecTV®.
Other
The Company provides building wiring installation services to businesses in Greater Cincinnati and Dayton, Ohio on a project basis.
CBT’s subsidiary, Cincinnati Bell Telecommunications Services LLC, operates the National Payphone Clearinghouse ("NPC") in an agency function, facilitating payments from inter-exchange carriers to payphone service providers ("PSPs") relating to the compensation due to PSPs for originating access code calls, subscriber 800 calls, and other toll free and qualifying calls pursuant to the rules of the Federal Communications Commission ("FCC") and state regulatory agencies. As the NPC agent, the Company does not take title to any funds to be paid to the PSPs, nor does the Company accept liability for the payments owed to the PSPs.
On August 1, 2011, the Company sold substantially all of the assets associated with its home security monitoring business, Cincinnati Bell Complete Protection Inc. ("CBCP"). CBCP provided surveillance hardware and monitoring services to residential and business customers in the Greater Cincinnati area.
Wireless
Cincinnati Bell Wireless LLC ("CBW") provides advanced digital wireless voice and data communications services through the operation of a Global System for Mobile Communications/General Packet Radio Service ("GSM") network with a 3G Universal Mobile Telecommunications System ("UMTS") and 4G High Speed Packet Access+ ("HSPA+") network overlay, which is able to provide high-speed data services such as streaming video. Wireless services are provided to customers in the Company’s licensed service territory, which includes Greater Cincinnati and Dayton, Ohio, and areas of northern Kentucky and southeastern Indiana. The Company’s customers are also able to place and receive wireless calls nationally and internationally due to roaming agreements that the Company has with other carriers. The Company’s digital wireless network utilizes approximately 460 cell sites in its operating territory. The Company’s digital wireless network also utilizes 50 MHz of licensed wireless spectrum in the Cincinnati Basic Trading Area and 40 MHz of licensed spectrum in the Dayton Basic Trading Area. The Company owns the licenses for the spectrum that it uses in its network operations. As of December 31, 2011 the Wireless segment served approximately 459,000 subscribers, of which 311,000 were postpaid subscribers who are billed monthly in arrears and 148,000 were prepaid i-wireless SM subscribers who purchase service in advance.
In 2011, the Company began upgrading its network to 4G ("fourth generation") using HSPA+ technologies, which provides for a better user experience when a large quantity of data is passed through the wireless network, such as for streaming video and gaming applications. This upgrade occurs largely through software enhancements and additional fiber optic cable installations.

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Form 10-K Part I
 
Cincinnati Bell Inc.

The full implementation of this network will likely take several years, and the Company may lag behind certain of the national competitors in construction of the 4G network and the speeds associated with this network.
The Wireless segment competes against all of the national wireless carriers by offering strong network quality, unique rate plans, which may be bundled with the Company’s wireline services, and conveniently located retail outlets. The Company’s unique rate plans and products include a smartphone family plan, an unlimited everyday calling plan to any Cincinnati Bell local voice, wireless or business customer and Fusion WiFi, which utilizes Unlicensed Mobile Access technology for enhanced in-building wireless voice reception and faster rates of data transmission compared to alternative wireless data services. In addition, the Company also offers several family voice service plans, which allows the first subscriber to get a wireless voice service plan at the regular price and then each additional family member can be added at a lower price.
In December 2009, the Company sold 196 wireless towers, which represented substantially all of its owned towers, for $99.9 million in cash. CBW continues to use these towers in its operations under a 20-year lease agreement. Also during 2009, the Company sold almost all of its owned wireless licenses for areas outside of its Cincinnati and Dayton, Ohio operating territories.
Service revenue
A variety of monthly rate plans are available to postpaid subscribers. These plans can include a fixed or unlimited number of national minutes, an unlimited number of Cincinnati Bell mobile-to-mobile minutes (calls to and from the Company’s other Wireless subscribers), an unlimited number of calls to and from a CBT access line, and/or local minutes for a flat monthly rate. For plans with a fixed number of minutes, postpaid subscribers can purchase additional minutes at a per-minute-of-use rate. Postpaid subscribers are billed monthly in arrears.
Prepaid i-wireless SM subscribers pay in advance for use with pay per minute, pay by day, pay by week, or pay by month rate plans. Weekly and monthly smartphone plans are also available for prepaid i-wireless SM subscribers. In 2011, CBW began offering prepaid service plans utilizing lifeline subsidies from Ohio and Kentucky, which are discounted versions of our standard prepaid service plans to certain customers who receive government assistance. As of December 31, 2011, CBW had approximately 18,000 lifeline subscribers.
A variety of data plans are also available as bolt-ons to voice rate plans for both postpaid and prepaid subscribers. The Company has focused its efforts for the past several years on increasing its subscribers that use smartphones, which are able to browse the internet and use high-speed data services and high-level operating platforms. These smartphones require that subscribers purchase data plans, and, as a result, the Company’s 2011 data plan revenue per subscriber has increased by 24% for postpaid subscribers compared to 2010 . Smartphone prepaid and postpaid subscribers have increased from 105,000 at December 31, 2010 to 125,000 at December 31, 2011 , and represent 27% of total subscribers at the end of 2011 . Data offerings provided by the Company include text and picture messaging, mobile broadband, multi-media offerings, and location-based services.
Revenue from other wireless service providers for use of the Company’s wireless networks to satisfy the roaming requirements of the carrier’s own subscribers and reciprocal compensation for other carriers’ subscribers who terminate calls on CBW’s network, accounted for less than 1% of total 2011 segment revenue. Prior to the sale of wireless towers in December 2009, Wireless also recognized colocation revenue, which is rent received for the placement of other carriers’ radios on CBW towers.
Equipment revenue
As is typical in the wireless communications industry, CBW sells wireless handset devices at or below cost to entice customers to use its wireless services, for which a recurring monthly fee is charged. The Company is increasingly using equipment contracts for its postpaid subscribers. These contracts require the customer to use the CBW monthly service for a minimum period of two years in exchange for a deeply discounted wireless handset. As of December 31, 2011 , 57% of postpaid customers were under contract. Sales take place at Company retail stores, on the Company’s website, via business sales representatives, and in independent distributors’ retail stores pursuant to agency agreements. CBW purchases handsets and accessories from a variety of manufacturers and maintains an inventory to support sales.





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Form 10-K Part I
 
Cincinnati Bell Inc.

Data Center Colocation
The Data Center Colocation segment provides data center colocation services to businesses worldwide, with a particular focus on serving large global enterprises. This segment supports enterprise clients in many industries, including energy, oil and gas, mining, medical, technology, finance and consumer goods and services. On June 11, 2010, the Company purchased Cyrus Networks, LLC, a data center operator based in Texas, for approximately $526 million, net of cash acquired, which was subsequently merged into its CyrusOne Inc. subsidiary ("CyrusOne"). Services are offered through the Company’s CyrusOne, Cyrus One UK Limited, and GramTel Inc. subsidiaries.
The Company owns or leases 22 properties in Texas, Ohio, Kentucky, Indiana, Michigan, Illinois, Arizona, England and Singapore. As of December 31, 2011, the 20 operating data center facilities had capacity of 763,000 square feet and 673,000 square feet were under contract with customers, resulting in an 88% utilization rate of the available data center space.
Our data centers are top tier facilities, offering best-in-class performance and reliability for high power density and availability. Design architectures in our best facilities support power requirements exceeding 250 kilowatts per square foot and provide optimal redundancy, efficiency, security and reliability. Our power and cooling architectures utilize advanced components and are designed with parallel redundancies. Our data centers provide sufficient available power to run almost any IT hardware product and application, and sufficient cooling capacity to maintain optimal temperature in the data center despite the heat produced by the IT equipment. Redundant power architectures support continuous availability of power to customers' critical information systems and equipment. This redundant power architecture includes separate transformers with separate parallel underground utility feeds, dual power feeds from multiple power distribution units within each enclosure, and multiple generators, fuel tanks and batteries.
The Company's cooling design architecture includes advanced cooling equipment systems each independently dual-powered for redundancy. In addition, chilled water is leveraged at some locations where available. Ambient temperature and humidity are strictly monitored by the network operations center.
To provide flexibility and adaptability for customers, we have adopted a carrier neutral approach to connectivity. Clients are able to select a best-in-class carrier that best fits their unique preference and requirements. Our core architecture supports multiple metropolitan area network carriers for point-to-point and dark fiber connectivity, and provides redundant switching and router configurations. To further provide redundancy, we also provide dual bandwidth connections to each enclosure. CyrusOne often takes a lead role during the client's implementation and move phase, to ensure that clients are established in data centers safely and efficiently.
CyrusOne's on-site services include routine maintenance and performance-related work items conducted on behalf of our clients. Some of our clients prefer to conduct maintenance and mechanical routines themselves, while others rely exclusively on data center professionals to conduct these tasks. These on-site services primarily include tape management and hardware maintenance.
The Company's data centers employ military-grade security protocols to protect all physical assets, such as:
On-site security guards 24 hours a day, 365 days a year;
Video surveillance and recording of the exterior and interior of each facility;
Biometric and key card security for rigid access control;
Turn style doors to prevent tail-gating; and
Reinforced physical structure including concrete bollards, steel-lined walls, bulletproof glass and barbed wire fencing.
In addition to rigid physical security controls, network operations center professionals maintain around-the-clock visibility of the data center environment through the use of visual inspection, advanced monitoring tools, and strict checklist maintenance regimens.
Customers have several choices for colocating their network service and storage of IT equipment. Customers can place their owned equipment in a shared or private cage or customize their space to meet their unique requirements. Access to cages and suites is strictly controlled per client specifications. Our cabinets feature industry standard 19-inch width parameters, and are arranged on the floor according to computational fluid dynamics efficiency targets to achieve optimal cooling performance. As customers’ colocation requirements increase, they can expand within their original cage or upgrade into a cage that meets their needs. Cabinets and cage space are typically priced with an initial installation fee and an ongoing recurring monthly charge.
All customers sign contracts, which typically range between 3-7 years. Though rare, some contracts are as short as one year,

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Form 10-K Part I
 
Cincinnati Bell Inc.

and some are as long as 15 years. The contracts typically define the space and power being provided, pricing for the recurring monthly colocation services, as well as pricing for non-recurring items such as power/data whips installation, smart hands or project managers. Generally, contracts contain service level agreements that require the Company to maintain the data center environment (e.g., temperature, humidity and power service) at specified levels and contain penalties if these levels are not maintained.
Our data centers offer power circuits at various amperages and phases customized to a customer’s power requirements. Power is typically priced with an initial installation fee and an ongoing recurring monthly charge that is fixed as long as the customer stays within the contractual limits for power consumption. In certain cases, large enterprise customers contract for metered power, where the power component of their monthly bill is only for the power consumed by their environment, both to power and cool their infrastructure.
Our goal is to become the preferred global data center provider to the Fortune 1000 and other similarly sized companies, targeting North America, Asia and Europe. The Company intends to continue to pursue additional customers and growth specific to its data center colocation business and is prepared to commit additional resources, including resources for capital expenditures, acquisitions and working capital both within and outside its traditional operating territory, to support this growth.
IT Services and Hardware
IT Services and Hardware provides a full range of managed IT solutions, including managed infrastructure services, IT and telephony equipment sales, and professional IT staffing services. These services and products are provided in multiple geographic areas through the Company’s subsidiaries, Cincinnati Bell Technology Solutions Inc. (“CBTS”), CBTS Canada Inc., CBTS Software LLC and Cincinnati Bell Technology Solutions UK Limited. By offering a full range of equipment and outsourced services in conjunction with the Company’s wireline network services, the IT Services and Hardware segment provides end-to-end IT and telecommunications infrastructure management designed to reduce cost and mitigate risk while optimizing performance for its customers.
Telecom and IT equipment
The Company’s telecom and IT equipment distribution product line is a value-added equipment reseller operation. The Company maintains premium resale relationships with approximately ten branded technology vendors, which allow it to competitively sell and install a wide array of telecommunications and computer equipment to meet the needs of its customers. This unit also manages the maintenance of a large base of local customers with traditional voice systems as well as converged VoIP systems.
Managed services
Managed services include products and services that combine assets, either customer-owned or owned by the Company, with management and monitoring from its network operations center, and skilled technical resources to provide a suite of offerings around voice and data infrastructure management. Service offerings include but are not limited to network management, electronic data storage management, disaster recovery, data security management, and telephony management. These services can be bundled and contracted in several ways, either as separate services around a specific product such as storage backups, or by combining multiple products, services, and assets into a utility or as a service model for enterprise customers.
Professional services
The professional services product line provides staff augmentation and professional IT consulting by highly technical, certified employees. These engagements can be short-term IT implementation and project-based work as well as longer term staffing and permanent placement assignments. The Company utilizes a team of experienced recruiting and hiring personnel to provide its customers a wide range of skilled IT professionals at competitive hourly rates.
Sales and Distribution Channels
The Company’s Wireline and Wireless segments utilize a number of distribution channels to acquire customers. As of December 31, 2011, the Company operated 13 retail stores in its operating territory. The Company works to locate retail stores in high traffic but affordable areas, with a distance between each store that considers optimal returns per store and customer convenience. The Company has begun to limit its retail presence outside the ILEC territory to focus resources on Data Center Colocation and Fioptics opportunities. As stores are added or closed from time to time, certain stores may be transitioned to local agents for marketing of the Company's products and services.


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Cincinnati Bell Inc.

Wireline and Wireless also utilize a business-to-business sales force and a call center organization to reach business customers in its operating territory. Larger business customers are often supported by sales account representatives, who may go to the customer premises to understand the business needs and recommend solutions that the Company offers. Smaller business customers are supported through a telemarketing sales force and store locations. The Company also offers fully-automated, end-to-end web-based sales of wireless phones, accessories and various other Company services. In addition, the Company utilizes a door-to-door sales force that targets the sale of the Fioptics products to residents.
Aside from Company resources, there are 155 third-party agent locations that sell Wireline and Wireless products and services at their retail locations. The Company supports these agents with discounted prices for wireless handsets and other equipment and commission structures. The Company also sells wireline and wireless capacity on a wholesale basis to independent companies, including competitors that resell these services to end-users.
The Company’s Data Center Colocation and IT Services and Hardware segments primarily sell to customers through its business-to-business sales force. Sales representatives develop customer leads through existing relationships with IT leaders of businesses, referrals from existing customers, and IT hardware vendors. To a lesser extent, leads are also developed from third-party brokers and marketing sources, including web-based efforts.
Suppliers and Product Supply Chain
Wireline’s primary purchases are for network equipment, software, and fiber cable to maintain and support the growth of Fioptics services, as well as copper-based electronics and cable. Wireless primarily purchases handsets and accessories, wireless cell site and network equipment, and software. Wireless often partners with other regional carriers and wholesale distributors to build requisite volume for handset manufacturers. The Company generally subjects these purchases to competitive bids and selects its vendors based on price, service level, delivery, quality of product and terms and conditions.
The Company maintains facilities and operations for storing cable, handsets and other equipment, product distribution and customer fulfillment.
Also, Wireline has long-term commitments to outsource various services, such as certain information technology functions, cash remittance and accounts payable functions, call center operations, and maintenance services. Similar to the purchase of materials, competitive bids are obtained for such vendors and are subject to a rigorous evaluation and approval process.
Data Center Colocation primarily purchases general contracting services, building materials, and infrastructure components to construct data center facilities, such as generators, computer room air conditioner (CRAC) cooling units, power distribution units, wiring, and environment monitoring equipment. The Company partners with local contractors and building suppliers and works closely with them as the data center construction progresses. Electricity is a large cost of operating a data center, and is generally purchased from the local utility.
IT Services and Hardware primarily purchases IT and telephony equipment that is either sold to a customer or used to provide service to the customer. The Company is a certified distributor of Cisco, EMC, Avaya, and Oracle equipment. Most of this equipment is shipped directly to the customer from the vendor manufacturing location, but the Company does maintain warehouse facilities for replacement parts and equipment testing and staging.
Competition
The telecommunications industry is very competitive, and the Company competes against larger and better-funded national providers. The Company has lost, and will likely continue to lose, access lines as a part of its customer base utilizes the services of competitive wireline or wireless providers in lieu of the Company’s local wireline service.
The Wireline segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, cable, broadband, and internet service providers. Wireless providers, particularly those that provide unlimited wireless service plans with no additional fees for long distance, offer customers a substitution service for the Company’s access lines. The Company believes this is the reason for the largest portion of the Company’s access line losses. Cable competitors that have existing service relationships with CBT’s customers also offer substitution services, such as VoIP and long distance voice services in the Company's operating areas. Partially as a result of wireless substitution and increased competition, the Company’s access lines decreased by 8% and long distance subscribers decreased by 7% in 2011 compared to 2010 . In addition, the high-speed internet market is saturated in the Company’s operating area, and competition will continue to be fierce for market share against competitors and alternative services.


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Cincinnati Bell Inc.

The Wireless segment's operating territory is well saturated with competitors, including Verizon, AT&T, Sprint Nextel, T-Mobile, Leap, and TracFone. Many of these competitors offer very advanced and popular handsets which are not available to us and are a factor in attracting and retaining customers. All of our competitors are larger and have more resources to devote to advertising and promotional pricing to attract new customers.
The Data Center Colocation and IT Services and Hardware segments compete against numerous other data center colocation, information technology consulting, web-hosting, and computer system integration companies, many of which are large in scope and well-financed. The Company believes that participants in this market must grow rapidly and achieve significant scale to compete effectively. Other competitors may consolidate with larger companies or acquire software application vendors or technology providers, enabling them to more effectively compete. This consolidation could affect prices and other competitive factors in ways that could impede the ability of our businesses to compete successfully in the market.
Customers
Revenues from data center colocation services, business data transport and wireline entertainment continue to grow, while revenue from the Company’s legacy products, such as wireline residential voice service and wireless voice services, continues to decrease. The Company’s revenue portfolio is becoming more diversified than in the past, as the following comparison between 2011 revenue and 2006 revenue demonstrates.
Percentage of revenue
 
2011
 
2006
 
Change
 
Wireline local voice
 
18
%
 
36
%
 
(18
)
pts
Wireless
 
19
%
 
20
%
 
(1
)
 
Data Center Colocation
 
13
%
 
1
%
 
12

 
IT Services and Hardware
 
20
%
 
16
%
 
4

 
Wireline data
 
19
%
 
18
%
 
1

 
Wireline entertainment
 
2
%
 
0
%
 
2

 
Other Wireline, including long distance
 
9
%
 
9
%
 

 
Total
 
100
%
 
100
%
 
 
 
While total Wireless revenue has remained a consistent percent of total Company revenue, the mix of customer demand for Wireless services is trending toward more data services and less voice services. For 2006, Wireless service revenues were comprised of 87% voice services and 13% data services. In 2011 , revenue from data services were 32% of total Wireless service revenues, a 19 point increase from 2006.
Additionally, the Company’s mix of business and residential customers is changing, as many of the Company’s growth products, such as data center services and data transport services, are geared primarily toward business customers. In 2011 , the Company’s revenue mix was 66% to business customers and 34% to residential customers. By comparison, the Company’s 2006 revenues were comprised of 55% to business customers and 45% to residential customers.
The Company has receivables with one large customer that exceed 10% of the Company’s outstanding accounts receivable balance at December 31, 2011 and 2010.
As noted in the Data Center Colocation section above, the Company has focused its data center colocation marketing efforts toward large enterprise customers. At December 31, 2011 , the Data Center Colocation segment has over 70 Fortune 1000 or comparable size international and privately-held companies as customers.
Employees
At December 31, 2011 , the Company had approximately 3,100 employees, and approximately 33% of its employees are covered under a collective bargaining agreement with the Communications Workers of America (“CWA”), which is affiliated with the AFL-CIO. This agreement expires on August 9, 2014 .
Executive Officers
Refer to Part III, Item 10. "Directors, Executive Officers and Corporate Governance" of this Annual Report on Form 10-K for information regarding executive officers of the registrant.


11

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

Business Segment Information
The amounts of revenue, intersegment revenue, operating income, expenditures for long-lived assets, and depreciation and amortization attributable to each of the Company’s business segments for the years ended December 31, 2011 , 2010 , and 2009 , and assets as of December 31, 2011 , 2010 , and 2009, are set forth in Note 15 to the Consolidated Financial Statements.


12

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

Item 1A. Risk Factors
The Company’s substantial debt could limit its ability to fund operations, raise additional capital, and have a material adverse effect on its ability to fulfill its obligations and on its businesses and prospects generally.
The Company has a substantial amount of debt and has significant debt service obligations. As of December 31, 2011 , the Company and its subsidiaries had outstanding indebtedness of $2,533.6 million , on which it incurred $215.0 million of interest expense in 2011 , and had total shareowners’ deficit of $715.2 million . In addition, at December 31, 2011 , the Company had the ability to borrow additional amounts under its revolving credit facility of $210.0 million and $79.6 million under its accounts receivable facility, subject to compliance with certain conditions. The Company may incur additional debt from time to time, subject to the restrictions contained in its credit facilities and other debt instruments.
The Company’s substantial debt could have important consequences, including the following:
 
the Company will be required to use a substantial portion of its cash flow from operations to pay principal and interest on its debt, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions, investments and alliances, and other general corporate requirements;
 
the Company’s interest rate on its revolving credit facility depends on the level of the Company’s specified financial ratios, and therefore could increase if the Company’s specified financial ratios require a higher rate;
 
the Company’s substantial debt will increase its vulnerability to adverse changes in the credit markets which could result in an increase in the Company's borrowing costs and may limit the availability of financing;
 
the Company’s debt service obligations could limit its flexibility to plan for, or react to, changes in its business and the industries in which it operates;
 
the Company’s level of debt and shareowners’ deficit may restrict it from raising additional financing on satisfactory terms to fund working capital, capital expenditures, strategic acquisitions, investments and joint ventures, and other general corporate requirements; and
 
the Company’s debt instruments require maintenance of specified financial ratios and other restrictive covenants. Failure to comply with these covenants, if not cured or waived, could limit availability to the cash required to fund operations and general obligations and could result in the Company’s dissolution, bankruptcy, liquidation, or reorganization.
The Company’s creditors and preferred stockholders have claims that are superior to claims of the holders of the Company's common stock. Accordingly, in the event of the Company’s dissolution, bankruptcy, liquidation, or reorganization, payment is first made on the claims of creditors of the Company and its subsidiaries, then preferred stockholders, and finally, if amounts are available, to holders of the Company's common stock.
The credit facilities and other indebtedness impose significant restrictions on the Company.
The Company’s debt instruments impose, and the terms of any future debt may impose, operating and other restrictions on the Company. These restrictions affect, and in many respects limit or prohibit, among other things, the Company’s ability to:
 
incur additional indebtedness;
 
create liens;
 
make investments;
 
enter into transactions with affiliates;
 
sell assets;
 
guarantee indebtedness;
 
declare or pay dividends or other distributions to shareholders;
 
repurchase equity interests;
 
redeem debt that is junior in right of payment to such indebtedness;
 
enter into agreements that restrict dividends or other payments from subsidiaries;
 
issue or sell capital stock of certain of its subsidiaries; and
 
consolidate, merge, or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis.


13

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

In addition, the Company’s credit facilities and debt instruments include restrictive covenants that may materially limit the Company’s ability to prepay debt and preferred stock. The agreements governing the credit facilities also require the Company to achieve and maintain compliance with specified financial ratios.
The restrictions contained in the terms of the credit facilities and its other debt instruments could:
 
limit the Company’s ability to plan for or react to market conditions or meet capital needs or otherwise restrict the Company’s activities or business plans; and
 
adversely affect the Company’s ability to finance its operations, strategic acquisitions, investments or alliances, or other capital needs, or to engage in other business activities that would be in its interest.
A breach of any of these restrictive covenants or the Company’s inability to comply with the required financial ratios would result in a default under some or all of the debt agreements. During the occurrence and continuance of a default, lenders may elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. Additionally, under the credit facilities, the lenders may elect not to provide loans until such default is cured or waived. The Company’s debt instruments also contain cross-acceleration provisions, which generally cause each instrument to be subject to early repayment of outstanding principal and related interest upon a qualifying acceleration of any other debt instrument. Failure to comply with these covenants, if not cured or waived, could limit the cash required to fund operations and its general obligations, and could result in the Company’s dissolution, bankruptcy, liquidation, or reorganization.
The Company depends on its revolving credit facility and accounts receivable facility to provide for its financing requirements in excess of amounts generated by operations.
The Company depends on its revolving credit facility and accounts receivable securitization facility ("Receivables Facility") to provide for temporary financing requirements in excess of amounts generated by operations. As of December 31, 2011 , the Company had no outstanding borrowings or letters of credit under its revolving credit facility, leaving $210.0 million in additional borrowing availability. The revolving credit facility is funded by 11 different financial institutions, with no financial institution having more than 15% of the total facility. If one or more of these banks is not able to fulfill its funding obligations, the Company’s financial condition could be adversely affected.
As of December 31, 2011 , the Company had a borrowing availability under its Receivables Facility of $102.8 million and a maximum borrowing limit of $105.0 million. The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable and thus may be lower than the maximum borrowing limit. If the quality of the Company’s accounts receivables deteriorates, this will negatively impact the available capacity under this facility. As of December 31, 2011, the Company had $23.2 million of letters of credit outstanding under the Receivables Facility, leaving an unused borrowing availability of $79.6 million .
In addition, the Company’s ability to borrow under the revolving credit facility and accounts receivable facility is subject to the Company’s compliance with covenants, including covenants requiring compliance with specified financial ratios. Failure to satisfy these covenants would constrain or prohibit its ability to borrow under these facilities.
The servicing of the Company’s indebtedness requires a significant amount of cash, and its ability to generate cash depends on many factors beyond its control.
The Company’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors, many of which are beyond its control. The Company cannot provide assurance that its business will generate sufficient cash flow from operations, additional sources of debt financing will be available, or future borrowings will be available under its credit or receivables facilities, in each case, in amounts sufficient to enable the Company to service its indebtedness or to fund other liquidity needs. If the Company cannot service its indebtedness, it will have to take actions such as reducing or delaying capital expenditures, strategic acquisitions, investments and joint ventures, or selling assets, restructuring or refinancing indebtedness, or seeking additional equity capital, which may adversely affect its shareholders, debt holders, and customers. The Company may not be able to negotiate remedies on commercially reasonable terms, or at all. In addition, the terms of existing or future debt instruments may restrict the Company from adopting any of these alternatives. The Company’s inability to generate the necessary cash flows could result in its dissolution, bankruptcy, liquidation, or reorganization.




14

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

The Company depends on the receipt of dividends or other intercompany transfers from its subsidiaries.
Virtually all of the Company's operations are conducted through its subsidiaries, and most of the Company's debt is held at the parent company. Certain of the Company’s material subsidiaries are subject to regulatory authority that may potentially limit the ability of such subsidiary to distribute funds or assets. If the Company’s subsidiaries were to be prohibited from paying dividends or making distributions to the parent company, it may not be able to make the scheduled interest and principal repayments on its debt. This would have a material adverse effect on the Company’s liquidity and the trading price of the Company's common stock, preferred stock, and debt instruments, which could result in its dissolution, bankruptcy, liquidation, or reorganization.
The trading price of the Company's common stock may be volatile, and the value of an investment in the Company's common stock may decline.
The market price of the Company's common stock has been volatile and could be subject to wide fluctuations in response to, among other things, the risk factors described in this report and other factors beyond the Company's control, such as stock market volatility and fluctuations in the valuation of companies perceived by investors to be comparable to the Company.
The stock markets have experienced price and volume fluctuations that have affected the Company's stock price and the market prices of equity securities of many other companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions, may negatively affect the market price of the Company's stock.
Companies that have experienced volatility in the market price of their stock have periodically been subject to securities class action litigation. The Company may be the target of this type of litigation in the future. Securities litigation could result in substantial costs and/or damages and divert management's attention from other business concerns.
The Company’s access lines, which generate a significant portion of its cash flows and profits, are decreasing in number. If the Company continues to experience access line losses similar to the past several years, its revenues, earnings and cash flows from operations may be adversely impacted.
The Company generates a substantial portion of its revenues by delivering voice and data services over access lines. The Company's local telecommunications subsidiary, CBT, has experienced substantial access line losses over the past several years due to a number of factors, including increased competition and wireless and broadband substitution. The Company expects access line losses to continue for an unforeseen period of time. Failure to retain access lines without replacing such losses with an alternative source of revenue could adversely impact the Company’s revenues, earnings and cash flow from operations.
The Company operates in highly competitive industries, and its customers may not continue to purchase services, which could result in reduced revenue and loss of market share.
The telecommunications industry is very competitive, and the Company competes against many larger and better-funded national providers. Competitors may reduce pricing, create new bundled offerings, or develop new technologies, products, or services. If the Company cannot continue to offer reliable, competitively priced, value-added services, or if the Company does not keep pace with technological advances, competitive forces could adversely affect it through a loss of market share or a decrease in revenue and profit margins. CBT has lost, and will likely continue to lose, access lines as a part of its customer base utilizes the services of competitive wireline or wireless providers in lieu of the CBT’s local wireline service.
The Wireline segment faces competition from other local exchange carriers, wireless service providers, inter-exchange carriers, and cable, broadband, and internet service providers. Wireless providers, particularly those that provide unlimited wireless service plans with no additional fees for long distance, offer customers a substitution service for the Company’s access lines. The Company believes this is the reason for the largest portion of the Company’s access line losses. Also, cable competitors that have existing service relationships with CBT’s customers also offer substitution services, such as VoIP and long distance voice services in the Company's operating areas. Partially as a result of wireless substitution and increased competition, CBT’s access lines decreased by 8% and long distance subscribers decreased by 7% in 2011 compared to 2010 . In addition, the high-speed internet market is saturated in CBT’s operating area, and competition will continue to be fierce for market share against competitors and alternative services. If the Company is unable to effectively implement strategies to retain access lines and long distance subscribers, or replace such access line loss with other sources of revenue, the Company’s Wireline business will be adversely affected.
Wireless competitors to the Company's subsidiary, Cincinnati Bell Wireless LLC ("CBW"), include national wireless service providers such as Verizon, AT&T, Sprint Nextel, T-Mobile, Leap and TracFone. The Company anticipates that continued competition could compress its margins for wireless products and services as carriers continue to offer more voice minutes and

15

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

data usage for equivalent or lower service fees. The wireless industry continues to experience rapid and significant technological changes and a dramatic increase in usage, particularly demand for and usage of data and other non-voice services. Increased network capacity could be required to meet increased customer demand. Should the resources required to fund the necessary network enhancements not be available, and CBW is unable to maintain its network quality level, then the Company’s ability to attract and retain customers, and therefore maintain and improve its operating margins, could be materially adversely affected. Many competitors offer very advanced and popular handsets which are not available to CBW and are a factor in attracting and retaining customers. CBW’s ability to compete will depend, in part, on its ability to anticipate and respond to various competitive factors affecting the telecommunications industry.
The Data Center Colocation and IT Services and Hardware segments compete against numerous other data center colocation, information technology consulting, web-hosting, and computer system integration companies, many of which are large in scope and well-financed. This market is rapidly evolving and highly competitive. Other competitors may consolidate with larger companies or acquire software application vendors or technology providers, enabling them to more effectively compete with the Data Center Colocation and IT Services and Hardware segments. The Company believes that many of the participants in this market must grow rapidly and achieve significant scale to compete effectively. This consolidation could affect prices and other competitive factors in ways that could impede the ability of these segments to compete successfully in the market.
The competitive forces described above could have a material adverse impact on the Company’s business, financial condition, results of operations, and cash flows.
The Company generates a substantial portion of its revenue by serving a limited geographic area.
The Company generates a substantial portion of its revenue by serving customers in the Greater Cincinnati and Dayton, Ohio areas for its Wireline, Wireless and IT Services and Hardware segments. In addition, most of its Data Center Colocation operations are located within Ohio and Texas. An economic downturn or natural disaster occurring in this limited operating territory could have a disproportionate effect on the Company’s business, financial condition, results of operations, and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas.
The regulation of the Company’s businesses by federal and state authorities may, among other things, place the Company at a competitive disadvantage, restrict its ability to price its products and services, and threaten its operating licenses.
Several of the Company’s subsidiaries are subject to regulatory oversight of varying degrees at both the state and federal levels, which may differ from the regulatory scrutiny faced by the Company’s competitors. A significant portion of CBT’s revenue is derived from pricing plans that require regulatory overview and approval. These regulated pricing plans limit the rates CBT charges for some services while its competition has typically been able to set rates for its services with limited restriction. In the future, regulatory initiatives that would put CBT at a competitive disadvantage or mandate lower rates for its services could result in lower profitability and cash flows for the Company. In addition, different regulatory interpretations of existing regulations or guidelines may affect the Company’s revenues and expenses in future periods.
At the federal level, CBT is subject to the Telecommunications Act of 1996 (the "1996 Act"), including the rules subsequently adopted by the FCC to implement the 1996 Act, which has impacted CBT’s in-territory local exchange operations in the form of greater competition. At the state level, CBT conducts local exchange operations in portions of Ohio, Kentucky, and Indiana, and, consequently, is subject to regulation by the Public Utilities Commissions in those states. Various regulatory decisions or initiatives at the federal or state level may from time to time have a negative impact on CBT’s ability to compete in its markets.
CBW’s FCC licenses to provide wireless services are subject to renewal and revocation. Although the FCC has routinely renewed wireless licenses in the past, the Company cannot be assured that challenges will not be brought against those licenses in the future. Revocation or non-renewal of CBW’s licenses could result in a cessation of CBW’s operations and consequently lower operating results and cash flows for the Company.
From time to time, different regulatory agencies conduct audits to ensure that the Company is in compliance with the respective regulations. The Company could be subject to fines and penalties if found to be out of compliance with these regulations, and these fines and penalties could be material to the Company’s financial condition.
There are currently many regulatory actions under way and being contemplated by federal and state authorities regarding issues that could result in significant changes to the business conditions in the telecommunications industry. Assurances cannot be given that changes in current or future regulations adopted by the FCC or state regulators, or other legislative, administrative, or judicial initiatives relating to the telecommunications industry, will not have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows.

16

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

Maintaining the Company’s telecommunications networks and data centers requires significant capital expenditures, and its inability or failure to maintain its telecommunications networks and data centers would have a material impact on its market share and ability to generate revenue.
As of December 31, 2011, the Company operates 20 data center facilities and any further data center expansion will involve significant capital expenditures for data center construction. The Company has also improved its wireline network over the past several years through increased capital expenditures for fiber optic cable in limited areas of its operating network, and in 2011, the Company began upgrading its wireless network to 4G, using HSPA+ technologies.
In order to provide appropriate levels of service to the Company's customers, the network infrastructure must be protected against damage from human error, natural disasters, unexpected equipment failure, power loss or telecommunications failures, terrorism, sabotage, or other intentional acts of vandalism. The Company’s networks may not address all of the problems that may be encountered in the event of a disaster or other unanticipated problems, which may result in disruption of service to customers.
The wireless industry continues to experience significant technological change, as evidenced by the ongoing improvements in the capacity and quality of digital technology, wireless data and 4G services. Verizon and AT&T deployed their 4G wireless networks in 2011. Other national and regional wireless carriers are continuously upgrading their networks with various technologies. CBW began construction of its 4G wireless network in 2011; however, the full implementation of this network will likely take several years, and CBW may lag behind certain of the national competitors in construction of the 4G network and the speeds associated with this network.
The Company may also incur significant additional capital expenditures as a result of unanticipated developments, regulatory changes, and other events that impact the business.
If the Company is unable or fails to adequately maintain or expand its networks to meet customer needs, there could be a material adverse impact on the Company’s market share and its ability to generate revenue.
Maintenance of CBW’s wireless network, growth in the wireless business, or the addition of new wireless products and services may require CBW to obtain additional spectrum and transmitting sites which may not be available or be available only on less than favorable terms.
CBW uses spectrum licensed to the Company for its wireless network. Introduction of new wireless products and services, as well as maintenance of the existing wireless business, may require CBW to obtain additional spectrum either to supplement or to replace the existing spectrum. Furthermore, the Company’s network depends on the deployment of radio frequency equipment on towers and on buildings. The Company, after the sale of its owned towers in December 2009, now leases substantially all the towers used in its wireless network operations, and the use of the towers under these leases is more restrictive than if these towers were owned by the Company. There can be no assurance that spectrum or the appropriate transmitting locations will be available to CBW or will be available on commercially favorable terms. Failure to obtain or retain any needed spectrum or transmitting locations could have a materially adverse impact on the wireless business as a whole, the quality of the wireless networks, and the ability to offer new competitive products and services.
Failure to anticipate the need for and introduce new products and services or to compete with new technologies may compromise the Company’s success in the telecommunications industry.
The Company’s success depends, in part, on being able to anticipate the needs of current and future business, carrier, and consumer customers. The Company seeks to meet these needs through new product introductions, service quality, and technological superiority. New products are not always available to the Company, as other competitors may have exclusive agreements for those new products. New products and services are important to the Company’s success as its industry is technologically driven, such that new technologies can offer alternatives to the Company’s existing services. The development of new technologies and products could accelerate the Company’s loss of access lines and increase wireless customer churn, which could have a material adverse effect on the Company’s revenue, results of operations, and cash flows.
The Company may encounter difficulties in executing its strategic plans for the data center colocation business.
The Company is in the process of evaluating the structural, capital and financial alternatives for its growing data center business. Management is considering options that may include, among others, operating the data center business under the current structure with no changes, a partial separation through a sale, initial public offering, or other transaction, or, depending on the value to shareholders, a full separation. There can be no assurance that a transaction will be pursued or completed.


17

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

The Company's strategic plans also include significant expansion of its data center operations. Potential challenges and difficulties in implementing the Company’s data center colocation expansion plan include: identifying and obtaining the use of locations in which the Company believes there is sufficient demand for its data center colocation services; generating sufficient cash flow from operations or through additional financings to support these expansion plans; construction of world-class data center facilities on a timely basis; sale of the available data center space to enable appropriate returns; recruiting and maintaining a motivated work force; and installing and implementing new financial and other systems, procedures and controls to support this expansion plan with minimal delays.
These strategic actions could divert management’s attention and strain operational and financial resources. Due to unforeseen difficulties, the Company may be unable to execute its strategic plans for growing its data center business. Failure to do so would adversely affect its strategy of becoming a global data center colocation business.
The Company’s data center colocation strategy includes international expansion, which has inherent risk not previously encountered by the Company.
The Company’s data center operations are primarily based in the United States with lesser presence in the United Kingdom and Southeast Asia. Expanding international operations includes inherent risks such as: regulatory, tax, legal, and other items specific to particular foreign jurisdictions not previously encountered by the Company and for which the Company may have no or limited expertise; unexpected changes in regulatory, tax and political environments; the Company’s ability to secure and maintain the necessary physical and telecommunications infrastructure; challenges in staffing and managing foreign operations; fluctuations in foreign currency exchange rates; longer payment cycles and problems collecting accounts receivable; and laws and regulations on content distributed over the internet that are more restrictive than those currently in place in the United States. Any one or more of the aforementioned risks could materially and adversely affect the Company’s business and strategy for becoming a global data center colocation provider.
If the markets for outsourced information technology services decline, there may be insufficient demand for the Company’s services and, as a result, the Company’s business strategy and objectives may fail.
Services offered in the Company's IT outsourcing subsidiary, Cincinnati Bell Technology Solutions Inc. ("CBTS") and its data center colocation subsidiary, CyrusOne, are designed to enable a customer to focus on its core business while CBTS and CyrusOne manage and ensure the quality and security of the information technology infrastructure. Businesses may believe the risk of outsourcing is greater than the risk of managing their IT and data center operations themselves. If businesses do not continue to recognize the high cost and inefficiency of managing IT and data centers themselves, including the difficulties of upgrading technology, training and retaining skilled personnel with domain expertise, and matching IT cost with actual benefits, they may not continue to outsource their IT infrastructure and data center function to companies like CBTS and CyrusOne. Additionally, outsourcing may be associated with larger companies than CBTS and CyrusOne, and each may not be as successful as these larger companies. These risks could adversely affect the Company's business strategy and objectives and its ability to generate revenues, profits and cash flows.
The increased use of high power density equipment may limit the Company's ability to fully utilize some of its data centers.

Customers are increasing their use of high-density electrical power equipment in the Company's data centers which has significantly increased the demand for power. Because some of the Company's data centers were built a number of years ago, the current demand for electrical power may exceed the designated electrical capacity in these centers. As electrical power is a limiting factor in certain data centers, the ability to fully utilize those data centers may be limited. The availability of sufficient power may also pose a risk to the successful operation of new data centers. The ability to increase the power capacity is dependent upon several factors including, but not limited to, the local utility's ability to provide additional power, the length of time required to provide such power, and/or whether it is feasible to upgrade the electrical infrastructure of the data centers to deliver additional power to customers. Although the Company is currently designing and building to a very high power specification, there is a risk that demand will continue to increase and some of the data centers could become obsolete sooner than expected.
The Company's profitability could be adversely affected if demand for data center services is overestimated or underestimated.

Acquisition and development of new data center space requires significant resources and careful consideration of the demand for such services in future periods. If demand for data center services is underestimated, loss of sales opportunities may result from having insufficient available capacity to meet a customer's needs. If demand for data center services is overestimated, more data center space than is needed may be built or leased, resulting in higher operating costs and reduced profitability. To

18

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

mitigate these risks, expansion plans are continuously monitored against industry trends and customer demand. The goal is to incrementally build new space or expand existing facilities to manage capital expenditures and operating costs, or seek options in long-term leases to add additional space in future periods. Recently, the Company purchased land and buildings to expand data center capacity in 2012. If the demand for data center services has been misjudged, profitability could decline in future periods, and the investment returns may not be sufficiently high.
The long sales cycle for data center services may materially affect the data center business and results of its operations.
A customer’s decision to lease space in one of the Company’s data centers and to purchase additional services typically involves a significant commitment of resources, significant contract negotiations regarding the service level commitments, and significant due diligence on the part of the customer regarding the adequacy of the Company’s facilities, including the adequacy of carrier connections. As a result, the sale of data center space has a long sales cycle. Furthermore, the Company may expend significant time and resources in pursuing a particular sale or customer that may not result in revenue. Delays and failures in the data center sales cycle may have a material adverse effect on the Data Center Colocation segment and results of its operations.
The Company’s failure to meet performance standards under its agreements could result in customers terminating their relationships with the Company or customers being entitled to receive financial compensation, which could lead to reduced revenues and/or increased costs.
The Company’s agreements with its customers contain various requirements regarding performance and levels of service. If the Company fails to provide the levels of service or performance required by its agreements, customers may be able to receive service credits for their accounts and other financial compensation, and also may be able to terminate their relationship with the Company. In order to provide these levels of services, the Company is required to protect against human error, natural disasters, equipment failure, power failure, sabotage and vandalism, and have disaster recovery plans available for disruption of services. The failure to address these or other events, may result in a disruption of services. In addition, any inability to meet service level commitments or other performance standards could reduce the confidence of customers and could consequently impair the Company’s ability to attract and retain customers, which would adversely affect both the Company’s ability to generate revenues and operating results.
The data center business could be harmed by prolonged electrical power outages or shortages, increased costs of energy, or general lack of availability of electrical resources.
Data centers are susceptible to regional costs of power, power outages and shortages, and limitations on the availability of adequate power resources. The Company attempts to limit exposure to system downtime by using backup generators and power supplies. However, the Company may not be able to limit the exposure entirely in future occurrences even with those protections in place. In addition, global fluctuations in the price of power can increase the cost of energy, and although contractual price increase clauses may exist and, in some cases, the data center customer pays directly for the cost of power, the Company may not be able to pass all of these increased costs on to customers, or the increase in power costs may impact additional sales of data center space.
The Company’s failure to effectively integrate its acquisition of CyrusOne could result in an inability to realize the anticipated benefits of the purchase and adversely affect the Company’s business and operating results.
The Company’s acquisition of CyrusOne involves the integration of two companies that had previously operated independently, which is challenging and time-consuming. The process of integrating CyrusOne, a previously privately-held company, into the Company, a publicly traded company, could result in the loss of key employees, the disruption of its ongoing businesses, or inconsistencies in the respective standards, controls, procedures, and policies of the two companies, any of which could adversely affect the Company’s ability to maintain relationships with customers, suppliers, and employees. In addition, the successful combination of the companies will require the Company to dedicate significant management resources and to potentially expend additional funds for additional staffing, resources and control procedures, all of which could temporarily divert attention from the day-to-day business of the combined company. If the Company fails to complete an effective integration of CyrusOne into the Company, anticipated growth in revenue, profitability, and cash flow resulting from the purchase of CyrusOne could be adversely affected.
The Company’s future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets.
As of December 31, 2011 , the Company had net deferred income taxes of $453.7 million , which are primarily composed of deferred tax assets associated with U.S. federal net operating loss carryforwards of $394.3 million and state and local net operating loss carryforwards of $59.6 million . The Company has recorded valuation allowances against deferred tax assets

19

Table of Contents
Form 10-K Part I
 
Cincinnati Bell Inc.

related to certain state and local net operating losses and other deferred tax assets due to the uncertainty of the Company’s ability to utilize the assets within the statutory expiration period. The use of the Company’s deferred tax assets enables it to satisfy current and future tax liabilities without the use of the Company’s cash resources. If the Company is unable for any reason to generate sufficient taxable income to fully realize its deferred tax assets, or if the use of its net operating loss carryforwards is limited by Internal Revenue Code Section 382 or similar state statute, the Company’s net income, shareowners’ deficit, and future cash flows could be adversely affected.
A few large customers account for a significant portion of the Company’s revenues and accounts receivable. The loss or significant reduction in business from one or more of these large customers could cause operating revenues to decline significantly and have a materially adverse long-term impact on the Company’s business.
The Company has receivables with one large customer that exceed 10% of the Company’s outstanding accounts receivable balance. Contracts with customers may not sufficiently reduce the inherent risk that customers may terminate or fail to renew their relationships with the Company. As a result of customer concentration, the Company’s results of operations and financial condition could be materially affected if the Company lost one or more large customers or if services purchased were significantly reduced. If one or more of the Company’s larger customers were to default on its accounts receivable obligations, the Company could be exposed to potentially significant losses in excess of the provisions established. This could also negatively impact the available capacity under the accounts receivable facility.
The Company depends on a number of third-party providers, and the loss of, or problems with, one or more of these providers may impede the Company's growth or cause it to lose customers.
The Company depends on third-party providers to supply products and services. For example, many of the Company’s information technology and call center functions are performed by third-party providers, network equipment is purchased from and maintained by vendors, data center space is leased from landlords, and the Company is dependent on third-parties to provide internet connectivity to certain of the data centers.
Certain of the data centers are dependent upon third-party telecommunication companies to provide network connectivity. Any carrier may elect not to offer its services within the data centers, and any carrier that has decided to provide internet connectivity to our data centers may elect not to continue to do so for any period of time. Furthermore, some carriers are experiencing business difficulties or have announced consolidations and may be forced to downsize or terminate connectivity within the data centers, which could have an adverse affect on the business.
In addition, almost half of the wireless towers used by CBW are managed by a single independent service provider.
Any failure on the part of suppliers to provide the contracted services, additional required services, additional products, or additional leased space could impede the growth of the Company’s business and cause financial results to suffer.
A failure of back-office information technology systems could adversely affect the Company’s results of operations and financial condition.
The efficient operation of the Company’s business depends on back-office information technology systems. The Company relies on back-office information technology systems to effectively manage customer billing, business data, communications, supply chain, order entry and fulfillment and other business processes. A failure of the Company’s information technology systems to perform as anticipated could disrupt the Company’s business and result in a failure to collect accounts receivable, transaction errors, processing inefficiencies, and the loss of sales and customers, causing the Company’s reputation and results of operations to suffer. In addition, information technology systems may be vulnerable to damage or interruption from circumstances beyond the Company’s control, including fire, natural disasters, systems failures, security breaches and viruses. Any such damage or interruption could have a material adverse effect on the Company’s business.
The business could be negatively impacted by cybersecurity threats.

Cybersecurity threats could adversely affect the wireline or wireless networks, the electronic payment system, or the corporate network. Such threats could result in disruption of customer service, unauthorized access to or misappropriation of confidential customer data, or damage to our internal network. Preventative measures in place to mitigate such risks include use of dedicated private networks, strong user names and passwords, intrusion protection systems, anti-virus software, and encryption and authentication technology. Weekly system scans are performed on the most critical systems to identify potential vulnerabilities. These events could disrupt operations, result in a loss of customers, lead to adverse publicity, or require significant amounts of capital to remedy the cybersecurity breach.

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Form 10-K Part I
 
Cincinnati Bell Inc.

The loss of any of the senior management team or attrition among key sales associates could adversely affect the Company’s business, financial condition, results of operations, and cash flows.
The Company’s success will continue to depend to a significant extent on its senior management team and key sales associates. Senior management has specific knowledge relating to the Company and the industry that would be difficult to replace. The loss of key sales associates could hinder the Company’s ability to continue to benefit from long-standing relationships with customers. The Company cannot provide any assurance that it will be able to retain the current senior management team or key sales associates. The loss of any of these individuals could adversely affect the Company’s business, financial condition, results of operations, and cash flows.
Future declines in the fair value of the Company's wireless licenses could result in future impairment losses.
The market values of wireless licenses have varied dramatically over the last several years and may vary significantly in the future. In 2009, the Company incurred a loss of $4.8 million on the sale of spectrum it was not using in Indianapolis, Indiana. Further valuation swings could occur if:
 
consolidation in the wireless industry allows or requires carriers to sell significant portions of their wireless spectrum holdings;
 
a sudden large sale of spectrum by one or more wireless providers occurs;
 
market prices decline as a result of the sale prices in recent and upcoming FCC auctions; or
 
significant technology changes occur.
In addition, the price of wireless licenses could decline as a result of the FCC’s pursuit of policies designed to increase the number of wireless licenses available in each of the Company’s markets. If the market value of wireless licenses were to decline significantly, the value of the Company’s wireless licenses could be subject to non-cash impairment charges.
The Company reviews for potential impairments to its wireless licenses annually, or more frequently, when there is evidence that events or changes in circumstances indicate that an impairment condition may exist. A significant impairment loss, most likely resulting from reduced cash flow, could have a material adverse effect on the Company’s operating income and on the carrying value of the wireless licenses on the balance sheet.
The uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact the Company's business and financial condition.
The uncertain economic environment could have an adverse effect on the Company's business and financial liquidity. The Company's primary source of cash is customer collections. If economic conditions were to worsen, some customers may cancel services or have difficulty paying. These conditions could result in lower revenues and increases in the allowance for doubtful accounts, which would negatively affect the results of operations. Furthermore, the sales cycle could be further lengthened if business customers slow spending or delay decision-making on the Company's products and services, which could adversely affect revenues. If competitors lower prices as a result of economic conditions, the Company could also experience pricing pressure. If the economies of the U.S. and the world deteriorate, this could have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.
In addition, investment returns of the Company’s pension funds depend largely on trends in the U.S. and world securities markets and the U.S. and world economies in general. Future investment losses could cause a further decline in the value of plan assets, which the Company would be required to recognize over the next several years under generally accepted accounting principles. Additionally, the Company’s postretirement costs are adversely affected by increases in medical and prescription drug costs. If the Company incurs future investment losses or future investment gains that are less than expected, or if medical and prescription drug costs increase significantly, the Company would expect to face even higher annual net pension and postretirement costs.
Adverse changes in the value of assets or obligations associated with the Company’s employee benefit plans could negatively impact shareowners’ deficit and liquidity.
The Company sponsors three noncontributory defined benefit pension plans: one for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain senior executives. The Company’s consolidated balance sheets indirectly reflect the value of all plan assets and benefit obligations under these plans. The accounting for employee benefit plans is complex, as is the process of calculating the benefit obligations under the plans. Further adverse changes in interest rates or market conditions, among other assumptions and factors, could cause a significant

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Form 10-K Part I
 
Cincinnati Bell Inc.

increase in the Company’s benefit obligations or a significant decrease of the asset values, without necessarily impacting the Company’s net income. In addition, the Company’s benefit obligations could increase significantly if it needs to unfavorably revise the assumptions used to calculate the obligations. These adverse changes could have a further significant negative impact on the Company’s shareowners’ deficit. In addition, with respect to the Company’s pension plans, the Company expects to make approximately $200 million of estimated cash contributions to its qualified pension plans for the years 2012 to 2019, of which $30 million is expected to be contributed in 2012. Further, adverse changes to plan assets could require the Company to contribute additional material amounts of cash to the plan or could accelerate the timing of required payments.
Third parties may claim that the Company is infringing upon their intellectual property, and the Company could suffer significant litigation or licensing expenses or be prevented from selling products.
Although the Company does not believe that any of its products or services infringe upon the valid intellectual property rights of third parties, the Company may be unaware of intellectual property rights of others that may cover some of its technology, products, or services. Any litigation growing out of third-party patents or other intellectual property claims could be costly and time-consuming and could divert the Company’s management and key personnel from its business operations. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Resolution of claims of intellectual property infringement might also require the Company to enter into costly license agreements. Likewise, the Company may not be able to obtain license agreements on acceptable terms. The Company also may be subject to significant damages or injunctions against development and sale of certain of its products. Further, the Company often relies on licenses of third-party intellectual property for its businesses. The Company cannot ensure these licenses will be available in the future on favorable terms or at all.
Third parties may infringe upon the Company’s intellectual property, and the Company may expend significant resources enforcing its rights or suffer competitive injury.
The Company’s success depends in significant part on the competitive advantage it gains from its proprietary technology and other valuable intellectual property assets. The Company relies on a combination of patents, copyrights, trademarks and trade secrets protections, confidentiality provisions, and licensing arrangements to establish and protect its intellectual property rights. If the Company fails to successfully enforce its intellectual property rights, its competitive position could suffer, which could harm its operating results.
The Company may also be required to spend significant resources to monitor and police its intellectual property rights. The Company may not be able to detect third-party infringements and its competitive position may be harmed before the Company does so. In addition, competitors may design around the Company’s technology or develop competing technologies. Furthermore, some intellectual property rights are licensed to other companies, allowing them to compete with the Company using that intellectual property.
The Company could incur significant costs resulting from complying with, or potential violations of, environmental, health, and human safety laws.
The Company’s operations are subject to laws and regulations relating to the protection of the environment, health, and human safety, including those governing the management and disposal of, and exposure to, hazardous materials and the cleanup of contamination, and the emission of radio frequency. While the Company believes its operations are in substantial compliance with environmental, health, and human safety laws and regulations, as an owner or operator of property, and in connection with the current and historical use of hazardous materials and other operations at its sites, the Company could incur significant costs resulting from complying with or violations of such laws, the imposition of cleanup obligations, and third-party suits. For instance, a number of the Company’s sites formerly contained underground storage tanks for the storage of used oil and fuel for back-up generators and vehicles. In addition, a few sites currently contain underground fuel tanks for back-up generator use, and many of the Company’s sites have aboveground fuel tanks for similar purposes.
Item 1B. Unresolved Staff Comments
None.

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Form 10-K Part I
 
Cincinnati Bell Inc.

Item 2. Properties
Cincinnati Bell Inc. and its subsidiaries own or maintain properties in Ohio, Texas, Kentucky, Indiana, Michigan, Illinois, Arizona, England and Singapore. Principal office locations are in Cincinnati, Ohio and Houston, Texas.
The property of the Company comprises telephone plant and equipment in its local telephone franchise area (i.e., Greater Cincinnati), the infrastructure associated with its wireless business in the Greater Cincinnati and Dayton, Ohio operating areas, and data center facilities. Each of the Company’s subsidiaries maintains some investment in furniture and office equipment, computer equipment and associated operating system software, application system software, leasehold improvements, and other assets.
With regard to its local telephone operations, the Company owns substantially all of the central office switching stations and the land upon which they are situated. Some business and administrative offices are located in rented facilities, some of which are recorded as capital leases. The Company’s out of territory Wireline network assets include a fiber network plant, internet protocol and circuit switches and integrated access terminal equipment.
In its wireless operations, CBW both owns and leases the locations that house its switching and messaging equipment. CBW leases substantially all of its tower sites, primarily from tower companies and other wireless carriers. CBW’s tower leases are typically either for a fixed 20-year term ending in December 2029 or renewable on a long-term basis at CBW’s option, both with predetermined rate escalations. In addition, CBW leases 13 company-run retail locations.
As of December 31, 2011, the Data Center Colocation segment operated the following data center facilities:
 
 
 
 
 
Data Center
 
 
 
 
 
Colocation
Market
Owned
 
Leased
 
(sq. ft. in thousands)
Cincinnati
4

 
2

 
437

Houston
2

 
1

 
153

Dallas

 
4

 
124

Austin

 
1

 
15

Other
1

 
5

 
34

 
7

 
13

 
763

As of December 31, 2011, the Data Center Colocation segment also owned certain properties for future development into data centers, including 40 acres of land in Phoenix, Arizona and 10 acres of land along with a 127,000 square foot building in San Antonio, Texas. In January 2012, the Company purchased a 700,000 square foot building on 30 acres of land in Dallas, Texas for redevelopment into a data center.
The data centers provide power, environmental controls, high-speed and high-bandwidth point-to-point optical network connections, and 24-hour monitoring of the customer’s computer equipment. The Company’s lease of certain data center facilities represents the "lease of the building shell", and the capital expenditures required to transform the leased building shells into top-tier data centers represent amounts that are several times the value of the leased building shells. The Data Center Colocation segment also has leased office space in its markets.
For additional information about the Company’s properties, see Note 5 to the Consolidated Financial Statements.

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Form 10-K Part I
 
Cincinnati Bell Inc.

Item 3. Legal Proceedings
Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred, or to estimate the ultimate or minimum amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time.
On July 5, 2011, a shareholder derivative action, captioned NECA-IBEW Pension Fund (The Decatur Plan), derivatively on behalf of Cincinnati Bell Inc. v. Phillip R. Cox, et al., was filed in the United States District Court for the Southern District of Ohio, naming certain directors and officers of the Company and Towers Watson & Co. (the Company's compensation consulting firm), as defendants, and naming the Company as a nominal defendant. The complaint alleges that the director defendants breached their duty of loyalty in connection with 2010 executive compensation decisions and that the officer defendants were unjustly enriched. The complaint seeks unspecified compensatory damages on behalf of the Company from the director and officer defendants and Towers Watson & Co., various forms of equitable and/or injunctive relief, and attorneys' and other professional fees and cos ts. On September 20, 2011, the court denied the motion to dismiss the officer and director defendants, which sought dismissal for failure to make demand on the directors and for failure to state a claim . On September 26, 2011, the court denied plaintiff's motion for preliminary injunction, which sought an injunction enjoining the directors from effectuating the 2010 executive compensation plan and the imposition of a constructive trust. On October 4, 2011, the officer and director defendants filed a motion to dismiss the action for lack of subject matter jurisdiction. That motion has not been ruled upon by the court. The officer and director defendants believe the suit is without merit and intend to vigorously defend against it.
Two additional shareholder derivative actions, captioned Pinchus E. Raul, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al. and Dennis Palkon, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al., were filed in the Court of Common Pleas, Hamilton County, Ohio, on July 8, 2011 and July 13, 2011, respectively. The two state court actions name the current directors and certain officers as defendants and the Company as a nominal defendant, assert allegations similar to those asserted in the federal court action, and seek relief similar to that requested in the federal action. The state court actions also allege that the director defendants breached their fiduciary duties by participating in issuing materially false and/or misleading statements in the Company's 2011 Proxy Statement. On August 11, 2011, the state court actions were consolidated under Case No. A1105305. On November 1, 2011, Plaintiff Raul filed a Second Amended Verified Shareholder Derivative Complaint ("State Court Action"). On November 29, 2011, the director and officer defendants filed a motion to dismiss the State Court Action, for failing to make demand on the directors and failing to state a claim. On the same day, Plaintiff Raul filed a motion seeking preliminary approval of the proposed settlement and notice to shareholders.
On December 20, 2011, Cincinnati Bell Inc. and the other defendants entered into a Stipulation and Agreement of Settlement (the "Settlement Agreement") with the plaintiff in the State Court Action. On January 13, 2012, the Hamilton County, Ohio, Court of Common Pleas entered a preliminary approval order approving the Settlement Agreement. The terms of the settlement are set forth in the Stipulation and include (1) a variety of corporate governance changes to be initiated by the Company and the Compensation Committee of the Board of Directors, that, among other things, more clearly communicate the Company's executive compensation practices to its shareholders, thus assisting the Company's shareholders' understanding of how these policies are applied to covered employees; and (2) payment of plaintiff's counsel's attorney fees and expenses. The settlement is specifically contingent on the entry of a final order and judgment of the Court approving the settlement and dismissing the action with prejudice. The Court has scheduled a fairness hearing for April 16, 2012 to determine whether to approve the proposed settlement and dismiss all claims.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes the eventual outcome of all claims will not individually, or in the aggregate, have a material effect on its financial position, results of operations or cash flows.


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Form 10-K Part II
 
Cincinnati Bell Inc.

PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
The Company’s common shares (symbol: CBB) are listed on the New York Stock Exchange. The high and low closing sale prices during each quarter for the last two fiscal years are listed below:
 
 
First
 
Second
 
Third
 
Fourth
 
 
Quarter
 
Quarter
 
Quarter
 
Quarter
2011
High
$
3.12

 
$
3.32

 
$
3.60

 
$
3.28

 
Low
$
2.46

 
$
2.64

 
$
2.84

 
$
2.80

2010
High
$
3.62

 
$
3.74

 
$
3.08

 
$
2.81

 
Low
$
2.73

 
$
2.98

 
$
2.30

 
$
2.34

(b) Holders
As of January 31, 2012, the Company had 12,610 holders of record of the 196,589,670 outstanding common shares and the 155,250 outstanding shares of the 6 3 / 4 % Cumulative Convertible Preferred Stock.
(c) Dividends
The Company paid dividends on the 6 3 / 4 % Cumulative Convertible Preferred Stock on a quarterly basis for each of 2011 and 2010. The Company did not pay any common stock dividends for the years ended December 31, 2011 and 2010 and does not currently intend to pay dividends on its common stock for the foreseeable future.
(d) Securities Authorized For Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2011 regarding securities of the Company to be issued and remaining available for issuance under the equity compensation plans of the Company:
Plan Category
Number of securities to be issued upon exercise of outstanding stock options, awards, warrants and rights
 
Weighted-average exercise price of outstanding stock options, awards, warrants and rights
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
(a)
 
(b)
 
(c)
Equity compensation plans approved by security holders
16,855,474

(1)
$
3.57

 
6,955,209

Equity compensation plans not approved by security holders
249,276

(2)

 

Total
17,104,750

 
$
3.57

 
6,955,209

(1)
Includes 14,152,401 outstanding stock options and stock appreciation rights not yet exercised, 871,880 shares of time-based restricted stock, and 1,831,193 shares of performance-based awards, restrictions on which have not expired as of December 31, 2011. Awards were granted under various incentive plans approved by Cincinnati Bell Inc. shareholders. The number of performance-based awards assumes the maximum awards that can be earned if the performance conditions are achieved.
(2)
The shares to be issued relate to deferred compensation in the form of previously received special awards and annual awards to non-employee directors pursuant to the “Deferred Compensation Plan for Outside Directors.” From 1997 through 2004, the directors received an annual award of phantom stock equivalent to a number of common shares. Subsequent to 2004, the annual award is the equivalent of 6,000 common shares. As a result of a plan amendment effective as of January 1, 2005, upon termination of Board service, non-employee directors are required to take distribution of all annual phantom stock awards in cash. Therefore, the number of actual shares of common stock to be issued pursuant to the plan as of December 31, 2011 is approximately 14,000. This plan also provides that no awards are payable until such non-employee director completes at least five years of active service as a non-employee

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Form 10-K Part II
 
Cincinnati Bell Inc.

director, except if he or she dies while serving as a member of the Board of Directors.
(e) Stock Performance
The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2006 (and the reinvestment of dividends thereafter) in each of (i) the Company’s common shares, (ii) the S&P 500 ® Stock Index, and (iii) the S&P® Integrated Telecommunications Services Index.
(f) Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchases of its common stock during the quarter ended December 31, 2011 :
Period
 
Total Number of Shares (or Units) Purchased
 
Average Price Paid per Share (or Unit)
 
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs *
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs (in millions)*
12/1/2011 - 12/31/2011
 
249,308

 
$
3.05

 
249,308

 
129.2

*
In February 2010, the Board of Directors approved an additional plan for the repurchase of the Company’s outstanding common stock in an amount up to $150 million. The Company may repurchase shares when management believes the share price offers an attractive value and to the extent its available cash is not needed for data center growth and other opportunities. This new plan does not have a stated maturity.

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Form 10-K Part II
 
Cincinnati Bell Inc.

Item 6. Selected Financial Data
The Selected Financial Data should be read in conjunction with the Consolidated Financial Statements and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in this document.
(dollars in millions, except per share amounts)
 
2011
 
2010 (a)
 
2009
 
2008
 
2007
Operating Data
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
1,462.4

 
$
1,377.0

 
$
1,336.0

 
$
1,403.0

 
$
1,348.6

Cost of services and products, selling, general and administrative, depreciation, and amortization expense
 
1,139.9

 
1,054.9

 
1,030.7

 
1,078.7

 
1,026.4

Other operating costs and losses (b)
 
63.0

 
22.8

 
9.8

 
19.1

 
39.8

Operating income
 
259.5

 
299.3

 
295.5

 
305.2

 
282.4

Interest expense
 
215.0

 
185.2

 
130.7

 
139.7

 
154.9

Loss (gain) on extinguishment of debt
 

 
46.5

 
10.3

 
(14.1
)
 
0.7

Net income
 
$
18.6

 
$
28.3

 
$
89.6

 
$
102.6

 
$
73.2

Earnings per common share
 
 
 
 
 
 
 
 
 
 
     Basic
 
$
0.04

 
$
0.09

 
$
0.37

 
$
0.39

 
$
0.25

     Diluted
 
$
0.04

 
$
0.09

 
$
0.37

 
$
0.38

 
$
0.24

Dividends declared per common share
 
$

 
$

 
$

 
$

 
$

Weighted-average common shares outstanding
 
 
 
 
 
 
 
 
 
 
     Basic
 
196.8

 
201.0

 
212.2

 
237.5

 
247.4

     Diluted
 
200.0

 
204.0

 
215.2

 
242.7

 
256.8

 
 
 
 
 
 
 
 
 
 
 
Financial Position
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 
$
1,400.5

 
$
1,264.4

 
$
1,123.3

 
$
1,044.3

 
$
933.7

Total assets
 
2,714.7

 
2,653.6

 
2,064.3

 
2,086.7

 
2,019.6

Total long-term obligations (c)
 
3,073.5

 
2,992.7

 
2,395.1

 
2,472.2

 
2,369.6

 
 
 
 
 
 
 
 
 
 
 
Other Data
 
 
 
 
 
 
 
 
 
 
Cash flow provided by operating activities
 
$
289.9

 
$
300.0

 
$
265.6

 
$
403.9

 
$
308.8

Cash flow used in investing activities
 
(244.7
)
 
(675.5
)
 
(93.8
)
 
(250.5
)
 
(263.5
)
Cash flow (used in) provided by financing activities
 
(48.8
)
 
429.8

 
(155.5
)
 
(172.8
)
 
(98.6
)
Capital expenditures
 
(255.5
)
 
(149.7
)
 
(195.1
)
 
(230.9
)
 
(233.8
)
(a)
Results for 2010 include the acquisition of CyrusOne from the acquisition date of June 11, 2010 to the end of the year. See Note 3 to the Consolidated Financial Statements.
 
 
(b)
Other operating costs and losses consist of restructuring charges, acquisition costs, curtailment losses (gains), goodwill impairment, asset impairments, gain/loss on sale of assets, and an operating tax settlement.
 
 
(c)
Total long-term obligations comprise long-term debt less current portion, pension and postretirement benefit obligations, and other noncurrent liabilities. See Notes 7, 10 and 11 to the Consolidated Financial Statements for discussion related to 2011 and 2010.


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Form 10-K Part II
 
Cincinnati Bell Inc.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Annual Report on Form 10-K and the documents incorporated by reference herein contain forward-looking statements regarding future events and results that are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. See "Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement," for further information on forward-looking statements.

Executive Summary
Cincinnati Bell Inc. and its consolidated subsidiaries (the "Company" or "we") is a full-service regional provider of data and voice communications services over wireline and wireless networks, a full-service provider of data center colocation and related managed services, and a reseller of IT and telephony equipment.
In 2011, we continued to execute on our strategy of becoming the preferred global data center colocation provider to the Fortune 1000. We expanded our data center capacity by 124,000 square feet, including international markets of London and Singapore, and sold 110,000 square feet. Customer demand for outsourced data center services is expected to be strong in future years. We plan to further grow operations in 2012 by expanding existing data center facilities and building new facilities in new geographies, such as Phoenix and San Antonio.
Revenues generated from our fiber-based Fioptics products, including voice, internet, and entertainment services, grew by $18.9 million in 2011. However, revenue from traditional wireline services continue to decline as customers seek out alternative technologies to a traditional landline. Our wireless service revenue also declined in 2011 as competition for these customers continues to be quite intense. Significant operating cost savings were realized in 2011 from sourcing and other cost-saving initiatives.
Cash flows from operations in 2011 were largely utilized to fund the expansion of our data center business and Fioptics services. The Company has no bond or bank debt maturities until 2015, and approximately 90% of our debt maturities are due in 2017 and after. Given that the Company has no debt maturities to repay in the next several years, the Company plans to invest further in its data center colocation operations, including capital expenditures, acquisitions, and working capital, both within and outside its traditional operating territory as we execute on our strategic plan of becoming the preferred global data center colocation provider.
Highlights for 2011 were as follows:

Data Center Colocation

Data Center Colocation revenue increased by 47% in 2011 to $184.7 million, primarily due to the acquisition of CyrusOne in June 2010 and new business earned. Operating income for the year totaled $46.4 million, an increase of $12.2 million over 2010, which was also primarily due to the increase in operating income generated by CyrusOne. Total data center capacity increased by 19% from the prior year to 763,000 square feet as of December 31, 2011, compared to the prior year total of 639,000 square feet of available space. Utilization remained high at 88% for 2011, consistent with the 2010 utilization.

Data Center Colocation spent $118.5 million on capital expenditures in 2011 to build 124,000 square feet of data center space, supporting the continued high growth of this segment.

Wireline

Wireline revenue decreased 1% to $732.1 million due to reductions in voice revenue caused by continued ILEC access line losses. The Company was able to partially offset the access line losses through increased Fioptics and VoIP revenues. The Company ended the year with 621,300 total access lines, a loss of 8% compared to 674,100 access lines at December 31, 2010 and consistent with the 2010 losses.

Fioptics continued to show strong growth during 2011, and as of December 31, 2011, the Company now “passes” and is able to provide its Fioptics services to 134,000 units, about 20% of Greater Cincinnati. The Company had 39,600 entertainment customers as of December 31, 2011, an increase of 41% compared to the end of 2010. The Company also provided and bundled internet and voice service with Fioptics, resulting in 39,300 high-speed internet customers and 29,200 voice customers on Fioptics at the end of 2011. Importantly, the Company's penetration rate of consumer units passed with Fioptics was more

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Cincinnati Bell Inc.

than 30% within twelve months of deploying Fioptics in a particular area, providing appropriately strong returns for this investment.

The decrease in access lines required additional cost reduction programs, resulting in restructuring charges of $7.7 million in 2011. These restructuring charges included future lease costs on abandoned office space, workforce reductions to address decreasing Wireline revenue, and the integration of certain functions of the Wireline and IT Services and Hardware segments.

Wireline operating income of $228.5 million declined by $5.0 million compared to 2010 as the revenue decrease from access line losses more than offset the cost reduction initiatives.

Wireless

Wireless service revenue of $252.4 million in 2011 decreased by 6% compared to 2010, primarily due to 50,000 fewer subscribers. The Company believes it continued to lose subscribers in 2011 due, in part, to customer preference for competitor smartphones, such as the iPhone TM . During 2011, the Company continued to focus its marketing and other resources on acquiring new subscribers who use smartphones, which led to an increase of smartphone postpaid subscribers of 10% to 106,000 subscribers at December 31, 2011 compared to 96,000 subscribers at December 31, 2010. Smartphone subscribers now represent 34% of the Company's postpaid subscribers and have contributed to increased data revenue per subscriber (e.g., text messaging, emails, and internet service), which partly offset a decline in voice revenue. The Company earned $14.54 per month on average from postpaid subscribers for data service in 2011 compared to $11.69 in 2010.

Wireless operating income of $3.3 million declined by $53.0 million compared to 2010. The decrease in operating income is primarily the result of a goodwill impairment charge of $50.3 million.

IT Services and Hardware

Sales of telecom and IT equipment totaled $206.0 million during 2011, an 18% increase from 2010. This increase was primarily due to increased capital spending by business customers as the economy continued to improve in 2011. Professional and managed service revenues increased by $14.7 million in 2011 as customers continued to expand upon IT outsourcing and consulting projects.

Operating income increased by $5.5 million in 2011, as a result of margin on higher revenues, lower restructuring charges, and cost reductions.

Consolidated Results of Operations
2011 Compared to 2010
Service revenue was $1,250.8 million in 2011 , an increase of $51.5 million compared to 2010. Data center revenue increased by $59.4 million , due to expansion of data center facilities and the acquisition of CyrusOne in 2010. Professional and managed services revenue increased by $14.7 million in 2011. Partially offsetting these increases, wireless service revenue declined by $16.8 million in 2011. Growth in Fioptics, VoIP and audio conferencing service revenue was largely offset by declines in local voice, long distance and DSL revenues.
Product revenue totaled $ 211.6 million in 2011 , an increase of $33.9 million, or 19%, compared to 2010 . Sales of telecommunications and IT hardware grew by $31.1 million compared to 2010 , which reflects increased spending by business customers.
Cost of services was $ 464.3 million in 2011 compared to $ 413.9 million in 2010 , an increase of $ 50.4 million , or 12% . Payroll and payroll related costs increased by $20.1 million compared to 2010 due to overtime as well as personnel added to support growth in IT services and data center operations. Other data center costs increased by $18.7 million primarily due to expansion of data center facilities and the acquisition of CyrusOne in 2010. Network costs increased by $7.2 million in 2011 due to growth in Fioptics, audio conferencing and VoIP services, and increased data usage. Contract services increased by $2.3 million in 2011 primarily due to a large number of telephony installations and out-of-territory support performed by outside contractors.
Cost of products sold was $ 213.0 million in 2011 compared to $ 190.6 million in the prior year, an increase of $ 22.4 million , or 12% . This increase resulted from higher sales of telecommunications and IT hardware in 2011.

29

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Selling, general and administrative ("SG&A") expenses were $ 263.1 million in 2011 , a decrease of $ 7.8 million , or 3% , compared to 2010. Lower payroll expense, contract services, advertising and bad debt expense were incurred in 2011 compared to the prior year. Partially offsetting these savings were higher legal and consulting costs and non-employee commissions. Also, the release of a previously established indemnification liability lowered 2011 SG&A costs by $1.2 million.
Depreciation and amortization was $ 199.5 million in 2011 , an increase of $ 20.0 million compared to the prior year. Higher depreciation and amortization was incurred in 2011 due to tangible and intangible assets acquired with CyrusOne in June 2010, as well as the expansion of several data center facilities.
Restructuring charges were $ 12.2 million in 2011 compared to $ 13.7 million in the prior year. In both years, restructuring charges included costs associated with employee separations, lease abandonments and contract terminations. In 2011, pension curtailment losses of $4.2 million resulted from reductions in future pension service credits which arose from a new contract with bargained employees. In 2011, the sale of assets associated with our home security monitoring business resulted in a gain of $8.4 million. In 2011, goodwill impairment losses of $50.3 million were recorded related to the Wireless segment. Asset impairment losses, excluding goodwill, were $ 2.1 million in 2011, resulting from abandonment of certain facilities, equipment, and capital projects. No asset impairment losses were recorded in 2010. Acquisition costs of $2.6 million were incurred in 2011, as acquisition opportunities were investigated in 2011, but none were completed. In 2010, acquisition costs of $9.1 million were incurred due to the completion of the CyrusOne acquisition.
Interest expense was $ 215.0 million in 2011 compared to $ 185.2 million in 2010, an increase of $ 29.8 million . Average debt outstanding was higher in 2011 compared to the prior year primarily due to the acquisition of CyrusOne. In addition, the average interest rate on outstanding debt was also higher in 2011. In 2010, a loss on debt extinguishment of $ 46.5 million was recognized upon the refinancing of the Company's 8 3 / 8 % Senior Notes due 2014 and repayment of the Tranche B Term Loan.
Income tax expense was $ 25.0 million in 2011 compared to $ 38.9 million in the prior year. The lower tax provision reflects a decrease in pre-tax income in 2011 and the effects of one-time discrete adjustments related to 2010. The Company has certain non-deductible expenses, including interest on securities originally issued to acquire its broadband business (the "Broadband Securities") or securities that the Company has subsequently issued to refinance the Broadband Securities. In periods without tax law changes, the Company expects its effective tax rate to exceed statutory rates primarily due to the non-deductible expenses associated with the Broadband Securities. The Company used federal and state net operating losses to defray payment of federal and state tax liabilities. As a result, the Company had cash income tax refunds of $1.2 million in 2011.

2010 Compared to 2009
Service revenue was $1,199.3 million in 2010 , an increase of $29.4 million compared to 2009. Data center revenues increased by $53.5 million primarily due to the acquisition of CyrusOne in June 2010. Professional and managed services increased by $9.6 million compared to 2009. These increases were partially offset by declines in local voice revenues from access line losses and wireless service revenues from lower postpaid subscribers.
Product revenue was $ 177.7 million in 2010 , up $11.6 million compared to 2009. The increase was primarily related to improved sales of IT hardware of $13.8 million, driven by higher spending by customers. This increase was partially offset by lower wireless equipment revenues due to lower subscriber activations and fewer handset upgrades.
Cost of services was $ 413.9 million in 2010 , up $7.8 million, or 2%, compared to 2009. IT Services and Hardware and Data Center Colocation costs increased to support growth in their respective operations. Wireline network costs increased primarily to support growth in VoIP and Fioptics revenues. These increases were offset by decreases in Wireless network and roaming costs.
Cost of products sold was $ 190.6 million in 2010, an increase of $5.7 million from the prior year. Sales of telecommunications and IT hardware increased cost of products by $10.9 million in 2010, primarily offset by lower handset subsidies of $5.0 million compared to 2009.
SG&A expenses were $ 270.9 million in 2010 compared to $274.8 million in the prior year, a decrease of $3.9 million compared to 2009. This decrease was related to lower bad debt and advertising expenses, lower commissions, and decreased costs from third-party service providers. These were offset by higher payroll and employee related costs to support growing operations and the acquisition of CyrusOne in June 2010.
Depreciation and amortization was $ 179.5 million in 2010, up $14.6 million compared to 2009. Higher depreciation and amortization was incurred in 2010 due to tangible and intangible assets acquired with CyrusOne.

30

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Restructuring charges were $ 13.7 million in 2010 and $ 12.6 million in 2009. In both periods, restructuring activities consisted of actions to reduce operating costs and to integrate certain operations. Employee separation costs and special termination benefits were $8.7 million in 2010 and $12.6 million in 2009. Lease abandonment costs were $3.5 million and costs to terminate contracts in conforming the sales commission plans in our data center business were $1.4 million in 2010, with no such costs in 2009. In 2009, a curtailment gain was recognized due to changes in the management pension and postretirement plans.
Acquisition costs of $9.1 million in 2010 represent costs incurred due to the acquisition of CyrusOne. During 2009, the Company sold almost all of its owned wireless licenses for areas outside of its Cincinnati and Dayton, Ohio operating territories. These licenses, which were primarily for the Indianapolis, Indiana region, were sold for $6.0 million, resulting in a loss on sale of the spectrum assets of $4.8 million.
Interest expense increased to $ 185.2 million in 2010 compared to $130.7 million in 2009. The increase compared to the prior year is primarily attributable to higher debt balances to fund the acquisition of CyrusOne and higher interest rates on recently refinanced debt.
The loss on extinguishment of debt of $ 46.5 million in 2010 was due to the redemption of the Company’s 8 3 / 8 % Senior Subordinated Notes due 2014 and the repayment of the Tranche B Term Loan. The loss on extinguishment of debt of $10.3 million for 2009 was primarily due to the redemption of the Company’s 7 1 / 4 % Senior Notes due 2013 and was partially offset by a gain on extinguishment of a portion of the Company’s 7 1 / 4 % Senior Notes due 2023 and Cincinnati Bell Telephone Notes at an average discount of 24%. See Note 7 to the Consolidated Financial Statements for further details.
Income tax expense decreased from $ 64.7 million in 2009 to $ 38.9 million in 2010 primarily due to lower pretax income and a $7.0 million tax benefit associated with a change in valuation allowance on state deferred tax assets that are expected to be utilized as a result of the CyrusOne acquisition. These decreases were partially offset by a $6.5 million charge related to tax matters associated with the refinancing of the 8 3 / 8 % Subordinated Notes and an approximate $4 million charge related to a tax law change that now requires the application of federal income taxes against the retiree Medicare drug subsidy received by the Company.

Discussion of Operating Segment Results
The Company manages its business based upon products and service offerings. At December 31, 2011, we operated four business segments: Wireline, Wireless, Data Center Colocation, and IT Services and Hardware. Certain corporate administrative expenses have been allocated to our business segments based upon the nature of the expense and the relative size of the segment. Intercompany transactions between segments have been eliminated.

31

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Wireline
The Wireline segment provides local voice telephone service and custom calling features, and data services, including high-speed internet access, dedicated network access, ATM — Gig-E based data transport, and dial-up internet access to customers in southwestern Ohio, northern Kentucky, and southeastern Indiana through the operations of CBT, an ILEC in its operating territory of an approximate 25-mile radius of Cincinnati, Ohio. CBT’s network has full digital switching capability and can provide data transmission services to approximately 96% of its in-territory access lines via DSL.
Outside of the ILEC territory, the Wireline segment provides these services through CBET, which operates as a CLEC in the communities north of CBT’s operating territory including the Dayton, Ohio market. CBET provides voice and data services for residential and business customers on its own network and by purchasing unbundled network elements from the ILEC. The Wireline segment links the Cincinnati and Dayton, Ohio geographies through its SONET, which provides route diversity via two separate paths.
In 2011, the Company continued to expand its Fioptics product suite of services, which are fiber-based entertainment, high-speed internet and voice services. Fioptics now passes 134,000 addresses, about 20% of Greater Cincinnati, and has 39,600 Fioptics entertainment customers.
The Wireline segment also includes long distance, audio conferencing, other broadband services including private line and MPLS, and payphone services.
























32

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Wireline continued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ Change
 
% Change
 
 
 
$ Change
 
% Change
 
(dollars in millions, except for operating metrics)
2011
 
2010
 
2011 vs. 2010
 
2011 vs. 2010
 
2009
 
2010 vs. 2009
 
2010 vs. 2009
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Voice - local service
$
280.3

 
$
311.9

 
$
(31.6
)
 
(10
)%
 
$
347.7

 
$
(35.8
)
 
(10
)%
 
Data
291.5

 
283.3

 
8.2

 
3
 %
 
284.3

 
(1.0
)
 
0
 %
 
Long distance and VoIP
111.3

 
104.4

 
6.9

 
7
 %
 
97.1

 
7.3

 
8
 %
 
Entertainment
26.6

 
16.7

 
9.9

 
59
 %
 
7.7

 
9.0

 
117
 %
 
Other
22.4

 
26.2

 
(3.8
)
 
(15
)%
 
26.3

 
(0.1
)
 
0
 %
 
Total revenue
732.1

 
742.5

 
(10.4
)
 
(1
)%
 
763.1

 
(20.6
)
 
(3
)%
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services and products
270.0

 
256.8

 
13.2

 
5
 %
 
251.6

 
5.2

 
2
 %
 
Selling, general and administrative
126.7

 
140.1

 
(13.4
)
 
(10
)%
 
147.0

 
(6.9
)
 
(5
)%
 
Depreciation and amortization
102.4

 
103.9

 
(1.5
)
 
(1
)%
 
103.9

 

 
0
 %
 
Restructuring charges
7.7

 
8.2

 
(0.5
)
 
(6
)%
 
12.6

 
(4.4
)
 
(35
)%
 
Curtailment loss (gain)
4.2

 

 
4.2

 
n/m

 
(7.6
)
 
7.6

 
n/m

 
Gain on sale of assets
(8.4
)
 

 
(8.4
)
 
n/m

 

 

 
n/m

 
Impairment of assets
1.0

 

 
1.0

 
n/m

 

 

 
n/m

 
Total operating costs and expenses
503.6

 
509.0

 
(5.4
)
 
(1
)%
 
507.5

 
1.5

 
0
 %
 
Operating income
$
228.5

 
$
233.5

 
$
(5.0
)
 
(2
)%
 
$
255.6

 
$
(22.1
)
 
(9
)%
 
Operating margin
31.2
%
 
31.4
%
 
 
 
(0.2
)
pts
33.5
%
 
 
 
(2.1)

pts
Capital expenditures
$
112.6

 
$
98.6

 
$
14.0

 
14
 %
 
$
133.0

 
$
(34.4
)
 
(26
)%
 
Metrics information (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local access lines
621.3

 
674.1

 
(52.8
)
 
(8
)%
 
723.5

 
(49.4
)
 
(7
)%
 
High-speed internet subscribers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DSL subscribers
218.0

 
228.9

 
(10.9
)
 
(5
)%
 
233.8

 
(4.9
)
 
(2
)%
 
Fioptics internet subscribers
39.3

 
27.2

 
12.1

 
44
 %
 
13.8

 
13.4

 
97
 %
 
 
257.3

 
256.1

 
1.2

 
0
 %
 
247.6

 
8.5

 
3
 %
 
Long distance lines
447.4

 
482.8

 
(35.4
)
 
(7
)%
 
508.3

 
(25.5
)
 
(5
)%
 
Fioptics entertainment subscribers
39.6

 
28.1

 
11.5

 
41
 %
 
15.2

 
12.9

 
85
 %
 
2011 Compared to 2010
Revenues
Voice local service revenue includes local service, value added services, digital trunking, switched access, and information services. Voice local service revenue was $280.3 million in 2011, down $31.6 million , or 10% , compared to 2010. These revenues have declined primarily due to fewer local access lines in use. Access lines were 621,300 at December 31, 2011, down 52,800 , or 8% , compared to a year earlier. The decline in access lines resulted from several factors, including customers electing to solely use wireless service in lieu of traditional local wireline service, Company-initiated disconnections of customers with credit problems, and customers electing to use service from other providers.
Data revenue consists of Fioptics high-speed internet access, DSL high-speed internet access, dial-up internet access, data transport, and LAN interconnection services. Data revenue was $291.5 million in 2011, up $8.2 million , or 3% , compared to 2010. Revenue from Fioptics high-speed internet service increased to $15.8 million in 2011, up from $10.2 million in the prior year. As of December 31, 2011, high-speed internet Fioptics customers were 39,300 , which is 44% higher than a year ago. LAN service revenue also increased by $5.6 million on a year-over-year basis. Lower DSL revenue partially offset these increases. DSL subscribers of 218,000 at the end of 2011 decreased by 5% from 2010.
Long distance and VoIP revenue was $ 111.3 million in 2011, an increase of $ 6.9 million , or 7% , compared to 2010. In 2011, both audio conferencing and VoIP services increased due to a larger number of subscribers and higher usage. Partially offsetting this favorable trend, long distance residential revenue declined by $4.1 million in 2011. As of December 31, 2011,

33

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

long distance subscriber lines were 447,400 , a 7% decrease compared to a year earlier. Long distance subscriber lines have declined as consumers opt to utilize wireless and VoIP services.
Entertainment revenue was $ 26.6 million in 2011, up $ 9.9 million , or 59% , compared to the prior year due to growth in Fioptics subscribers. As of December 31, 2011, Fioptics entertainment subscribers were 39,600 , up 41% from a year ago. The Company continues to expand its Fioptics service area as there is strong consumer demand for this service.
Other revenue was $ 22.4 million in 2011, down $ 3.8 million compared to the prior year. The sale of the Company's home security monitoring business decreased revenues by $2.1 million in 2011. Fewer wire installation jobs also contributed to lower revenues compared to the prior year.
Costs and Expenses
Cost of services and products was $270.0 million in 2011, an increase of $13.2 million , or 5% , compared to 2010. Payroll related costs and contract services were up $6.6 million and $2.7 million, respectively, primarily due to overtime associated with the start-up of Fioptics IPTV, as well as higher volumes of repair work resulting from record rainfall in our operating territory. Network costs also increased by $6.0 million in 2011 compared to last year as a result of growth in audio conferencing, VoIP, and Fioptics services.
SG&A expenses were $126.7 million in 2011, down $13.4 million , or 10% compared to the prior year. Payroll and other employee related costs were down $10.1 million due to lower headcount. Contract services and advertising costs were down $2.8 million and $1.5 million, respectively, compared to 2010. Partially offsetting these favorable variances, legal and consulting costs and non-employee commissions were higher in 2011.
Depreciation and amortization was $102.4 million in 2011, which was down $1.5 million compared to the prior year.
Restructuring charges were $7.7 million in 2011 compared to $8.2 million in the prior year. The Company continues to manage the cost structure of this business. Employee separation costs were $3.5 million in 2011 and $4.9 million in 2010. Lease abandonment costs were $2.5 million and $3.3 million in 2011 and 2010, respectively. Contract termination costs were $1.7 million in 2011, with no such costs incurred in the prior year.
The sale of substantially all the assets associated with our home security monitoring business in 2011 resulted in a gain of $ 8.4 million . Curtailment losses of $4.2 million were recognized from the reduction of future pension benefits for certain bargained employees. Asset impairment losses were $1.0 million in 2011, with no such losses in 2010. Asset impairment losses arose from abandoned leasehold improvements related to vacated office space and the write-down to fair value of certain assets held for sale.
Capital Expenditures
Capital expenditures are incurred to maintain the wireline network, expand the Company's Fioptics product suite, and upgrade its DSL network. Capital expenditures were $112.6 million in 2011, up $14.0 million from 2010. Spending to expand the Company's Fioptics service area increased by $22.1 million from 2010 to 2011. At December 31, 2011, the Company's Fioptics service passes 134,000 units. The increased spending was offset by lower spending in the expanded VoIP service areas.

2010 Compared to 2009
Revenues
Voice local service revenue was $311.9 million in 2010, a decrease of 10% compared to the prior period. The decrease in revenue was driven by a decrease in the use of local access lines from the prior year. Access lines decreased by 49,400 , or 7% .
Data revenue was $283.3 million in 2010, which was essentially flat compared to the same period in 2009. As of December 31, 2010, the Company had 27,200 high-speed internet Fioptics subscribers, which is a 13,400 subscriber, or 97%, increase, from the December 31, 2009 total of 13,800 subscribers. These increases were primarily offset by lower DSL revenue resulting from a decline in subscribers and average revenue per subscriber.
Long distance and VoIP revenue was $104.4 million in 2010, an increase of $7.3 million , or 8% , compared to 2009. The increase was primarily attributable to an increase in VoIP and audio conferencing services provided to additional subscribers. This increase was partially offset by a 5% decrease in long distance subscriber lines, which is consistent with the local voice access line loss.

34

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Entertainment revenue was $16.7 million in 2010, up $9.0 million , or 117% , compared to 2009. Fioptics entertainment revenue grew by $7.5 million compared to the same period in 2009. Fioptics entertainment subscribers totaled 28,100 at December 31, 2010, an increase of 85% compared to December 31, 2009. The increase in entertainment subscribers is related to expansions of the Fioptics network and high customer demand.
Other revenue was $26.2 million for 2010, substantially the same as 2009.
Costs and Expenses
Cost of services and products was $256.8 million , an increase of $5.2 million , or 2% , versus 2009. The increase was primarily driven by higher network costs to support growth in VoIP and Fioptics revenues, higher operating taxes and higher costs associated with employee healthcare benefits. These expenses were offset by a decrease in costs from lower wages and less pension and postretirement costs.
SG&A expenses were $140.1 million , a decrease of $6.9 million , or 5% , versus a year ago. The decrease was primarily due to a $4.1 million decrease in bad debt expense, decreases in costs from third-party service providers and lower advertising expenses.
Depreciation and amortization was $103.9 million in 2010, flat as compared to a year ago.
Restructuring charges in 2010 were $8.2 million, a decrease of $4.4 million compared to the prior year. Restructuring charges in 2010 were from employee separation obligations of $4.9 million and future lease costs on abandoned office space of $3.3 million. Restructuring expenses for 2009 resulted from employee separation obligations and amortization of pension and postretirement special termination benefits related to early retirement offers. A curtailment gain of $7.6 million was also recognized in 2009. See Notes 10 and 11 to the Consolidated Financial Statements for further information.

Capital Expenditures
Capital expenditures were $98.6 million in 2010, a decrease of $34.4 million , or 26%, compared to 2009. The decrease is primarily related to lower capital spending on the fiber network in 2010.

35

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Wireless
The Wireless segment provides advanced digital voice and data communications services through the operation of a regional wireless network in the Company’s licensed service territory, which surrounds Cincinnati and Dayton, Ohio and includes areas of northern Kentucky and southeastern Indiana. Although Wireless does not market to customers outside of its licensed service territory, it is able to provide service outside of this territory through roaming agreements with other wireless operators. The segment also sells wireless handset devices and related accessories to support its service business.
   
 
 
 
 
$ Change
 
% Change
 
 
 
$ Change
 
% Change
 
(dollars in millions, except for operating metrics)
2011
 
2010
 
2011 vs. 2010
 
2011 vs. 2010
 
2009
 
2010 vs. 2009
 
2010 vs. 2009
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Postpaid service
$
199.2

 
$
214.6

 
$
(15.4
)
 
(7
)%
 
$
228.1

 
$
(13.5
)
 
(6
)%
 
Prepaid service
53.2

 
54.6

 
(1.4
)
 
(3
)%
 
51.7

 
2.9

 
6
 %
 
Equipment and other
25.2

 
20.0

 
5.2

 
26
 %
 
27.2

 
(7.2
)
 
(26
)%
 
Total revenue
277.6

 
289.2

 
(11.6
)
 
(4
)%
 
307.0

 
(17.8
)
 
(6
)%
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services and products
134.2

 
137.4

 
(3.2
)
 
(2
)%
 
161.6

 
(24.2
)
 
(15
)%
 
Selling, general and administrative
55.2

 
61.1

 
(5.9
)
 
(10
)%
 
68.2

 
(7.1
)
 
(10
)%
 
Depreciation and amortization
33.5

 
33.4

 
0.1

 
0
 %
 
39.4

 
(6.0
)
 
(15
)%
 
Restructuring charges

 
1.0

 
(1.0
)
 
n/m

 

 
1.0

 
n/m

 
Loss on sale of asset

 

 

 
n/m

 
4.8

 
(4.8
)
 
n/m

 
Impairment of goodwill
50.3

 

 
50.3

 
n/m

 

 

 
n/m

 
Impairment of assets, excluding goodwill
1.1

 

 
1.1

 
n/m

 

 

 
n/m

 
Total operating costs and expenses
274.3

 
232.9

 
41.4

 
18
 %
 
274.0

 
(41.1
)
 
(15
)%
 
Operating income
$
3.3

 
$
56.3

 
$
(53.0
)
 
(94
)%
 
$
33.0

 
$
23.3

 
71
 %
 
Operating margin
1.2
%
 
19.5
%
 
 
 
(18.3
)
pts
10.7
%
 
 
 
8.8
pts
Capital expenditures
$
17.6

 
$
11.7

 
$
5.9

 
50
 %
 
$
34.9

 
$
(23.2
)
 
(66
)%
 
Metrics information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Postpaid ARPU*
$
50.06

 
$
49.79

 
$
0.27

 
1
 %
 
$
48.56

 
$
1.23

 
3
 %
 
Prepaid ARPU*
$
28.58

 
$
29.58

 
$
(1.00
)
 
(3
)%
 
$
28.64

 
$
0.94

 
3
 %
 
Postpaid subscribers (in thousands)
311.0

 
351.2

 
(40.2
)
 
(11
)%
 
379.1

 
(27.9
)
 
(7
)%
 
Prepaid subscribers (in thousands)
148.0

 
157.8

 
(9.8
)
 
(6
)%
 
154.0

 
3.8

 
2
 %
 
Average postpaid churn
2.2
%
 
2.1
%
 
 
 
0.1

pts
2.2
%
 
 
 
(0.1
)
pts
*
The Company has presented certain information regarding monthly average revenue per user (“ARPU”) because the Company believes ARPU provides a useful measure of the operational performance of the wireless business. ARPU is calculated by dividing service revenue by the average subscriber base for the period.

2011 Compared to 2010
Revenue
Postpaid service revenue was $199.2 million in 2011, a decrease of $15.4 million , or 7% , compared to a year ago. The decrease in postpaid service revenue was driven by an 11% decrease in subscribers, and a decrease in voice minutes of use, partially offset by higher data usage. The Company believes it continued to lose subscribers in 2011 due in part to customer preference for competitor smartphones, such as the iPhone TM . The Company continued to focus its marketing efforts on smartphones, which promote increased data usage and resulting data ARPU. At December 31, 2011, the Company had 106,000 postpaid smartphone subscribers compared to 96,000 postpaid smartphone subscribers at December 31, 2010, which lead to an

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Cincinnati Bell Inc.

increase of data ARPU from $11.69 in 2010 to $14.54 in 2011. However, total postpaid ARPU remained steady as the decline in voice revenue per subscriber, due to fewer minutes of use, mostly offset the 24% increase in data ARPU.
Prepaid service revenue was $53.2 million in 2011, a decrease of $1.4 million compared to the prior year. Prepaid subscribers were 148,000 at December 31, 2011, a 6% decline from a year earlier, due to aggressive competitor promotions on prepaid service. In response to competitor promotions, the Company also promoted discounted rate plans, which resulted in a 3% decrease in prepaid ARPU compared to to the prior year.
Equipment and other revenue for 2011 increased $5.2 million to $25.2 million in 2011 primarily due to higher revenue per smartphone handset sales to consumers and increased sales to a wholesale distributor.
Costs and Expenses
Cost of services and products consists largely of network operation costs, interconnection expenses with other telecommunications providers, roaming expense (which is incurred for subscribers to use their handsets in the territories of other wireless service providers), and cost of handsets and accessories sold. These expenses decreased $3.2 million during 2011 versus the prior year period. This decrease was primarily attributable to lower handset subsidies and contract services compared to the prior year, which was partially offset by higher cost of goods sold due to the increase in equipment revenue and higher network operation costs resulting from increased smartphone penetration and data usage. Handset subsidies were lower in 2011 as holiday promotions were less extensive than the prior year.
SG&A decreased $5.9 million in 2011 compared to 2010, primarily due to a $2.8 million decrease in third-party service provider and payroll costs and a $2.6 million decrease in advertising and promotional expenses due to cost reduction initiatives.
Depreciation and amortization was $33.5 million in 2011, essentially flat compared to a year ago. In 2011, Wireless began amortizing its trademark license which added $1.5 million of amortization expense. The increase in amortization was offset by a decrease in depreciation on tangible assets.
In 2011, Wireless recognized a goodwill impairment loss of $ 50.3 million and asset impairment losses of $ 1.1 million . The goodwill impairment loss arose from declines in revenues and wireless subscribers. Asset impairments were recognized for canceled capital projects. In 2010, Wireless incurred a $1.0 million restructuring charge primarily for employee separation costs.
Capital Expenditures
Capital expenditures were $17.6 million in 2011, up $5.9 million compared to 2010. During 2011, Wireless deployed software upgrades and incurred additional fiber costs to begin its network upgrade to 4G using HSPA+ technology.

2010 Compared to 2009
Revenue
Postpaid service revenue was $214.6 million for the full year 2010, a decrease of $13.5 million , or 6% , compared to 2009. The decrease in postpaid service revenue was primarily driven by a 7% decrease in subscribers. Postpaid ARPU was $49.79 , up $1.23, or 3%, compared to the prior year. Higher data usage substantially offset a decline in voice usage. At December 31, 2010, the Company had 96,000 postpaid smartphone subscribers compared to 83,000 postpaid smartphone subscribers at December 31, 2009, a 16% increase from the same period a year ago. The increase in smartphone subscribers increased data usage, and the Company earned $11.69 of data ARPU in 2010 compared to $10.00 in 2009.
Prepaid service revenue was $54.6 million in 2010, an increase of $2.9 million , or 6% , compared to the same period in 2009. Prepaid subscribers were 157,800 at December 31, 2010, up 2% from a year earlier. The increase in revenue was a result of the increase in subscribers and higher value rate plans, which contributed to an increase in ARPU of $0.94 compared to 2009.
Equipment and other revenue in 2010 was $ 20.0 million , down $ 7.2 million compared to 2009. The decrease in equipment revenue of $2.9 million was related to lower subscriber activations and less handset upgrades. Other revenue decreased $4.3 million due to lower tower rent revenue resulting from the sale of wireless towers in December 2009.



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Cincinnati Bell Inc.

Costs and Expenses
Cost of services and products was $137.4 million , a decrease of $24.2 million , or 15% , compared to 2009. The decrease was primarily attributable to a $10.1 million decrease in roaming costs due to renegotiated rates and lower minutes of use, lower handset subsidies of $5.0 million primarily due to lower activations and less handset upgrades, and a $4.3 million decrease in third-party service provider and internal labor costs due to outsourcing and cost reduction initiatives. In addition, the sale of wireless towers in December 2009 also contributed to lower costs in 2010.
SG&A expenses were $61.1 million in 2010, a decrease of $7.1 million , or 10% , compared to 2009. This decrease was primarily due to a $2.9 million decrease in bad debt expense, a $2.9 million decrease in third-party service provider and internal labor costs due to outsourcing and cost reduction initiatives, as well as lower commissions due to decreased revenues.
Depreciation and amortization was $33.4 million for 2010, a $6.0 million decrease as compared to 2009. This decrease was primarily associated with the sale of wireless towers in the fourth quarter of 2009. Amortization expense decreased by $0.5 million from the prior year due to the Company’s accelerated amortization methodology.
In the fourth quarter of 2010, Wireless incurred a $1.0 million restructuring charge primarily for employee separation costs.
During 2009, the Company sold almost all of its owned wireless licenses for areas outside of its Cincinnati and Dayton, Ohio operating territories. These licenses, which were primarily for the Indianapolis, Indiana region, were sold for $6.0 million, resulting in a loss on sale of the spectrum assets of $4.8 million.

Capital Expenditures
Capital expenditures were $11.7 million in 2010, a decrease of $23.2 million , or 66% , compared to 2009, primarily related to lower network spending.

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Cincinnati Bell Inc.

Data Center Colocation
The Data Center Colocation segment provides large enterprise customers with outsourced data center operations, including all necessary redundancy, security, power, cooling, and interconnection. On June 11, 2010, the Company acquired CyrusOne, a data center colocation provider based in Texas, for approximately $526 million, net of cash acquired. The Company funded the purchase with borrowings and available cash. See Note 3 to the Consolidated Financial Statements for further information.
   
 
 
 
 
$ Change
 
% Change
 
 
 
$ Change
 
% Change
 
(dollars in millions, except for operating metrics)
2011
 
2010
 
2011 vs. 2010
 
2011 vs. 2010
 
2009
 
2010 vs. 2009
 
2010 vs. 2009
 
Revenue
$
184.7

 
$
125.3

 
$
59.4

 
47
 %
 
$
71.8

 
$
53.5

 
75
%
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services
59.7

 
39.2

 
20.5

 
52
 %
 
30.1

 
9.1

 
30
%
 
Selling, general and administrative
23.8

 
15.9

 
7.9

 
50
 %
 
9.7

 
6.2

 
64
%
 
Depreciation and amortization
54.8

 
34.6

 
20.2

 
58
 %
 
15.0

 
19.6

 
131
%
 
Restructuring charges

 
1.4

 
(1.4
)
 
n/m

 

 
1.4

 
n/m

 
Total operating costs and expenses
138.3

 
91.1

 
47.2

 
52
 %
 
54.8

 
36.3

 
66
%
 
Operating income
$
46.4

 
$
34.2

 
$
12.2

 
36
 %
 
$
17.0

 
$
17.2

 
101
%
 
Operating margin
25.1
%
 
27.3
%
 
 
 
(2.2
)
pts
23.7
%
 
 
 
3.6

pts
Capital expenditures
$
118.5

 
$
31.1

 
$
87.4

 
n/m

 
$
23.0

 
$
8.1

 
35
%
 
Metrics information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data center capacity (in square feet)
763,000

 
639,000

 
124,000

 
19
 %
 
446,000

 
193,000

 
43
%
 
Utilization rate*
88
%
 
88
%
 
 
 

pts
87
%
 
 
 
1

pt
 
*
The utilization rate is calculated by dividing data center square footage that is committed contractually to customers, if built, by total data center square footage. Some data center square footage that is committed contractually may not yet be billing to the customer.
 
2011 Compared to 2010
Revenue
Data center service revenue consists of recurring colocation rents and nonrecurring revenue for installation of customer equipment. Revenue increased $59.4 million in 2011 as compared to 2010 primarily due to the acquisition of CyrusOne in June 2010 and new business earned in 2011. Changes to the presentation of certain customers' utility billings in 2011 also added $7.6 million to revenues for the year.
The Data Center Colocation business had capacity of 763,000 square feet of data center space at December 31, 2011, up 19% from a year earlier. Data center space was added in the U.S., England, and Singapore. The utilization rate of 88% was consistent with the prior year. Utilized square feet increased from 563,000 square feet at the end of 2010 to 673,000 square feet at the end of 2011, a 20% increase.
Costs and Expenses
Cost of services increased in 2011 compared to 2010 by $ 20.5 million due to growth in data center revenues and the acquisition of CyrusOne in June 2010. CyrusOne's cost of services increased by $13.4 million compared to the prior year, due to a full year of these costs in 2011 as well as higher operating costs associated with expansion of data center facilities including payroll, utilities and rent. The change in the presentation of certain customers' utility billings, described above, also increased cost of services by $7.6 million.



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Cincinnati Bell Inc.

SG&A costs increased by $ 7.9 million to $ 23.8 million in 2011. SG&A costs increased as a result of CyrusOne expenses being included for the full year in 2011. In addition, legal and consulting costs increased in 2011 related to start-up costs associated with new locations, and advertising costs increased as CyrusOne enhanced its internet marketing and commenced a national branding campaign.
The $ 20.2 million increase in depreciation and amortization expense for 2011 compared to 2010 was primarily due to the assets acquired with CyrusOne and additional assets placed in service to increase data center capacity.
A restructuring charge of $1.4 million was incurred in 2010 for payments to be made in order to conform the Cincinnati-based operation’s commission incentive program to the CyrusOne program.
Capital Expenditures
Capital expenditures were $118.5 million in 2011, an increase of $87.4 million from the prior year. During 2011, the Data Center Colocation business completed construction on 116,000 square feet of space in the U.S., 5,000 square feet in London, England, and 3,000 square feet in Singapore. In addition, the Company purchased land in Phoenix, Arizona, and land and a building shell in San Antonio, Texas. The Company intends to continue to pursue additional customers and growth in its data center business, and is prepared to commit additional resources, including resources for capital expenditures, acquisitions and working capital both within and outside of its traditional operating territory to support this growth.

2010 Compared to 2009
Revenue
Data center revenue in 2010 was $125.3 million, an increase of $53.5 million, or 75%, compared to the same period in 2009. The increase in revenue was primarily related to the acquisition of CyrusOne in June 2010, which had revenue of $45.0 million since its acquisition. Additionally, the Cincinnati-based data center operations generated higher revenue in 2010 as compared to 2009 due to a full year of revenue from its Lebanon, Ohio facility which was opened at the end of the first quarter of 2009, and from a 12,000 square feet increase in its utilized data center space at December 31, 2010 compared to the prior year end.
The Data Center Colocation business had 639,000 square feet of data center space at December 31, 2010, up 43% from a year earlier, primarily from the acquisition of CyrusOne in June 2010. At December 31, 2010 the utilization rate of the Company's data center facilities was 88%, up slightly from the previous year.
Costs and Expenses
Cost of services was $39.2 million for 2010, up $9.1 million, or 30%, compared to 2009. The increase is primarily related to the acquisition of CyrusOne and expansion of the Cincinnati-based operations. CyrusOne's cost of services was $11.8 million in 2010 since its acquisition.
SG&A expenses were $15.9 million for 2010, up $6.2 million, or 64%, versus the prior year. The increase is primarily related to the acquisition of CyrusOne. CyrusOne's SG&A costs were $5.6 million since its acquisition.
The increase in depreciation and amortization expense for 2010 compared to 2009 was primarily due to the assets acquired from the CyrusOne acquisition. Depreciation and amortization expense for CyrusOne was $8.5 million and $8.1 million, respectively, in 2010. A restructuring charge of $1.4 million was incurred in 2010 to terminate a sales commission plan and conform the incentive program across all data center operations.
Capital Expenditures
Capital expenditures were $31.1 million in 2010, an increase of $8.1 million, or 35%, compared to 2009. An increase in capital expenditures was undertaken to expand the acquired CyrusOne data centers.

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Cincinnati Bell Inc.

IT Services and Hardware
The IT Services and Hardware segment provides a full range of managed IT solutions, including managed infrastructure services, IT and telephony equipment sales, and professional IT staffing services. These services and products are provided in multiple geographic areas through the Company’s subsidiaries, CBTS, CBTS Canada Inc., CBTS Software LLC, and Cincinnati Bell Technology Solutions UK Limited. By offering a full range of equipment and outsourced services in conjunction with the Company’s wireline network services, the IT Services and Hardware segment provides end-to-end IT and telecommunications infrastructure management designed to reduce cost and mitigate risk while optimizing performance for its customers.
 
 
 
 
 
$ Change
 
% Change
 
 
 
$ Change
 
% Change
 
(dollars in millions)
2011
 
2010
 
2011 vs. 2010
 
2011 vs. 2010
 
2009
 
2010 vs. 2009
 
2010 vs. 2009
 
Revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Telecom and IT equipment distribution
$
206.0

 
$174.9
 
$
31.1

 
18
 %
 
$
161.1

 
$
13.8

 
9
 %
 
Managed services
64.7

 
55.1
 
9.6

 
17
 %
 
49.4

 
5.7

 
12
 %
 
Professional services
29.8

 
24.7
 
5.1

 
21
 %
 
20.8

 
3.9

 
19
 %
 
Total revenue
300.5

 
254.7
 
45.8

 
18
 %
 
231.3

 
23.4

 
10
 %
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of services and products
243.0

 
202.6
 
40.4

 
20
 %
 
182.1

 
20.5

 
11
 %
 
Selling, general and administrative
37.4

 
37.7
 
(0.3
)
 
(1
)%
 
32.3

 
5.4

 
17
 %
 
Depreciation and amortization
8.4

 
7.3
 
1.1

 
15
 %
 
6.2

 
1.1

 
18
 %
 
Restructuring charges
1.9

 
2.8
 
(0.9
)
 
(32
)%
 

 
2.8

 
n/m

 
Total operating costs and expenses
290.7

 
250.4
 
40.3

 
16
 %
 
220.6

 
29.8

 
14
 %
 
Operating income
$
9.8

 
$
4.3

 
$
5.5

 
128
 %
 
$
10.7

 
$
(6.4
)
 
(60
)%
 
Operating margin
3.3
%
 
1.7
%
 
 
 
1.6

pts
4.6
%
 
 
 
(2.9)

pts
Capital expenditures
$
6.8

 
$
8.3

 
$
(1.5
)
 
(18
)%
 
$
3.8

 
$
4.5

 
118
 %
 

2011 Compared to 2010
Revenue
Revenue from telecom and IT equipment distribution represents the sale, installation, and maintenance of major, branded IT and telephony equipment. Telecom and IT equipment distribution revenue was $206.0 million in 2011, an increase of $31.1 million , or 18% , compared to 2010. The increase in 2011 versus 2010 is primarily attributable to higher equipment sales arising from increased capital spending by business customers.
Managed services revenue consists of managed VoIP solutions and IT services that include network management, electronic data storage, disaster recovery and data security management. In 2011, managed services revenue was $64.7 million , an increase of $9.6 million , or 17% ,compared to the same period a year ago. Increased managed services provided to one of the Company's largest customers accounted for the higher revenues.
Professional services revenue consists of long-term and short-term IT outsourcing and consulting engagements and was $29.8 million for 2011, an increase of $5.1 million , or 21% , from a year ago. Increased demand for professional services from existing customers in 2011 compared to the prior year resulted in IT Services and Hardware expanding its portfolio of IT professionals.
Costs and Expenses
Cost of services and products was $243.0 million in 2011, an increase of $40.4 million , or 20% , compared to 2010. Cost of equipment sold increased $25.1 million as a result of the higher revenue from telecom and IT equipment distribution. Additionally, increased demand for managed and professional services drove an increase in payroll and payroll related costs and contract service expenses from the prior year of $13.3 million.

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Cincinnati Bell Inc.

SG&A expenses were $37.4 million in 2011, a decrease of $0.3 million , or 1% , from the prior year. SG&A was relatively flat despite higher revenues due to cost reduction initiatives.
The $ 1.1 million increase in depreciation and amortization expense for 2011 compared to 2010 was primarily due to assets placed in service to support the expansion of managed services and professional services projects.
Restructuring charges related to employee separation obligations of $ 1.9 million and $ 2.8 million were recognized in 2011 and 2010, respectively. The consolidation of certain products and the continued integration of certain functions into the Wireline segment led to these charges.
Capital Expenditures
Capital expenditures were $6.8 million in 2011 compared to $8.3 million in 2010. Capital expenditures were higher in 2010 due to the start-up of a higher number of new managed service projects.

2010 Compared to 2009
Revenue
Revenue from telecom and IT equipment distribution was $174.9 million in 2010, an increase of $13.8 million , or 9% , compared to 2009. The increase in 2010 versus 2009 was primarily attributable to higher hardware sales and increased capital spending by business customers from the prior year as a result of the improving economy in 2010.
In 2010, managed services revenue was $55.1 million , an increase of $5.7 million , or 12% , compared to the same period a year ago. The increase versus 2009 was primarily from a $5.2 million increase in services provided to one of the Company's largest customers.
Professional services revenue was $24.7 million for 2010, an increase of $3.9 million , or 19% , from a year ago, as the Company continued to expand its portfolio of IT professionals to grow these outsourcing and consulting engagements.
Costs and Expenses
Cost of services and products was $202.6 million in 2010, an increase of $20.5 million , or 11% , compared to 2009. The increase was related to higher telecom and equipment distribution revenue and higher payroll related costs to support the growth in managed services and professional services revenues.
SG&A expenses were $37.7 million in 2010, an increase of $5.4 million , or 17% , from the prior year. The increase in 2010 was due to an increase of $6.1 million in payroll and employee related costs to support the growing operations.
The increase in depreciation and amortization expense for 2010 compared to 2009 was primarily due to the increased capital expenditures to support the expansion of managed services and professional services projects.
During 2010, the IT Services and Hardware segment incurred employee separation charges of $2.8 million associated with the integration of certain functions with the Wireline segment.
Capital Expenditures
Capital expenditures were $8.3 million in 2010, up $4.5 million compared to 2009, due to higher spending on new capital projects to begin new managed service projects.

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Cincinnati Bell Inc.

Corporate
Corporate is comprised primarily of general and administrative costs that have not been allocated to the business segments. Corporate costs totaled $28.5 million in 2011, $29.0 million in 2010, and $20.8 million in 2009.

2011 Compared to 2010
Corporate costs decreased by $0.5 million compared to the prior year. Expenses decreased as a result of lower acquisition costs, the release of a previously established indemnification liability of $1.2 million, and cost savings for third-party services of $0.5 million. Acquisition costs were $2.6 million in 2011, down from $9.1 million in 2010 associated with the acquisition of CyrusOne. In 2011, acquisition opportunities were pursued but none were completed. Mostly offsetting these decreases were increases in payroll and benefit related costs of $5.4 million and restructuring charges of $2.3 million. Payroll and benefit related costs increased due to higher headcount, incentive compensation, long-term disability obligations and stock-based compensation expense.

2010 Compared to 2009
The increase in corporate costs of $8.2 million in 2010 from 2009 was primarily due to $9.1 million of acquisition costs on the purchase of CyrusOne and higher payroll and related costs. These cost increases were partially offset by lower stock-based compensation costs. The mark-to-market impact for the cash-payment compensation plans that are indexed to the change in the Company’s stock price was $1.0 million of income in 2010.

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Cincinnati Bell Inc.

Financial Condition, Liquidity, and Capital Resources
Capital Investment, Resources and Liquidity
Short-term view
Our primary source of cash is generated by operations. In 2011, 2010 and 2009, we generated $289.9 million , $300.0 million, and $265.6 million, respectively, of cash flows from operations. We expect cash flows from operations to be our primary source of cash in 2012. As of December 31, 2011, we also had $363.3 million of short-term liquidity, comprised of $73.7 million of cash and cash equivalents, $210.0 million of undrawn capacity on the Corporate credit facility, and $79.6 million of unused capacity on the Receivables Facility.
Our primary uses of cash are capital expenditures and debt service. In 2011, 2010, and 2009, capital expenditures were $255.5 million , $149.7 million, and $195.1 million, respectively. The higher capital expenditures in 2011 resulted from increased spending on new data centers. The Company expects continued success with its data center operations, which could result in 2012 capital expenditures of $300 million to $400 million. In 2011, 2010, and 2009, debt repayments were $11.5 million , $1,554.5 million, and $506.5 million, respectively, and interest payments were $211.8 million, $172.4 million and $118.8 million, respectively. In 2010 and 2009, debt repayments refinanced and extended maturities on existing debt and, to a lesser extent, repurchased debt at attractive prices prior to their scheduled maturities. Interest payments increased in 2011 based on increased debt levels to fund the CyrusOne acquisition and higher interest rates upon debt refinancing. In 2012, our contractual debt maturities, including capital lease obligations, are $13.0 million and associated contractual interest payments are expected to be approximately $209 million.
To a lesser extent, cash is also utilized to pay preferred stock dividends, to repurchase shares of our common stock, and to fund pension obligations. Dividends paid on preferred stock were $10.4 million in each of 2011, 2010 and 2009. We do not currently pay dividends on our common shares, nor do we plan to pay dividends on these shares in 2012. In 2011, 2010, and 2009, cash used to repurchase common shares was $10.4 million, $10.0 million and $73.2 million, respectively. As of December 31, 2011, management has authority to repurchase additional common shares with a value up to $129.2 million under the most recent plan approved by the Board of Directors. This plan does not have a stated maturity date. Management may purchase additional shares in the future, to the extent that cash is available and management believes the share price offers an attractive value. Contributions to our qualified pension plans for 2012 are expected to be $30 million .
The Company’s Receivables Facility, which had $79.6 million in available borrowing capacity at December 31, 2011, is subject to renewal annually. While we expect to continue to renew this facility, we would be required to use cash, our Corporate revolving credit facility, or other sources to repay any outstanding balance on the Receivables Facility, if it were not renewed. At December 31, 2011, there were no borrowings outstanding under this facility.
Management believes that cash on hand, cash generated from operations, and cash from its credit facilities will be adequate to meet the Company's investing and financing needs for 2012.
Long-term view, including debt covenants
As of December 31, 2011, the Company had $2.5 billion of outstanding indebtedness and an accumulated deficit of $3.2 billion . A significant amount of indebtedness was previously incurred from the purchase and operation of a national broadband business, which was sold in 2003.
In addition to the uses of cash described in the Short-term view section above, the Company has significant long-term debt maturities that come due after 2012. Contractual debt maturities, including capital lease obligations, are $18.9 million in 2013, $6.3 million in 2014, $253.2 million in 2015, $6.0 million in 2016 and $2.2 billion thereafter. In addition, we have ongoing obligations to fund our qualified pension plans. Based on current legislation and current actuarial assumptions, we estimate these contributions to approximate $200 million over the period from 2012 to 2019. It is also possible that we will use a portion of our cash flows for de-leveraging in the future, including discretionary, opportunistic repurchases of debt prior to their scheduled maturities.
The Corporate revolving credit facility, which expires in June 2014 , contains financial covenants that require us to maintain certain leverage and interest coverage ratios, and limits our cumulative spending on capital expenditures. For the period from October 1, 2011 to June 11, 2013, capital expenditures are permitted as long as they do not exceed $1.0 billion in the aggregate. The facility also has certain covenants, which, among other things, limit our ability to incur additional debt or liens, pay dividends, repurchase Company common stock, sell, transfer, lease, or dispose of assets, and make investments or merge with another company. If the Company were to violate any of its covenants and were unable to obtain a waiver, it would be

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Cincinnati Bell Inc.

considered a default. If the Company were in default under its credit facility, no additional borrowings under the credit facility would be available until the default was waived or cured. The Company is in compliance and expects to remain in compliance with its Corporate credit facility covenants.
Various issuances of the Company’s public debt, which include the 7% Senior Notes due 2015, the 8 1 / 4 % Senior Notes due 2017, the 8 3 / 4 % Senior Subordinated Notes due 2018, and the 8 3 / 8 % Senior Notes due 2020, contain covenants that, among other things, limit the Company’s ability to incur additional debt or liens, pay dividends or make other restricted payments, sell, transfer, lease, or dispose of assets and make investments or merge with another company. The Company is in compliance and expects to remain in compliance with its public debt indentures.
The Company’s most restrictive covenants are generally included in its Corporate credit facilities. In order to continue to have access to the amounts available to it under the Corporate revolving credit facility, the Company must remain in compliance with all covenants. The following table presents the calculation of the most restrictive debt covenant, the Consolidated Total Leverage Ratio, as of and for the year ended December 31, 2011 :
(dollars in millions)
 
Consolidated Total Leverage Ratio as of December 31, 2011
4.75

Maximum ratio permitted for compliance
6.00

Consolidated Funded Indebtedness additional availability
$
659.9

Consolidated EBITDA clearance over compliance threshold
$
110.0

Definitions and components of this calculation are detailed in our credit agreement and can be found in the Company's Form 8-K filed June 11, 2010 and Form 8-K filed on November 3, 2011.
In various issuances of the Company’s public debt indentures, a financial covenant exists that permits the incurrence of additional Indebtedness up to a 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio (as defined by the individual indentures). Once this ratio exceeds 4:00 to 1:00, the Company is not in default; however, additional Indebtedness may only be incurred in specified permitted baskets, including a Credit Agreement basket providing full access to the Corporate revolving credit facility. Also, the Company’s ability to make Restricted Payments (as defined by the individual indentures) would be limited, including common stock dividend payments or repurchasing outstanding Company shares. As of December 31, 2011, the Company was below the 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio. In addition, the Company had in excess of $1.2 billion available in its restricted payment basket as of December 31, 2011. If the Company is under the 4:00 to 1:00 ratio on a proforma basis, the Company may use this basket to make restricted payments, including share repurchases or dividends, and/or the Company may designate one or more of its subsidiaries as Unrestricted (as defined in the various indentures) such that any Unrestricted Subsidiary would generally not be subject to the restrictions of these various indentures. However, certain provisions which govern the Company's relationship with Unrestricted Subsidiaries would begin to apply.
Management believes that cash on hand, operating cash flows, its revolving credit and accounts receivable facilities, and the expectation that the Company will continue to have access to capital markets to refinance debt and other obligations as they mature and come due, should allow the Company to meet its cash requirements for the foreseeable future.

Cash Flows
Cash flows from operating activities
The Company's primary source of funds continues to be cash generated from operations. Cash provided by operating activities during 2011 was $289.9 million , a decrease of $10.1 million compared to $300.0 million generated during 2010. This decrease included an additional $39.4 million of interest payments and $18.2 million of higher pension and postretirement payments, partially offset by favorable changes in operating assets and liabilities. Higher average outstanding debt, resulting from the CyrusOne acquisition in 2010, and higher interest rates on debt refinancings, led to the higher interest payments in 2011.
Cash provided by operating activities increased $34.4 million in 2010 compared to the $265.6 million provided by operating activities in 2009. This increase was driven by larger contributions to our pension and postretirement plans and medical trust in 2009. In 2009, cash contributions to our pension and postretirement plans were $58.4 million and a one-time prepayment of $24.2 million was made to the medical trust for active employees. These increases were partially offset by higher interest payments of $40.4 million as result of higher debt balances for the CyrusOne acquisition and higher interest rates on debt refinancings, and $13.2 million received in 2009 related to the settlement and termination of interest rate swaps in 2009.

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Cash flows from investing activities
Cash flows used in investing activities were $244.7 million in 2011 compared to $675.5 million in 2010 and $93.8 million in 2009. Capital expenditures were $255.5 million for 2011, which was $105.8 million higher than 2010 as a result of the continued expansion of our data center operations and Fioptics network. Capital expenditures were $45.4 million lower for 2010 versus 2009 due to decreased Wireless and Wireline network spending.
In 2011, the sale of substantially all of the home security monitoring business assets provided cash of $11.5 million , and in 2009, we sold substantially all of our wireless towers for $99.9 million and sold almost all of our wireless licenses for areas outside of the Cincinnati and Dayton, Ohio operating territories for $6.0 million. In June 2010, the Company used cash of approximately $526 million to acquire CyrusOne.
Cash flows from financing activities
Cash flows utilized for financing activities were $48.8 million in 2011. Cash was used to pay $10.4 million of preferred stock dividends, repurchase 3.4 million shares of common stock for $10.4 million , repay $11.5 million of long-term debt, and settle $16.0 million of other financing obligations.
Cash flows provided by financing activities for 2010 were $429.8 million. During 2010, the Company issued $2.1 billion of debt consisting of $625 million of 8 3 / 4 % Senior Subordinated Notes due 2018, a $760 million secured term loan credit facility due 2017, and $775 million of 8 3 / 8 % Senior Notes due 2020. The net proceeds from these borrowings were used to redeem the $560 million of outstanding 8 3 / 8 % Senior Subordinated Notes due 2014, repay the Company's previous credit facility of $204.3 million, fund the acquisition of CyrusOne, repay the secured term loan facility totaling $756.2 million and to pay debt issuance fees and expenses. The Company paid $42.6 million of debt issuance costs related to the various issuances of these instruments in 2010. Also, during 2010, the Company repaid $85.9 million of borrowings under the Receivables Facility, repurchased approximately 4 million shares of common stock for $10.0 million, and paid $10.4 million of preferred stock dividends.
During 2009, cash flows used in financing activities were $155.5 million. The Company issued $500 million of 8 1 / 4 % Senior Notes and the net proceeds were used in part to redeem the outstanding 7 1 / 4 % Senior Notes due 2013 of $439.9 million plus accrued and unpaid interest and related call premium. The Company also purchased and extinguished $32.5 million of the Cincinnati Bell Telephone Notes and the 7 1 / 4 % Senior Notes due 2023 at an average discount of 24%. The Company paid $15.3 million of debt issuance costs related to the issuance of the 8 1 / 4 % Senior Notes and to amend and extend the term of the Corporate revolving credit facility. In 2009, the Company also repurchased $73.2 million of the Company’s common stock. Borrowings under the Corporate credit and receivables facilities with initial maturities less than 90 days decreased $42.1 million in 2009. Also, the Company paid preferred stock dividends of $10.4 million in 2009.



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Cincinnati Bell Inc.

Future Operating Trends
Wireline
In 2011, Wireline suffered an 8% loss of ILEC access lines as additional customers elected to use wireless communication in lieu of the traditional local service, purchase service from other providers, or service was disconnected due to non-payment. In 2011, credit-related disconnections represented 27% of total ILEC consumer access line deactivations. Management believes these same factors will continue to affect its operations in future years.
Wireline has been successful at partially offsetting revenue reductions from access line losses with additional revenue from its Fioptics products. Fioptics is a fiber-based product offering that provides one of the fastest internet speeds in the Company’s operating territory, as well as entertainment and voice services. At year end 2011, the Company passed and can provide Fioptics service to134,000 units, about 20% of Greater Cincinnati, and had 39,600 entertainment, 39,300 high-speed internet, and 29,200 voice Fioptics customers. The penetration rate of this product is over 30% after a one-year period following construction in that particular area. We plan to continue to expand our fiber network and expect revenues from this product to increase in 2012.

Long distance and VoIP revenues will be impacted by several factors. As noted above, customers may disconnect local voice service for various reasons. In doing so, those customers that have our long distance service are likely to disconnect that service as well. Also, as noted above, some customers have disconnected wireline service in order to use service from other providers. These other providers are normally providing VoIP service, which we offer to business customers. We believe our VoIP operations will continue to expand as business customers look for alternatives to traditional ILEC-based operations and the VoIP technology continues to improve.

Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition, and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases in these revenues in future periods. See Regulatory Matters and Competitive Trends for additional discussion.

Wireless
Wireless postpaid subscribers decreased by 40,200 in 2011 due to increased competition, as well as customer preference for competitor smartphones, such as the iPhone TM . Our operating territory is well saturated with competitors, including Verizon, AT&T, Sprint Nextel, T-Mobile, Leap and TracFone. Many of these competitors offer very advanced and popular handsets which are not available to us and are a factor in attracting and retaining customers. Most of our competitors are larger and have more resources to devote to advertising and promotional pricing to attract new customers. We expect competition for wireless customers to continue to be intense in 2012. These factors will likely lead to further subscriber losses in 2012.
Wireless postpaid revenue in the future is likely to be affected by data ARPU increases as more customers begin using data services and smartphones. Wireless data ARPU has increased from $10.00 in 2009 to $11.69 in 2010 and to $14.54 in 2011. Given the increasing smartphone subscribers, we expect our data ARPU to further increase in 2012. However, higher data revenues will likely be offset by lower voice revenue from lower usage.

Data Center Colocation

Data Center Colocation is a growth industry due to the increased need for cost-efficient facilities to run IT-intensive applications to support internet-based services, including cloud computing, hosted software solutions, and software-as-a-service applications. We expect strong growth in data center revenues in 2012 and beyond. We expect gross margins to compress in 2012 as we incur start-up costs related to new locations and invest in additional human resources to support the growth of this business.

In 2012, the Company's board of directors authorized management to pursue the evaluation of structural, capital and financial alternatives for its growing Data Center business. Management will consider options that may include, among others, operating the Data Center business under the current structure with no changes, a partial separation through a sale, initial public offering, or other transaction, or, depending on the value to shareholders, a full separation. The evaluation of these alternatives will include an assessment of the structure that will optimize shareholder value while ultimately leaving the Company with an appropriate level of debt. This evaluation is expected to take 6 to 12 months.


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Cincinnati Bell Inc.

IT Services and Hardware
In 2010 and 2011, demand for IT equipment was strong compared to the weak demand in prior years. These customer purchases generally represent large capital purchases that are, to some extent, discretionary and cyclical. That is, in periods of fiscal restraint, a customer may defer these capital purchases for IT and telephony equipment and, instead, use its existing equipment for a longer period of time. As such, IT and telephony equipment sales in 2012 are somewhat dependent on the business economy and outlook in 2012.
Growth in managed services and professional services relates to the level of our investment in these services. Investment in this segment has been limited as capital has been deployed to support other business initiatives, such as expansion of our data center business and Fioptics service territory. Therefore, growth is this segment is expected to be limited in 2012.


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Cincinnati Bell Inc.

Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2011:
 
 
Payments due by Period
(dollars in millions)
 
Total
 
< 1 Year
 
1-3 Years
 
3-5 Years
 
Thereafter
Long-term debt, excluding capital leases (1)
 
$
2,398.5

 
$
1.8

 
$
1.5

 
$
247.7

 
$
2,147.5

Capital leases
 
140.9

 
11.2

 
23.7

 
11.5

 
94.5

Interest payments on long-term debt, capital leases, and other financing lease arrangements (2)
 
1,593.6

 
208.7

 
417.5

 
382.4

 
585.0

Non-cancellable operating lease obligations
 
53.0

 
17.4

 
24.4

 
9.3

 
1.9

Purchase obligations (3)
 
88.6

 
85.6

 
3.0

 

 

Pension and postretirement benefits obligations (4)
 
248.7

 
53.5

 
81.2

 
76.4

 
37.6

Other liabilities (5)
 
77.0

 
19.1

 
16.6

 
5.8

 
35.5

Total
 
$
4,600.3

 
$
397.3

 
$
567.9

 
$
733.1

 
$
2,902.0


(1)
Long-term debt excludes net unamortized discounts and the unamortized call amounts received on terminated interest rate swaps.
 
 
(2)
Interest payments on long-term debt, capital leases, and other financing arrangements include interest obligations assuming no early payment of debt in future periods. All of the Company’s outstanding long-term debt are fixed rate bonds to maturity.
 
 
(3)
Purchase obligations primarily consist of amounts under open purchase orders for purchases of energy, network, IT and telephony equipment, and other goods; contractual obligations for services such as software maintenance, outsourced services and data center construction; and other purchase commitments including the acquisition of a building to be redeveloped into a data center.
 
 
(4)
Included in pension and postretirement benefit obligations are payments for postretirement benefits, qualified pension plans, non-qualified pension plan and other employee retirement agreements. Amounts for 2012 include $21.6 million expected to be contributed for postretirement benefits. Although the Company expects to continue operating the plans past 2012, its contractual obligation related to postretirement obligations only extends through 2012. Amounts for 2012 through 2019 include approximately $200 million of estimated cash contributions to its qualified pension plans, with $30 million expected to be contributed in 2012. Expected qualified pension plan contributions are based on current plan design, legislation and current actuarial assumptions. Any changes in plan design, legislation or actuarial assumptions will also affect the expected contribution amount.
 
 
(5)
Includes contractual obligations primarily related to restructuring reserves, asset removal obligations, long-term disability obligations, workers compensation liabilities, other financing obligations, and long-term incentive plan obligations.

The contractual obligations table is presented as of December 31, 2011. The amount of these obligations can be expected to change over time as new contracts are initiated and existing contracts are completed, terminated, or modified.

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Contingencies
Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred, or to estimate the ultimate or minimum amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time.
On July 5, 2011, a shareholder derivative action, captioned NECA-IBEW Pension Fund (The Decatur Plan), derivatively on behalf of Cincinnati Bell Inc. v. Phillip R. Cox, et al., was filed in the United States District Court for the Southern District of Ohio, naming certain directors and officers of the Company and Towers Watson & Co. (the Company's compensation consulting firm), as defendants, and naming the Company as a nominal defendant. The complaint alleges that the director defendants breached their duty of loyalty in connection with 2010 executive compensation decisions and that the officer defendants were unjustly enriched. The complaint seeks unspecified compensatory damages on behalf of the Company from the director and officer defendants and Towers Watson & Co., various forms of equitable and/or injunctive relief, and attorneys' and other professional fees and costs. On September 20, 2011, the court denied the motion to dismiss the officer and director defendants, which sought dismissal for failure to make demand on the directors and for failure to state a claim. On September 26, 2011, the court denied plaintiff's motion for preliminary injunction, which sought an injunction enjoining the directors from effectuating the 2010 executive compensation plan and the imposition of a constructive trust. On October 4, 2011, the officer and director defendants filed a motion to dismiss the action for lack of subject matter jurisdiction. That motion has not been ruled upon by the court. The officer and director defendants believe the suit is without merit and intend to vigorously defend against it.
Two additional shareholder derivative actions, captioned Pinchus E. Raul, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al. and Dennis Palkon, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al., were filed in the Court of Common Pleas, Hamilton County, Ohio, on July 8, 2011 and July 13, 2011, respectively. The two state court actions name the current directors and certain officers as defendants and the Company as a nominal defendant, assert allegations similar to those asserted in the federal court action, and seek relief similar to that requested in the federal action. The state court actions also allege that the director defendants breached their fiduciary duties by participating in issuing materially false and/or misleading statements in the Company's 2011 Proxy Statement. On August 11, 2011, the state court actions were consolidated under Case No. A1105305. On November 1, 2011, Plaintiff Raul filed a Second Amended Verified Shareholder Derivative Complaint ("State Court Action"). On November 29, 2011, the director and officer defendants filed a motion to dismiss the State Court Action, for failing to make demand on the directors and failing to state a claim. On the same day, Plaintiff Raul filed a motion seeking preliminary approval of the proposed settlement and notice to shareholders.
On December 20, 2011, Cincinnati Bell Inc. and the other defendants entered into a Stipulation and Agreement of Settlement (the "Settlement Agreement") with the plaintiff in the State Court Action. On January 13, 2012, the Hamilton County, Ohio, Court of Common Pleas entered a preliminary approval order approving the Settlement Agreement. The terms of the settlement are set forth in the Stipulation and include (1) a variety of corporate governance changes to be initiated by the Company and the Compensation Committee of the Board of Directors, that, among other things, more clearly communicate the Company's executive compensation practices to its shareholders, thus assisting the Company's shareholders' understanding of how these policies are applied to covered employees; and (2) payment of plaintiff's counsel's attorney fees and expenses. The settlement is specifically contingent on the entry of a final order and judgment of the Court approving the settlement and dismissing the action with prejudice. The Court has scheduled a fairness hearing for April 16, 2012 to determine whether to approve the proposed settlement and dismiss all claims.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes the eventual outcome of all claims will not individually, or in the aggregate, have a material effect on its financial position, results of operations or cash flows.

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Cincinnati Bell Inc.

Off-Balance Sheet Arrangements
Indemnifications
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct, (d) indemnities involving the representations and warranties in certain contracts, and (e) outstanding letters of credit which totaled $23.2 million as of December 31, 2011. In addition, the Company has made contractual commitments to several employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do not provide for any limitation on the maximum potential for future payments.
Warrants
As part of the March 2003 issuance of the 16% Senior Subordinated Discount Notes due 2009 ("16% Notes"), the purchasers of the 16% Notes received 17.5 million common stock warrants, which expire in March 2013, to purchase one share of Cincinnati Bell Inc. common stock at $3.00 each. There were no exercises of warrants in 2011, 2010, or 2009.

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Cincinnati Bell Inc.

Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. Application of these principles requires management to make estimates or judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates or judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, and as such have a greater possibility of producing results that could be materially different than originally reported.
Our most significant accounting policies are presented in Note 1 to the consolidated financial statements. Management views critical accounting policies to be those policies that are highly dependent on subjective or complex judgments, estimates or assumptions, and where changes in those estimates and assumptions could have a significant impact on the consolidated financial statements. Management has discussed the Company's most critical accounting policies, judgments, and estimates with the Audit and Finance Committee.
The discussion below addresses major judgments used in:
 
revenue recognition;
 
 
 
 
accounting for allowances for uncollectible accounts receivable;
 
 
 
 
reviewing the carrying values of goodwill and indefinite-lived intangible assets;
 
 
 
 
reviewing the carrying values of long-lived assets;
 
 
 
 
accounting for business combinations;
 
 
 
 
accounting for taxes;
 
 
 
 
accounting for pension and postretirement expenses; and
 
 
 
 
accounting for termination benefits.
Revenue Recognition — The Company adheres to revenue recognition principles described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic ("ASC") 605, "Revenue Recognition." Under ASC 605, revenue is recognized when there is persuasive evidence of a sale arrangement, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.
With respect to arrangements with multiple deliverables, we determine whether more than one unit of accounting exists in an arrangement. To the extent that the deliverables are separable into multiple units of accounting, total consideration is allocated to the individual units of accounting based on their relative fair value, determined by the price of each deliverable when it is regularly sold on a stand-alone basis. Revenue is recognized for each unit of accounting as delivered, or as service is performed, depending on the nature of the deliverable comprising the unit of accounting.
Wireline — Revenues from local telephone, special access, and internet product services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Long distance and switched access are billed monthly in arrears. Wireline bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as long distance and switched access, we must estimate service revenues earned but not yet billed. Our estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Initial billings for Wireline service connection and activation are deferred and amortized into revenue on a straight-line basis over the average customer life. The associated connection and activation costs, to the extent of the upfront fees, are also deferred and amortized on a straight-line basis over the average customer life.
Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition, and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases to revenue in future periods.
Wireless — Postpaid wireless and reciprocal compensation are billed monthly in arrears. Wireless bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as postpaid wireless, we estimate service revenues

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earned but not yet billed. Our estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Revenue from prepaid wireless service, which is collected in advance, is not recognized upon billing or cash receipt, but rather is deferred until the service is provided.
Wireless handset revenue and the related activation revenue are recognized when the products are delivered to and accepted by the customer, as this is considered to be a separate earnings process from the sale of wireless services. Wireless equipment costs are also recognized upon handset sale and are generally in excess of the related handset and activation revenue.
Data Center Colocation — Data center colocation services consist primarily of recurring revenue streams from rent of data center space, power, cabinets and cages. These recurring revenue streams are generally billed monthly in advance and may have escalating payments over the term of the contract. In arrangements which contain increasing or decreasing monthly billings, revenues are recognized on a straight-line basis over the contract term, unless the pattern of service indicates otherwise. Power costs are billed to certain customers in arrears based on actual usage. An estimate of this revenue is accrued monthly based on historical usage. Power costs are presented on a gross basis in both revenues and cost of services in the accompanying financial statements based upon the criteria in ASC 605.
Data center colocation services can also include revenues from non-recurring revenue streams. Non-recurring revenue for services or products that are separate units of accounting are recognized as revenue consistent with our accounting policy for arrangements with multiple deliverables presented above. Certain non-recurring installation fees, although generally paid in lump sum upon installation, are not considered separate units of accounting. Therefore, these revenues and their associated costs are deferred and recognized ratably over the estimated term of the customer relationship, unless the pattern of service indicates otherwise.
Certain agreements with data center customers require specified levels of service or performance. If we fail to meet these service levels, customers may be able to receive service credits on their accounts. We record these credits against revenue when an event occurs that gives rise to such credits.
IT Services and Hardware — Professional services, including product installations, are recognized as the service is provided. Maintenance services on telephony equipment are deferred and recognized ratably over the term of the underlying customer contract, generally one to four years.
Equipment revenue is recognized upon the completion of our contractual obligations, such as shipment, delivery, installation, or customer acceptance. Installation service revenue is generally recognized when installation is complete. The revenue recognition guidance in ASC 605 and ASC 985, "Software," is applied to these transactions. We have vendor specific evidence of selling price, as we sell equipment and installation services on both a combined and standalone basis.
The Company is a reseller of IT and telephony equipment. For these transactions, we consider the gross versus net revenue recording criteria of ASC 605. Based on this criteria, these equipment revenues and associated costs have generally been recorded on a gross basis, rather than recording the revenues net of the associated costs. Vendor rebates are earned on certain equipment sales. If the rebate is earned and the amount is determinable, we recognize the rebate as an offset to cost of products sold.
Accounting for Allowances for Uncollectible Accounts Receivable — The allowance for uncollectible accounts is determined using historical percentages of credit losses applied to outstanding aged receivables, as well as specific provisions for certain identifiable, potentially uncollectible balances. Management believes its allowance for uncollectible accounts represents a reasonable estimate of future credit losses. However, if one or more of our larger customers were to default on its accounts receivable obligations, or if general economic conditions in our operating area deteriorated, our future credit losses could exceed the amount recognized in the allowance for uncollectible accounts receivable. Most of our outstanding accounts receivable balances are with companies located within our geographic operating areas. Regional and national telecommunications companies account for most of the remainder of our accounts receivable balances. As of December 31, 2011 and 2010, receivables with one large customer exceed 10% of the Company's total accounts receivable. Our Wireline and Wireless segments, which comprises 73% and 18% of the allowance for uncollectible accounts receivables as of December 31, 2011, respectively, would be the segments most affected by an adverse development in credit losses.




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Cincinnati Bell Inc.

Reviewing the Carrying Values of Goodwill and Indefinite-Lived Intangible Assets — In September 2011, the FASB amended its guidance in ASC 350-20 on testing goodwill for impairment. As a result of the revised guidance, the Company will have the option of performing a qualitative assessment for impairment prior to performing the quantitative tests. As of December 31, 2011, the Company had not yet adopted this new guidance. The Company performs impairment testing of goodwill and indefinite-lived intangible assets on an annual basis, or when events or changes in circumstances indicate that an asset may be impaired. We perform our annual impairment tests in the fourth quarter, when our five-year plan is updated.
Management estimates the fair value of each reporting unit utilizing a combination of valuation methods, including both income-based and market-based methods. The income-based approach utilizes a discounted cash flow model using projected cash flows derived from the five-year plan, adjusted to reflect market participants' assumptions. Expected future cash flows are discounted at the weighted average cost of capital applying a market participant approach. The market-based approach utilizes earnings multiples from comparable publicly-traded companies.
In 2011, our Wireless reporting unit recognized a goodwill impairment loss of $50.3 million . Fair value of the reporting unit was estimated using both an income approach and market approach. The income approach was weighted more heavily than the market approach due to projections of declining revenues. The impairment resulted from declines in revenues and wireless subscribers. No impairment losses were recognized on goodwill in 2010 or 2009. The estimated fair value of goodwill exceeded the carrying value of goodwill by more than 25% for all other reporting units.
Wireless owns FCC licenses for spectrum which are indefinite-lived intangible assets. These licenses are generally renewed every ten years for a nominal fee, provided we continue to meet the service and geographic coverage provisions required by the FCC. The fair value of these licenses was determined by using both the “Greenfield” method and the "Auction" method. The Greenfield method is an income approach technique that presents the expected economics of an actual asset using a hypothetical set of operating assumptions. Specifically, in this approach, a hypothetical start-up of a business is assumed wherein the only asset of the business is the spectrum being analyzed. The Auction method measures the value of the spectrum by examining transactions in the marketplace involving the sale of spectrum with attributes similar to those of the subject. The Greenfield method was weighted more heavily than the Auction method due to limited transactions in the market. No impairment was recognized on these licenses in 2011, 2010 or 2009. As of December 31, 2011, the fair value of these licenses exceeded the carrying value of this asset by 25%.
As of December 31, 2010, trademarks of the Company's Wireless business were also classified as indefinite-lived intangible assets. As of December 31, 2010, the fair value of these trademarks was determined by using the relief-from-royalty method, which estimates the present value of royalty expense that could be avoided as a result of owning the respective asset or technology. No impairment was recognized on these trademarks in 2010 or 2009. In early 2011, the useful life of these licenses was reassessed, and this asset is now being amortized over an estimated seven-year remaining useful life.
Changes in certain assumptions could have a significant impact on the impairment tests for goodwill and indefinite-lived intangible assets. The most critical assumptions are projected future growth rates, operating margins, capital expenditures, terminal values, and discount rate selection. These assumptions are subject to change as the Company's long-term plans and strategies are updated each year.
Reviewing the Carrying Values of Long-Lived Assets — Depreciation of our Wireline telephone plant is determined on a straight-line basis using the group depreciation method. Depreciation of other property, except for leasehold improvements, is based on the straight-line method over the estimated economic useful life. Depreciation of leasehold improvements is based on a straight-line method over the lesser of the economic useful life or term of the lease, including option renewal periods if renewal of the lease is reasonably assured. Repair and maintenance expense items are charged to expense as incurred.
The useful lives of plant and equipment are estimated in order to determine the amount of depreciation expense to be recorded during any reporting period. The majority of Wireline's plant and equipment is depreciated using the group method, which develops a depreciation rate annually based on the average useful life of a specific group of assets rather than for each individual asset as would be utilized under the unit method. The estimated life of the group changes as the composition of the group of assets and their related lives change. Such estimated life of the group is based on historical experience with similar assets, as well as taking into account anticipated technological or other changes.
If technological changes were to occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation expense in future periods. Likewise, if the anticipated technological or other changes occur more slowly than expected, the life of the group could be extended based on the life assigned to new assets added to the group. This could result in a reduction of depreciation expense in future periods. Competition from new or more cost effective technologies could affect our ability to generate cash flow from our network-based services. This competition could ultimately result in an impairment of certain of our tangible or intangible assets. This

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could have a substantial impact on our future operating results. A one-year change in the useful life of these assets would increase or decrease annual depreciation expense by approximately $25 million.
Management reviews the carrying value of long-lived assets, other than goodwill and indefinite-lived intangible assets discussed above, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. In 2011, we recognized asset impairment losses of $2.1 million, consisting of $1.1 million in our Wireless segment and $1.0 million in our Wireline segment. These asset impairments resulted from the abandonment of certain leasehold improvements, equipment and capital projects. Fair value was estimated at zero due to the absence of a resale market for these assets. No asset impairments were recorded in 2010 or 2009.
Accounting for Business Combinations — In accounting for business combinations, we follow ASC 805, "Business Combinations," which requires the recording of net assets of acquired businesses at fair value. In developing estimates of fair value of acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires significant estimates and assumptions, especially with respect to the intangible assets. Transaction costs associated with acquisitions are expensed as incurred.
In determining the fair value of the assets acquired with the purchase of CyrusOne, management utilized several valuation methods:
Excess earnings method: This method was used to determine the fair value of the CyrusOne customer relationships. This method estimates the present value of future cash flows attributable to the customer base and requires estimates of the expected future earnings and remaining useful lives of the customer relationships.
Cost method: This method was used to determine the fair value of property, plant and equipment. This method indicates value based on the amount that currently would be required to replace the service capacity of the asset and considers the cost of a buyer to acquire or construct a substitute asset of comparable utility, adjusted for deterioration and obsolescence.
Relief-from-royalty: This method, used to determine the fair value of the CyrusOne trademark, estimates the present value of royalty expense that could be avoided as a result of owning the respective asset or technology.
In 2011, we finalized the CyrusOne purchase price allocation. No significant changes were made in 2011 to the estimates or assumptions applied in the preliminary purchase price allocation.
Accounting for Taxes
Income Taxes
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and local jurisdictions. The Company’s previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires. With a few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years prior to 2008. In 2011, the Internal Revenue Service completed an examination of the Company’s U.S. federal income tax returns for 2008 and 2009.
The Company has net operating loss carryforwards at the federal, state and local levels. Federal tax loss carryforwards are available to offset taxable income in current and future periods. The majority of these tax loss carryforwards will expire between 2021 and 2023 and are not currently limited under U.S. tax laws. The ultimate realization of the deferred income tax assets depends upon our ability to generate future taxable income during the periods in which basis differences and other deductions become deductible and prior to the expiration of the net operating loss carryforwards. Based on current income levels and anticipated future reversal of existing temporary differences, management expects to fully utilize its federal net operating loss carryforwards within their expiration periods. However, realization of certain state and local net operating losses, as well as other deferred tax assets, is not certain. A valuation allowance of $58.4 million and $60.0 million has been recognized as of December 31, 2011 and 2010, respectively. In 2011, we reduced valuation allowances by $1.6 million primarily based on the expected future utilization of certain state deferred tax assets.
As of December 31, 2011 and 2010, the liability for unrecognized tax benefits was $21.8 million and $20.5 million, respectively. As of December 31, 2011, the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $21.5 million . Management does not currently anticipate that the amount of unrecognized tax benefits will change

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significantly over the next year. Accrued penalties related to unrecognized tax benefits are recognized in income tax expense. Accrued interest related to unrecognized tax benefits is recognized in interest expense.
Operating Taxes
Certain operating taxes are reported as expenses in operating income, such as property, sales, use, and gross receipts taxes. These taxes are not included in income tax expense because the amounts to be paid are not dependent on the Company's level of income. The expense for certain operating tax audit exposures is also recognized in operating income. Liabilities are established for operating tax audit exposures based on management's assessment of the probability of payment. Upon resolution of an audit, any remaining liability not paid is released and increases operating income.
Regulatory Taxes
Federal regulatory taxes are assessed on certain of the Company's revenue producing transactions. We recover certain of these taxes by billing the customer; however, billings cannot exceed the amount due to the federal regulatory agency. These federal regulatory taxes are presented on a gross basis in sales and cost of services in the consolidated financial statements. In certain instances, the Company does not fully recover these taxes from customers. Revenue associated with regulatory taxes was $20.6 million in 2011, $19.9 million in 2010, and $16.7 million in 2009. Cost of services associated with these taxes was $22.7 million , $22.0 million, and $17.2 million in 2011, 2010, and 2009, respectively. All other federal taxes collected from customers are presented in the consolidated financial statements on a net basis.
Accounting for Pension and Postretirement Expenses — In accounting for pension and postretirement expenses, we apply ASC 715, "Compensation — Retirement Benefits." A liability has been recognized on the consolidated balance sheet for the unfunded status of the pension and postretirement plans. Actuarial gains/(losses) and prior service costs that arise during the period are recognized as a component of accumulated other comprehensive loss on the consolidated balance sheet.
The Company sponsors three noncontributory defined benefit pension plans: one for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain senior executives. We also provide healthcare and group life insurance benefits for eligible retirees. The measurement date for our pension and postretirement obligations is as of December 31. When changes to the plans occur during interim periods, management reviews the changes and determines if a remeasurement is necessary.
In the second quarter of 2011, the Company entered into a new labor agreement with its bargained employees which eliminated future pension credits for certain employees effective January 1, 2012. As a result of this event, we remeasured the projected benefit obligation of the non-management benefit plan and recognized a curtailment loss of $4.2 million.
In 2009, the Company froze pension benefits for certain management employees below 50 years of age. We also announced the phase out of retiree healthcare plans for all management employees and certain retirees from the bargained plan in 10 years. As a result of these events, we remeasured the projected benefit obligation for the associated plans and recognized a curtailment gain of $7.6 million. Additionally, these benefit changes resulted in substantially all of the remaining participants in the management postretirement plan to be either fully eligible for benefits or retired. As such, the unrecognized prior service gain and unrecognized actuarial gains are now amortized over the average life expectancy of the management retiree participants rather than the shorter service periods used for the bargained plan and previously used for the management plan.
The measurement of our pension and postretirement projected benefit obligations involves significant assumptions and estimates. Each time we remeasure our projected benefit obligations, we reassess the significant assumptions and estimates. The actuarial assumptions attempt to anticipate future events and are used in calculating the expenses and liabilities related to these plans. The most significant of these numerous assumptions, which are reviewed annually, include the discount rate, expected long-term rate of return on plan assets and healthcare cost trend rates.
Discount rate
A discount rate is used to measure the present value of projected benefit obligations. The discount rate for each plan is individually calculated based upon the timing of expected future benefit payments. Our discount rates are developed based upon a yield curve developed to reflect yields available on high-quality corporate bonds as of the measurement date. As of December 31, 2011 and 2010, the discount rate used to value the pension plans was 3.90% and 4.90%, respectively, while the discount rate used to value the postretirement plans was 3.60% and 4.50%. Lower rates of interest available on high-quality corporate bonds drove the decrease in the discount rates in 2011.


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Expected rate of return
The expected long-term rate of return on plan assets, developed using the building block approach, is based on the mix of investments held directly by the plans, and the current view of expected future returns, which is influenced by historical averages. The required use of an expected versus actual long-term rate of return on plan assets may result in recognized pension expense or income that is greater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns. As of December 31, 2011 and 2010, a long-term rate of return on pension plan assets was estimated at 7.75% and 8.25%, respectively. The decrease in the long-term rate of return in 2011 reflects management's outlook of lower average returns in future periods, as well as a somewhat higher mix of bonds held in our pension plan trust. The long-term rate of return on postretirement plan assets were estimated to be zero in both periods as these plans have minimal assets with a low rate of return. Actual asset returns for the pension trusts, which represent over 90% of invested assets, were a gain of 6% in 2011, 14% in 2010, and 15% in 2009. In our pension calculations, we utilized the market-related value of plan assets, which is a calculated asset value that recognizes changes in asset fair values in a systematic and consistent manner. Differences between actual and expected returns are recognized in the market-related value of plan assets over five years.
Healthcare cost trend
Our healthcare cost trend rate is developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends. As of both December 31, 2011 and 2010, the healthcare cost trend rate used to measure the postretirement health benefit obligation was 8.0%. As of December 31, 2011, the healthcare cost trend rate is assumed to decrease gradually to 4.5% by the year 2019, compared to 4.5% reached in the year 2018 as assumed at December 31, 2010.
The actuarial assumptions used may differ materially from actual results due to the changing market and economic conditions and other changes. Revisions to and variations from these estimates would impact assets, liabilities, equity, cash flow, costs of services and products, and selling, general and administrative expenses.
The following table represents the sensitivity of changes in certain assumptions related to the pension and postretirement plans as of December 31, 2011:
 
 
 
 
Pension Benefits
 
Postretirement and Other Benefits
 
 
 
 
Increase/
 
Increase/
 
Increase/
 
Increase/
 
 
% Point
 
(Decrease) in
 
(Decrease) in
 
(Decrease) in
 
(Decrease) in
(dollars in millions)
 
Change
 
Obligation
 
Expense
 
Obligation
 
Expense
Discount rate
 
+/- 0.5%
 
$27.2/(27.2)
 
$0.8/(0.8)
 
 $6.2/(5.7)
 
$0.1/(0.1)
Expected return on assets
 
+/- 0.5%
 
n/a
 
$1.8/(1.8)
 
n/a
 
$0.1/(0.1)
Healthcare cost trend rate
 
+/- 1.0%
 
n/a
 
n/a
 
$5.9/(5.4)
 
$0.2/(0.2)
At December 31, 2011 and 2010, unrecognized actuarial net losses were $411.6 million and $344.7 million, respectively. The unrecognized net losses have been primarily generated by differences between assumed and actual rates of return on invested assets, changes in discount rates, and healthcare costs. Because gains and losses reflect refinements in estimates as well as real changes in economic values and because some gains in one period may be offset by losses in another or vice versa, we are not required to recognize these gains and losses in the period that they occur. Instead, if the gains and losses exceed a 10% corridor defined in the accounting literature, we amortize the excess over the average remaining service period of active employees for the pension and bargained postretirement plans (approximately 10 - 14 years) and average life expectancy of retirees for the management postretirement plan (approximately 16 years).
Accounting for Termination Benefits — The Company has written severance plans covering both its management and union employees and, as such, accrues probable and estimable employee separation liabilities in accordance with ASC 712, "Compensation — Nonretirement Postemployment Benefits." These liabilities are based on our historical termination rates, historical severance costs, as well as management’s expectation of future severance events. As of December 31, 2011 and 2010, accrued employee separation liabilities were $14.2 million and $11.7 million , respectively, resulting primarily from projected headcount reductions primarily in its Wireline segment. Further headcount reductions are anticipated in the next few years as we continue to manage our payroll costs to lower levels.
When employee terminations occur, management also considers the guidance in ASC 715 to determine if employee terminations give rise to a pension and postretirement curtailment charge. Our accounting policy is that terminations in a calendar year involving 10% or more of the plan future service years is deemed a plan curtailment.

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Regulatory Matters and Competitive Trends
Federal - The Telecommunications Act of 1996 was enacted with the goal of establishing a pro-competitive, deregulatory framework to promote competition and investment in advanced telecommunications facilities and services to all Americans. From 1996 to 2008, federal regulators considered a multitude of proceedings ostensibly aimed at promoting competition and deregulation. Although the Act called for a deregulatory framework, the FCC's approach has been to maintain significant regulatory restraints on the traditional incumbent local exchange carriers while increasing opportunities for new competitive entrants and new services by applying minimal regulation. While the Company has expanded beyond its incumbent local exchange operations by offering wireless, long distance, broadband, Internet access, VoIP and out-of-territory competitive local exchange services, a significant portion of its revenue is still derived from its traditional local exchange services, which remain subject to varying levels of regulation. Since 2009, federal regulators have primarily focused on initiatives to promote investment in and adoption of advanced telecommunications services, particularly broadband Internet access services.
On March 17, 2010, the FCC released a National Broadband Plan (“NBP”), as mandated by Congress, to ensure that every American has access to broadband services. The FCC released an action agenda containing benchmarks for implementing the NBP recommendations that fall under its jurisdiction. The recommendations are grouped into four key areas: (1) accelerating universal broadband access and adoption, (2) fostering competition and maximizing consumer benefits, (3) promoting world-leading mobile broadband infrastructure and innovation, and (4) advancing robust and secure public safety communications networks. Many of the FCC's regulatory proceedings are now focused on the fulfillment of the goals of the NBP. During 2011, the FCC took steps to implement several of the more complex and controversial recommendations and this work is expected to continue throughout 2012. The financial impact of the various federal proceedings will depend on many factors including the extent of competition, the timing of the FCC's decisions, and the outcome of any appeals of those decisions.
Universal Service
The federal Universal Service Fund ("USF") is funded via an assessment on the interstate end-user revenue of all telecommunications carriers and interconnected VoIP providers. The assessment is used to support high cost, low income, rural healthcare, and school and library programs.
As recommended in the NBP, in October 2011 the FCC adopted new rules (Report and Order in WC Docket No. 10-90, FCC 11-161, the "Order") aimed at controlling the size of the high-cost portion of the fund and transitioning it from supporting legacy circuit-switched networks to broadband. The Order caps the high-cost fund and establishes a framework for transitioning support to the new Connect America Fund ("CAF") to bring broadband to unserved areas. Immediate Phase I reforms will freeze existing high-cost support and provide a mechanism for distributing additional support for price cap companies. The details of the Phase II reforms will be finalized during 2012 and will use a combination of competitive bidding and a forward-looking cost model to distribute support in price cap areas. Phase II CAF support will be phased in over a five-year period as Phase I support is phased out. A new Mobility Fund is being established to further the deployment of mobile broadband. The Phase I Mobility Fund will use reverse auctions to allocate an initial amount of money to deploy mobile broadband infrastructure. In addition, funds will be allotted for ongoing operating support under the Phase II Mobility Fund, the details of which must still be developed. Finally, the Order implements some initial reforms to limit the high-cost support received by rate-of-return carriers.
It is anticipated that during 2012, the FCC will adopt reforms to the low income support programs in order to control the cost of this portion of the fund and to allow support to be used for broadband services. CBW began offering Lifeline subsidized wireless service in Ohio and Kentucky in 2011, and had approximately 18,000 Lifeline subscribers as of December 31, 2011. The FCC is also likely to consider reforms to the contribution mechanism in 2012, but if adopted, any such changes are unlikely to take effect prior to 2013.
The price cap carrier changes adopted in 2011 will freeze CBT's existing high cost support of approximately $0.8 million for 2012. Thereafter, the Phase I support will be eliminated and it is unlikely that the Company will receive significant funds under the Phase II programs. Potential reforms to the low income programs may impact both CBT and CBW during 2012. Although adoption of a new funding mechanism could have significant impacts for the Company, the details of such reform are not yet known and will not occur prior to 2013.
Intercarrier Compensation
Current rules specify different means of compensating carriers for the use of their networks depending on the type of traffic and technology used by the carriers. As the NBP recommended, in October 2011, in conjunction with its reform of the USF high cost support program, the FCC adopted comprehensive reforms to the switched access and reciprocal compensation rules. The

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end point of the reforms is a bill-and-keep system under which all per-minute intercarrier charges are eliminated. Beginning in 2012, terminating switched access and reciprocal compensation rates are phased out over a six-year period for CBT and a nine-year period for rate-of-return carriers. The plan establishes a mechanism whereby ILECs may be able to recover some of the lost revenue from increased end-user charges and support from the newly created Connect America Fund. The transition and recovery mechanism for originating access and transport rates has not yet been established by the FCC. The impact of these reforms for the Company will primarily fall on CBT. The 2012 impact will be relatively insignificant, but the impact will increase each year during the six-year transition to bill-and-keep. The Company's terminating switched access and reciprocal compensation revenue subject to these rules totaled approximately $8 million in 2011, and will be phased out to zero over the six-year transition period. The potential to offset these losses via increased end-user charges will primarily depend on competitive conditions in the ILEC operating area.
Special Access
In 2005, the FCC opened a proceeding to review the current special access pricing rules. Under the existing rules, special access services are subject to price cap regulation with no earnings cap. This proceeding examines the entire special access pricing structure, including whether or not to reinstate an earnings cap. As recommended in the NBP, during 2011 the FCC continued to analyze whether the existing rules ensure just and reasonable rates. The impact of any action by the FCC in this proceeding is still uncertain.
VoIP
Although the FCC does not classify VoIP services as telecommunications services or information services, it has applied many traditional telecommunications service obligations to VoIP service providers, including, among others, 911, universal service funding, local number portability, telecommunications relay service, and regulations governing customer proprietary network information. In November 2010, the FCC declared that states may levy USF assessments on nomadic VoIP service intrastate revenue. Since that time, an increasing number of states have required VoIP providers to register with the state and have extended USF assessments to interconnected VoIP services. The USF /Intercarrier Compensation Order adopted by the FCC in the fourth quarter of 2011 brought VoIP - Public Switched Telephone Network ("PSTN") traffic under the intercarrier compensation framework and established transitional default intercarrier compensation rates for toll VoIP-PSTN traffic under interstate access rates, effectively preempting state authority to subject this traffic to intrastate access charges. These recent changes have relatively insignificant and offsetting impacts within the Company.
Broadband Internet Access/Net Neutrality
In an order adopted in 2005, the FCC provided wireline carriers the option of offering broadband Internet access as a non-regulated information service (comparable treatment to cable modem Internet access) or as a regulated telecommunications service. In 2007, CBT elected the non-regulated information service designation for its broadband Internet access service. The FCC also ruled that wireless broadband service is a non-regulated information service, placing it on the same regulatory footing as other broadband services such as cable modem service and wireline DSL service.
In conjunction with the adoption of the 2005 wireline broadband Internet access order, the FCC adopted a policy statement intended to ensure that broadband networks are widely deployed, open, affordable, and accessible to all consumers. In 2009, the FCC opened a proceeding to codify the “net neutrality” principles established in the 2005 policy statement. However, in April 2010, the D.C. Circuit Court of Appeals issued an opinion finding that an FCC enforcement action regarding Comcast's network management practices exceeded the FCC's authority, causing the FCC to reassess its approach to crafting net neutrality rules. In December 2010, the FCC adopted net neutrality rules that require broadband providers to publicly disclose network management practices, restrict them from blocking Internet content and applications, and prohibit fixed broadband providers from engaging in unreasonable discrimination in transmitting traffic. Although appeals of these rules are pending, the rules took effect in 2011. The Company's Wireline and Wireless operations implemented procedures to comply with the rules.
FCC Safeguards to Protect Customer Proprietary Network Information ("CPNI")
In 2007, the FCC released an order implementing new CPNI rules designed to prevent pretexting to gain access to customer information. The rules, which became effective in December 2007, require carriers to implement security protections limiting the manner in which certain customer information may be released and requiring notice to customers regarding certain types of changes to their account and CPNI breaches. Carriers must file an annual certification with the FCC that they are compliant with the rules, including a summary of actions taken in response to customer complaints.


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State - CBT has operated under alternative regulation plans for its local services since 1994. These plans restrict the ability to increase the price of basic local service and related services but, in return, prevent CBT from being subject to an earnings cap. Under alternative regulation, price increases and enhanced flexibility for some services partially offset the effect of fixed pricing for basic local service and reduced pricing for other, primarily wholesale services.
Statutory changes enacted by the Ohio General Assembly in August 2005 gave the Public Utilities Commission of Ohio ("PUCO") the authority to provide ILECs with pricing flexibility for basic local rates upon a showing that consumers have sufficient competitive alternatives (House Bill 218). Under these rules, CBT applied for and received authority from the PUCO to increase its rates for basic local exchange service in eight of its Ohio exchanges and subsequently implemented rate increases for basic local exchange service in all of these exchanges.
In September 2010, the Ohio General Assembly enacted Substitute Senate Bill 162, which revised state policy concerning the provision of telecommunications service, repealed Ohio's existing alternative regulation legislation, and authorized pricing flexibility for ILEC basic local exchange service upon a competitive showing by the ILEC. In December 2010, CBT filed an application with the PUCO under the new rules to receive pricing flexibility in its four Ohio exchanges that did not have pricing flexibility under alternative regulation. The application was approved in January 2011, and CBT implemented a rate increase for basic local exchange service in all of its Ohio exchanges beginning in the first quarter of 2011. Furthermore, the new legislation provided cost savings and revenue opportunities resulting from revision of the PUCO's retail rules and service standards that were effective in January 2011.
CBT entered into its existing alternative regulation plan in Kentucky in July 2006 under terms established by the Kentucky General Assembly in House Bill No. 337. Under this plan, basic local exchange service prices were capped in exchange for earnings freedom and pricing flexibility on other retail services. The caps on basic local exchange service prices expired in July 2011 and CBT increased rates for basic local exchange service for residential lines in December 2011 and business lines in January 2012.
Ohio and Kentucky Cable Franchises
The state of Ohio permits statewide video service authorization. The Company is now authorized by Ohio to provide service in our self-described territory with only 10-day notification to the local government entity and other providers. The authorization can be amended to include additional territory upon notification to the state. A franchise agreement with each local franchising authority is required in Kentucky. The Company has reached an agreement with seven franchising authorities in Kentucky.
Recently Issued Accounting Standards
Refer to Note 2 of the Consolidated Financial Statements for further information on recently issued accounting standards. The adoption of new accounting standards did not have a material impact on the Company’s financial results for the twelve months ended December 31, 2011 .

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Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement
This Form 10-K contains "forward-looking" statements, as defined in federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on Cincinnati Bell Inc.’s current expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements about the beliefs, expectations and future plans and strategies of the Company, are forward-looking statements. These include any statements regarding:
future revenue, operating income, profit percentages, income tax refunds, realization of deferred tax assets (including net operating loss carryforwards), earnings per share or other results of operations;
 
 
the continuation of historical trends;
 
 
the sufficiency of cash balances and cash generated from operating and financing activities for future liquidity and capital resource needs;
 
 
the effect of legal and regulatory developments; and
 
 
the economy in general or the future of the communication services or data center colocation industries.
Actual results may differ materially from those expressed in any forward-looking statements. The following important factors, among other things, could cause or contribute to actual results being materially and adversely different from those described or implied by such forward-looking statements including, but not limited to:
changing market conditions and growth rates within the telecommunications and data center industries or generally within the overall economy;
 
 
changes in competition in markets in which the Company operates;
 
 
pressures on the pricing of the Company’s products and services;
 
 
advances in telecommunications technology;
 
 
the ability to generate sufficient cash flow to fund the Company’s business plan, repay debt and interest obligations, and maintain the Company’s networks;
 
 
the ability to refinance the Company’s indebtedness when required on commercially reasonable terms;
 
 
changes in the telecommunications regulatory environment;
 
 
changes in the demand for the Company’s services and products;
 
 
the demand for particular products and services within the overall mix of products sold, as the Company’s products and services have varying profit margins;
 
 
the Company’s ability to introduce new service and product offerings on a timely and cost effective basis;
 
 
work stoppages caused by labor disputes;
 
 
restrictions imposed under various credit facilities and debt instruments;
 
 
the Company’s ability to attract and retain highly qualified employees;
 
 
the Company’s ability to access capital markets and the successful execution of restructuring initiatives;
 
 
changes in the funded status of the Company’s retiree pension and healthcare plans;
 
 
changes in the Company’s relationships with current large customers, a small number of whom account for a significant portion of Company revenue;
 
 
disruption in the Company’s back-office information technology systems, including its billing system;
 
 
the Company's evaluation of strategic options for financing, maintaining and growing its data center business; and
 
 
failure or disruption in the operation of the Company’s data centers.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company does not undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The Company has exposure to interest rate risk, primarily in the form of variable rate borrowings from its credit facility and changes in current rates compared to that of its fixed rate debt. As of December 31, 2011 and 2010, the Company had no variable-rate borrowings. In the past, management has periodically employed derivative financial instruments to manage exposure to interest rate risk. At December 31, 2011 and 2010, the Company held no derivative financial instruments.
The following table sets forth the face amounts, maturity dates, and average interest rates at December 31, 2011 for our fixed-rate debt, excluding capital leases and other debt, unamortized discounts, and unamortized debt adjustments related to terminated swaps:
(dollars in millions)
 
2012
 
2013
 
2014
 
2015
 
2016
 
Thereafter
 
Total
 
Fair Value
Fixed-rate debt
 
$

 
$

 
$

 
$
247.6

 
$

 
$2,147.5
 
$
2,395.1

 
$
2,316.4

Average interest rate on fixed-rate debt
 

 

 

 
7.0
%
 

 
8.3
%
 
8.1
%
 

At December 31, 2010, the carrying value and fair value of fixed-rate debt was $2,395.1 million and $2,281.9 million, respectively.
Foreign Currency Risk
Substantially all of our revenue and expenses are denominated in U.S. dollars. We do not currently employ forward contracts or other financial instruments to mitigate foreign currency risk. As our international operations grow, we may engage in hedging activities to hedge our exposure to foreign currency risk.
Commodity Price Risk
Certain of our operating costs are subject to price fluctuations caused by the volatility of the underlying commodity prices, including electricity used in our data center operations, gas utilized primarily by our field operations group, and network and building materials, such as steel, fiber and copper, used in the construction of our networks and data centers. In addition, the lead time to purchase certain equipment for our data centers is substantial which could result in increased costs for these construction projects. We have entered into power contracts to purchase power at fixed prices through March 2013 at certain of our U.S. data center locations. These contracts do not require a minimum purchase quantity. We do not currently employ forward contracts or other financial instruments to mitigate the risk of commodity price risk other than the power contracts discussed above.










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Item 8. Financial Statements and Supplementary Data
 
 
 
 
Index to Consolidated Financial Statements
Page
 
 
 
Consolidated Financial Statements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Statement Schedule:
 
 
 
 
 
For each of the three years in the period ended December 31, 2011:
 
 
 
 
 
 
 
 
Financial statement schedules other than those listed above have been omitted because the required information is contained in the financial statements and notes thereto, or because such schedules are not required or applicable.

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Cincinnati Bell Inc.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Cincinnati Bell Inc. and its subsidiaries (the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to produce reliable financial statements in conformity with accounting principles generally accepted in the United States.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework . Based on this assessment, management has concluded that, as of December 31, 2011 , the Company’s internal control over financial reporting is effective based on those criteria.
The effectiveness of the Company’s internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included herein.

February 28, 2012
/s/ John F. Cassidy
 
John F. Cassidy
 
President and Chief Executive Officer
 
 
/s/ Kurt A. Freyberger
 
Kurt A. Freyberger
 
Chief Financial Officer
 
 
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of Cincinnati Bell Inc.
Cincinnati, Ohio
We have audited the internal control over financial reporting of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2011 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011 , based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2011 of the Company and our report dated February 28, 2012 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 28, 2012

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareowners of Cincinnati Bell Inc.
Cincinnati, Ohio
We have audited the accompanying consolidated balance sheets of Cincinnati Bell Inc. and subsidiaries (the "Company") as of December 31, 2011 and 2010 , and the related consolidated statements of operations, shareowners’ deficit and comprehensive (loss)/ income, and cash flows for each of the three years in the period ended December 31, 2011 . Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Cincinnati Bell Inc. and subsidiaries at December 31, 2011 and 2010 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 , in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2012 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 28, 2012



66

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share amounts)
 
 
December 31,
2011
 
December 31,
2010
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
73.7

 
$
77.3

Receivables, less allowances of $11.6 and $14.0
179.4

 
184.2

Inventory, materials and supplies
23.8

 
20.9

Deferred income taxes, net
30.2

 
29.6

Prepaid expenses
11.2

 
10.0

Other current assets
2.7

 
0.9

Total current assets
321.0

 
322.9

Property, plant and equipment, net
1,400.5

 
1,264.4

Goodwill
290.6

 
341.7

Intangible assets, net
216.9

 
236.0

Deferred income taxes, net
423.5

 
422.2

Other noncurrent assets
62.2

 
66.4

Total assets
$
2,714.7

 
$
2,653.6

Liabilities and Shareowners’ Deficit
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt
$
13.0

 
$
16.5

Accounts payable
133.4

 
110.2

Unearned revenue and customer deposits
48.2

 
48.1

Accrued taxes
15.5

 
13.5

Accrued interest
45.6

 
46.6

Accrued payroll and benefits
52.6

 
49.0

Other current liabilities
48.1

 
44.8

Total current liabilities
356.4

 
328.7

Long-term debt, less current portion
2,520.6

 
2,507.1

Pension and postretirement benefit obligations
389.9

 
333.1

Other noncurrent liabilities
163.0

 
152.5

Total liabilities
3,429.9

 
3,321.4

Shareowners’ deficit
 
 
 
Preferred stock, 2,357,299 shares authorized; 155,250 shares (3,105,000 depositary shares) of 6 3 / 4 % Cumulative Convertible Preferred Stock issued and outstanding at December 31, 2011 and 2010; liquidation preference $1,000 per share ($50 per depositary share)
129.4

 
129.4

Common shares, $.01 par value; 480,000,000 shares authorized; 196,322,649 and 198,354,851 shares issued; 195,721,796 and 197,841,276 shares outstanding at December 31, 2011 and 2010
2.0

 
2.0

Additional paid-in capital
2,584.6

 
2,601.5

Accumulated deficit
(3,220.0
)
 
(3,238.6
)
Accumulated other comprehensive loss
(208.9
)
 
(160.0
)
Common shares in treasury, at cost
(2.3
)
 
(2.1
)
Total shareowners’ deficit
(715.2
)
 
(667.8
)
Total liabilities and shareowners’ deficit
$
2,714.7

 
$
2,653.6


The accompanying notes are an integral part of the consolidated financial statements.
 

67

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts)

 
 
 
 
 
 
Year Ended December 31,
 
2011
 
2010
 
2009
Revenue
 
 
 
 
 
Services
$
1,250.8

 
$
1,199.3

 
$
1,169.9

Products
211.6

 
177.7

 
166.1

Total revenue
1,462.4

 
1,377.0

 
1,336.0

Costs and expenses
 
 
 
 
 
Cost of services, excluding items below
464.3

 
413.9

 
406.1

Cost of products sold, excluding items below
213.0

 
190.6

 
184.9

Selling, general and administrative
263.1

 
270.9

 
274.8

Depreciation and amortization
199.5

 
179.5

 
164.9

Restructuring charges
12.2

 
13.7

 
12.6

Curtailment loss (gain)
4.2

 

 
(7.6
)
(Gain) loss on sale of assets
(8.4
)
 

 
4.8

Impairment of goodwill
50.3

 

 

Impairment of assets, excluding goodwill
2.1

 

 

Acquisition costs
2.6

 
9.1

 

Total operating costs and expenses
1,202.9

 
1,077.7

 
1,040.5

Operating income
259.5

 
299.3

 
295.5

Interest expense
215.0

 
185.2

 
130.7

Loss on extinguishment of debt

 
46.5

 
10.3

Other expense, net
0.9

 
0.4

 
0.2

Income before income taxes
43.6

 
67.2

 
154.3

Income tax expense
25.0

 
38.9

 
64.7

Net income
18.6

 
28.3

 
89.6

Preferred stock dividends
10.4

 
10.4

 
10.4

Net income applicable to common shareowners
$
8.2

 
$
17.9

 
$
79.2

Basic earnings per common share
$
0.04

 
$
0.09

 
$
0.37

Diluted earnings per common share
$
0.04

 
$
0.09

 
$
0.37

 
 
 
 
 
 
Weighted-average common shares outstanding (millions)
 
 
 
 
 
   Basic
196.8

 
201.0

 
212.2

   Diluted
200.0

 
204.0

 
215.2


The accompanying notes are an integral part of the consolidated financial statements.

68

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF SHAREOWNERS' DEFICIT
AND COMPREHENSIVE (LOSS)/INCOME
(in millions)


 
 
 
 
 
6 3 / 4 % Cumulative
Convertible
Preferred Shares
 
Common Shares
 
Additional
paid-in Shares
 
Accumulated Deficit
 
Accumulated Other Comprehensive Loss
 
Treasury Shares
 
 
 
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Shares
 
Amount
 
Total
Balance at December 31, 2008
3.1

 
$
129.4

 
228.5

 
$
2.3

 
$
2,695.3

 
$
(3,356.5
)
 
$
(177.1
)
 
(0.6
)
 
$
(2.7
)
 
$
(709.3
)
Net income
 

 

 

 

 

 
89.6

 

 

 

 
89.6

Pension and postretirement liabilities
     adjustments
 

 

 

 

 

 

 
41.0

 

 

 
41.0

Comprehensive income
 

 

 

 

 

 

 

 

 

 
130.6

Shares issued under employee plans
 

 

 
0.9

 

 

 

 

 

 
0.1

 
0.1

Shares purchased under employee plans and other
 

 

 
(0.4
)
 

 
(0.8
)
 

 

 
(0.1
)
 
(0.1
)
 
(0.9
)
Stock-based compensation
 

 

 

 

 
8.5

 

 

 

 

 
8.5

Repurchase and retirement of shares
 

 

 
(28.0
)
 
(0.3
)
 
(72.9
)
 

 

 

 

 
(73.2
)
Dividends on preferred stock
 

 

 

 

 
(10.4
)
 

 

 

 

 
(10.4
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2009
3.1

 
129.4

 
201.0

 
2.0

 
2,619.7

 
(3,266.9
)
 
(136.1
)
 
(0.7
)
 
(2.7
)
 
(654.6
)
Net income
 

 

 

 

 

 
28.3

 

 

 

 
28.3

Pension and postretirement liabilities
     adjustments
 

 

 

 

 

 

 
(23.9
)
 

 

 
(23.9
)
Comprehensive income
 

 

 

 

 

 

 

 

 

 
4.4

Shares issued under employee plans
 

 

 
1.9

 

 
0.5

 

 

 
0.2

 
0.6

 
1.1

Shares purchased under employee plans and other
 

 

 
(0.6
)
 

 
(1.6
)
 

 

 

 

 
(1.6
)
Stock-based compensation
 

 

 

 

 
3.3

 

 

 

 

 
3.3

Repurchase and retirement of shares
 

 

 
(4.0
)
 

 
(10.0
)
 

 

 

 

 
(10.0
)
Dividends on preferred stock
 

 

 

 

 
(10.4
)
 

 

 

 

 
(10.4
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2010
3.1

 
129.4

 
198.3

 
2.0

 
2,601.5

 
(3,238.6
)
 
(160.0
)
 
(0.5
)
 
(2.1
)
 
(667.8
)
Net income
 

 

 

 

 

 
18.6

 

 

 

 
18.6

Pension and postretirement liabilities
     adjustments
 

 

 

 

 

 

 
(48.8
)
 

 

 
(48.8
)
Foreign currency translation loss
 

 

 

 

 

 

 
(0.1
)
 

 

 
(0.1
)
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(30.3
)
Shares issued under employee plans
 

 

 
1.5

 

 
0.4

 

 

 

 
0.1

 
0.5

Shares purchased under employee plans and other
 

 

 
(0.2
)
 

 
(0.5
)
 

 

 

 

 
(0.5
)
Stock-based compensation
 

 

 

 

 
4.1

 

 

 

 

 
4.1

Repurchase and retirement of shares
 

 

 
(3.3
)
 

 
(10.5
)
 

 

 
(0.1
)
 
(0.3
)
 
(10.8
)
Dividends on preferred stock
 

 

 

 

 
(10.4
)
 

 

 

 

 
(10.4
)
Balance at December 31, 2011
3.1

 
$
129.4

 
196.3

 
$
2.0

 
$
2,584.6

 
$
(3,220.0
)
 
$
(208.9
)
 
(0.6
)
 
$
(2.3
)
 
$
(715.2
)

The accompanying notes are an integral part of the consolidated financial statements.  


69

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Cincinnati Bell Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)

 
 
 
 
 
 
Year Ended December 31,
 
2011
 
2010
 
2009
Cash flows from operating activities
 
 
 
 
 
Net income
$
18.6

 
$
28.3

 
$
89.6

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
 
 
Depreciation and amortization
199.5

 
179.5

 
164.9

Loss on extinguishment of debt

 
46.5

 
10.3

(Gain) loss on sale of assets
(8.4
)
 

 
4.8

Impairment of goodwill and other assets
52.4

 

 

Provision for loss on receivables
13.9

 
15.2

 
22.3

Noncash portion of interest expense
7.7

 
8.0

 
3.8

Deferred income tax expense, including valuation allowance change
24.9

 
38.2

 
61.0

Pension and other postretirement benefits in excess of expense
(19.5
)
 
(10.7
)
 
(65.6
)
Stock-based compensation
4.1

 
3.3

 
8.5

Other, net
(3.7
)
 
(3.5
)
 
(2.1
)
Changes in operating assets and liabilities, net of effects of acquisitions
 
 
 
 
 
Increase in receivables
(10.6
)
 
(26.7
)
 
(16.4
)
(Increase) decrease in inventory, materials, supplies, prepaid expenses and other current assets
(5.9
)
 
22.2

 
(1.7
)
Increase (decrease) in accounts payable
19.2

 
4.6

 
(6.4
)
(Decrease) increase in accrued and other current liabilities
(0.5
)
 
4.0

 
(16.3
)
Decrease (increase) in other noncurrent assets
1.1

 
(5.4
)
 
9.0

Decrease in other noncurrent liabilities
(2.9
)
 
(3.5
)
 
(0.1
)
Net cash provided by operating activities
289.9

 
300.0

 
265.6

Cash flows from investing activities
 
 
 
 
 
Capital expenditures
(255.5
)
 
(149.7
)
 
(195.1
)
Acquisitions of businesses, net of cash acquired

 
(526.7
)
 
(3.4
)
Proceeds / deposits from sale of assets
11.5

 

 
105.9

Other, net
(0.7
)
 
0.9

 
(1.2
)
Net cash used in investing activities
(244.7
)
 
(675.5
)
 
(93.8
)
Cash flows from financing activities
 
 
 
 
 
Proceeds from issuance of long-term debt

 
2,134.3

 
492.8

Increase (decrease) in corporate credit and receivables facilities with initial maturities less than 90 days
0.4

 
(85.9
)
 
(42.1
)
Repayment of debt
(11.5
)
 
(1,554.5
)
 
(506.5
)
Debt issuance costs and consent fees
(0.8
)
 
(42.6
)
 
(15.3
)
Dividends paid on preferred stock
(10.4
)
 
(10.4
)
 
(10.4
)
Common stock repurchase
(10.4
)
 
(10.0
)
 
(73.2
)
Financing obligations and other, net
(16.1
)
 
(1.1
)
 
(0.8
)
Net cash (used in) provided by financing activities
(48.8
)
 
429.8

 
(155.5
)
Net (decrease) increase in cash and cash equivalents
(3.6
)
 
54.3

 
16.3

Cash and cash equivalents at beginning of year
77.3

 
23.0

 
6.7

Cash and cash equivalents at end of year
$
73.7

 
$
77.3

 
$
23.0


The accompanying notes are an integral part of the consolidated financial statements.  

70

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Cincinnati Bell Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.
Description of Business and Accounting Policies
Description of Business — Cincinnati Bell Inc. and its consolidated subsidiaries (the "Company" or "we") provides diversified telecommunications and technology services. The Company generates a large portion of its revenue by serving customers in the Greater Cincinnati and Dayton, Ohio and Texas areas. An economic downturn or natural disaster occurring in this, or a portion of this, limited operating territory could have a disproportionate effect on our business, financial condition, results of operations and cash flows compared to similar companies of a national scope and similar companies operating in different geographic areas. Revenue derived from foreign operations is less than 1% of consolidated revenue.
The Company manages its business by product and service offerings in four segments: Wireline, Wireless, Data Center Colocation, and IT Services and Hardware.
Basis of Presentation — The consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, financial position, and cash flows for each period presented.
Basis of Consolidation — The consolidated financial statements include the consolidated accounts of Cincinnati Bell Inc. and its majority-owned subsidiaries over which it exercises control. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. Investments over which the Company exercises significant influence are recorded under the equity method. At December 31, 2011 and 2010 , the Company had no equity method investments. Investments in which we own less than 20% of the equity interests and cannot exercise significant influence over the investee’s operations are recorded at cost.
Use of Estimates — Preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates. In the normal course of business, the Company is subject to various regulatory and tax proceedings, lawsuits, claims, and other matters. The Company believes adequate provision has been made for all such asserted and unasserted claims in accordance with GAAP. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance.
Cash and Cash Equivalents — Cash consists of funds held in bank accounts. Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less.
Receivables — Receivables consist principally of trade receivables from customers and are generally unsecured and due within 21 - 90 days. The Company has receivables with one large customer that exceed 10% of the outstanding accounts receivable balance at December 31, 2011 and 2010 . Unbilled receivables arise from services rendered but not yet billed. As of December 31, 2011 and 2010 , unbilled receivables totaled $ 26.8 million and $ 25.1 million , respectively. Expected credit losses related to trade receivables are recorded as an allowance for uncollectible accounts in the Consolidated Balance Sheets. The Company establishes the allowances for uncollectible accounts using percentages of aged accounts receivable balances to reflect the historical average of credit losses as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for uncollectible accounts is reduced.
Inventory, Materials and Supplies — Inventory, materials and supplies consists of wireless handsets, wireline network components, various telephony and IT equipment to be sold to customers, maintenance inventories, and other materials and supplies, which are carried at the lower of average cost or market.
Property, Plant and Equipment — Property, plant and equipment is stated at original cost and presented net of accumulated depreciation and impairment losses. Maintenance and repairs are charged to expense as incurred while improvements which extend an asset's useful life or increase its functionality are capitalized and depreciated over the asset's remaining life. The majority of the Wireline network property, plant and equipment used to generate its voice and data revenue is depreciated using the group method, which develops a depreciation rate annually based on the average useful life of a specific group of assets rather than for each individual asset as would be utilized under the unit method. The estimated life of the group changes as the composition of the group of assets and their related lives change. Provision for depreciation of other property, plant and

71

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Form 10-K Part II
 
Cincinnati Bell Inc.

equipment, except for leasehold improvements, is based on the straight-line method over the estimated economic useful life. Depreciation of leasehold improvements is based on a straight-line method over the lesser of the economic useful life of the asset or the term of the lease, including option renewal periods if renewal of the lease is reasonably assured.
Additions and improvements, including interest and certain labor costs incurred during the construction period, are capitalized. The Company records the fair value of a legal liability for an asset retirement obligation in the period it is incurred. The removal cost is initially capitalized and depreciated over the remaining life of the underlying asset. The associated liability is accreted to its present value each period. Once the obligation is ultimately settled, any difference between the final cost and the recorded liability is recognized as income or loss on disposition.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill — Goodwill represents the excess of the purchase price consideration over the fair value of net assets acquired and recorded in connection with business acquisitions. Goodwill is generally allocated to reporting units one level below business segments. Goodwill is tested for impairment on an annual basis or when events or changes in circumstances indicate that such assets may be impaired. If the net book value of the reporting unit exceeds its fair value, an impairment loss may be recognized. An impairment loss is measured as the excess of the carrying value of goodwill of a reporting unit over its implied fair value. The implied fair value of goodwill represents the difference between the fair value of the reporting unit and the fair value of all the assets and liabilities of that unit, including any unrecognized intangible assets.
Intangible assets not subject to amortization — Intangible assets represent purchased assets that lack physical substance but can be separately distinguished from goodwill because of contractual or legal rights, or because the asset is capable of being separately sold or exchanged. Federal Communications Commission ("FCC") licenses for wireless spectrum represent indefinite-lived intangible assets. The Company may renew the wireless licenses in a routine manner every ten years for a nominal fee, provided the Company continues to meet the service and geographic coverage provisions required by the FCC. Intangible assets not subject to amortization are tested for impairment annually, or when events or changes in circumstances indicate that the asset might be impaired.
Long-Lived Assets — Management reviews the carrying value of property, plant and equipment and other long-lived assets, including intangible assets with definite lives, when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the estimated future undiscounted cash flows expected to result from the use of an asset (or group of assets) and its eventual disposition is less than its carrying amount. An impairment loss is measured as the amount by which the asset’s carrying value exceeds its estimated fair value. Long-lived intangible assets are amortized based on the estimated economic value generated by the asset in future years.
Investments — Certain of our cost method investments do not have readily determinable fair values. The carrying value of these investments was $2.9 million and $3.1 million as of December 31, 2011 and 2010 , respectively, and was included in “Other noncurrent assets” in the Consolidated Balance Sheets. Investments are reviewed annually for impairment, or sooner if changes in circumstances indicate the carrying value may not be recoverable. If the carrying value of the investment exceeds its estimated fair value and the decline in value is determined to be other-than-temporary, an impairment loss is recognized for the difference. The Company estimates fair value using external information and discounted cash flow analysis.
Leases — Certain property and equipment are leased. At lease inception, the lease terms are assessed to determine if the transaction should be classified as a capital or operating lease. Several of the buildings used in our data center operations are leased facilities. We are generally involved in the construction of structural improvements to these facilities. When we bear substantially all the construction period risk, such as managing or funding construction, the Company is deemed the accounting owner of the leased building. At the inception of the lease, we recognize an asset and corresponding liability equal to the fair value of the leased facility. These transactions generally do not qualify for sale-leaseback accounting due to our continued involvement in these data center operations. When construction is complete, we account for the transaction as a capital lease obligation or other long-term financing arrangement. The asset is depreciated to the lesser of (1) its estimated fair value at the end of the lease term, (2) the expected amount of the unamortized liability at the end of the lease term, or (3) the present value of lease payments from the end of the lease term to the end of the useful life of the asset, assuming a renewal option is exercised on the same terms.
Treasury Shares — The repurchase of common shares is recorded at purchase cost as treasury shares. Our policy is to retire, either formally or constructively, treasury shares that management anticipates will not be reissued. Upon retirement, the purchase cost of the treasury shares that exceeds par value is recorded as a reduction to “Additional paid-in capital” in the Consolidated Balance Sheets.


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Form 10-K Part II
 
Cincinnati Bell Inc.

Revenue Recognition — We apply the revenue recognition principles described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic ("ASC") 605, “Revenue Recognition.” Under ASC 605, revenue is recognized when there is persuasive evidence of a sale arrangement, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured.
With respect to arrangements with multiple deliverables, management determines whether more than one unit of accounting exists in an arrangement. To the extent that the deliverables are separable into multiple units of accounting, total consideration is allocated to the individual units of accounting based on their relative fair value, determined by the price of each deliverable when it is regularly sold on a stand-alone basis. Revenue is recognized for each unit of accounting as delivered, or as service is performed, depending on the nature of the deliverable comprising the unit of accounting.
Wireline — Revenues from local telephone, special access, and internet product services, which are billed monthly prior to performance of service, are not recognized upon billing or cash receipt but rather are deferred until the service is provided. Long distance and switched access are billed monthly in arrears. Wireline bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as long distance and switched access, we must estimate service revenues earned but not yet billed. These estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Initial billings for Wireline service connection and activation are deferred and amortized into revenue on a straight-line basis over the average customer life. The associated connection and activation costs, to the extent of the upfront fees, are also deferred and amortized on a straight-line basis over the average customer life.
Pricing of local voice services is generally subject to oversight by both state and federal regulatory commissions. Such regulation also covers services, competition, and other public policy issues. Various regulatory rulings and interpretations could result in increases or decreases to revenue in future periods.
Wireless — Postpaid wireless and reciprocal compensation are billed monthly in arrears. Wireless bills service revenue in regular monthly cycles, which are spread throughout the days of the month. As the last day of each billing cycle rarely coincides with the end of the reporting period for usage-based services such as postpaid wireless, we estimate service revenues earned but not yet billed. Our estimates are based upon historical usage, and we adjust these estimates during the period in which actual usage is determinable, typically in the following reporting period.
Revenue from prepaid wireless service, which is collected in advance, is not recognized upon billing or cash receipt, but rather is deferred until the service is provided.
Wireless handset revenue and the related activation revenue are recognized when the products are delivered to and accepted by the customer, as this is considered to be a separate earnings process from the sale of wireless services. Wireless equipment costs are also recognized upon handset sale and are generally in excess of the related handset and activation revenue.
Data Center Colocation — Data center colocation services consist primarily of recurring revenue streams from rent of data center space, power, cabinets and cages. These recurring revenue streams are generally billed monthly in advance and may have escalating payments over the term of the contract. In arrangements which contain increasing or decreasing monthly billings, revenues are recognized on a straight-line basis over the contract term, unless the pattern of service indicates otherwise. Power costs are billed to certain customers in arrears based on actual usage. An estimate of this revenue is accrued monthly based on historical usage. Power costs are presented on a gross basis in both revenues and cost of services in the accompanying financial statements based upon the criteria in ASC 605.
Data center colocation services can also include revenues from non-recurring revenue streams. Non-recurring revenue for services or products that are separate units of accounting are recognized as revenue consistent with our accounting policy for arrangements with multiple deliverables presented above. Certain non-recurring installation fees, although generally paid in lump sum upon installation, are not considered separate units of accounting. Therefore, these revenues and their associated costs are deferred and recognized ratably over the estimated term of the customer relationship, unless the pattern of service indicates otherwise.
Certain agreements with data center customers require specified levels of service or performance. If we fail to meet these service levels, customers may be able to receive service credits on their accounts. We record these credits against revenue when an event occurs that gives rise to such credits.


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IT Services and Hardware — Professional services, including product installations, are recognized as the service is provided. Maintenance services on telephony equipment are deferred and recognized ratably over the term of the underlying customer contract, generally one to four years.
Equipment revenue is recognized upon the completion of our contractual obligations, such as shipment, delivery, installation, or customer acceptance. Installation service revenue is generally recognized when installation is complete. The revenue recognition guidance in ASC 985, "Software", and 605 is applied. We have vendor specific evidence of selling price for installation services, as we sell these services on a standalone basis.
The Company is a reseller of IT and telephony equipment. For these transactions, we consider the gross versus net revenue recording criteria of ASC 605. Based on this criteria, these equipment revenues and associated costs have generally been recorded on a gross basis, rather than recording the revenues net of the associated costs. Vendor rebates are earned on certain equipment sales. If the rebate is earned and the amount is determinable, we recognize the rebate as an offset to cost of products sold.
Advertising Expenses — Costs related to advertising are expensed as incurred. Advertising costs were $18.4 million , $22.0 million , and $22.8 million in 2011 , 2010 , and 2009 , respectively.
Legal Expenses — In the normal course of business the Company is involved in various claims and legal proceedings. Legal costs incurred in connection with loss contingencies are expensed as incurred. Legal claim accruals are recorded once determined to be both probable and estimable.
Income, Operating, and Regulatory Taxes
Income taxes — The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction as well as various foreign, state and local jurisdictions. The provision for income taxes is based upon income in the consolidated financial statements, rather than amounts reported on the income tax return. The income tax provision consists of an amount for taxes currently payable and an amount for tax consequences deferred to future periods. Deferred investment tax credits are amortized as a reduction of the provision for income taxes over the estimated useful lives of the related property, plant and equipment.
Deferred income taxes are provided for temporary differences between financial statement and income tax assets and liabilities. Deferred income taxes are recalculated annually at rates then in effect. Valuation allowances are recorded to reduce deferred tax assets to amounts that are more likely than not to be realized. The ultimate realization of the deferred income tax assets depends upon the ability to generate future taxable income during the periods in which basis differences and other deductions become deductible and prior to the expiration of the net operating loss carryforwards.
Previous tax filings are subject to normal reviews by regulatory agencies until the related statute of limitations expires.
Operating taxes — Certain operating taxes such as property, sales, use, and gross receipts taxes are reported as expenses in operating income primarily within cost of services. These taxes are not included in income tax expense because the amounts to be paid are not dependent on our level of income. Liabilities for audit exposures are established based on management's assessment of the probability of payment. The provision for such liabilities is recognized as an operating expense. Upon resolution of an audit, any remaining liability not paid is released and increases operating income.
Regulatory taxes — The Company incurs federal regulatory taxes on certain revenue producing transactions. We are permitted to recover certain of these taxes by billing the customer; however, collections cannot exceed the amount due to the federal regulatory agency. These federal regulatory taxes are presented in sales and cost of services on a gross basis because, while the Company is required to pay the tax, it is not required to collect the tax from customers and, in fact, does not collect the tax from customers in certain instances. The amounts recorded as revenue for 2011 , 2010 , and 2009 were $20.6 million , $19.9 million , and $16.7 million , respectively. The amounts expensed for 2011 , 2010 , and 2009 were $ 22.7 million , $22.0 million , and $ 17.2 million , respectively. We record all other federal taxes collected from customers on a net basis.
Stock-Based Compensation — Compensation cost is recognized for all share-based awards to employees. We value all share-based awards to employees at fair value on the date of grant and expense this amount over the required service period, generally defined as the applicable vesting period. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model using assumptions such as volatility, risk-free interest rate, holding period and dividends. The fair value of stock awards is based on the Company’s closing share price on the date of grant. For all share-based payments, an assumption is also made for the estimated forfeiture rate based on the historical behavior of employees. The forfeiture rate reduces the total fair value of the awards to be recognized as compensation expense. Our accounting policy for graded vesting awards is to recognize compensation expense on a straight-line basis over the vesting period. We have also

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Cincinnati Bell Inc.

granted employee awards to be ultimately paid in cash which are indexed to the change in the Company’s common stock price. These awards are adjusted to the fair value of the Company's common stock, and the adjusted fair value is expensed on a pro-rata basis over the vesting period. When an award is granted to an employee who is retirement eligible, the compensation cost is recognized over the service period up to the date that the employee first becomes eligible to retire.
Pension and Postretirement Benefit Plans — The Company maintains qualified and non-qualified defined benefit pension plans, and also provides postretirement healthcare and life insurance benefits for eligible employees. We recognize the overfunded or underfunded status of the defined benefit pension and other postretirement benefit plans as either an asset or liability. Changes in the funded status of these plans are recognized as a component of comprehensive (loss)/income in the year they occur. Pension and postretirement healthcare and life insurance benefits earned during the year and interest on the projected benefit obligations are accrued and recognized currently in net periodic benefit cost. Prior service costs and credits are amortized over the average life expectancy of participants or remaining service period, based upon whether plan participants are mostly retirees or active employees. Net gains or losses resulting from differences between actuarial experience and assumptions, or from changes in actuarial assumptions are recognized as a component of annual net periodic benefit cost. Unrecognized actuarial gains or losses that exceed 10% of the projected benefit obligation are amortized on a straight-line basis over the average remaining service life of active employees for the pension and bargained postretirement plans (approximately 10 - 14 years) and average life expectancy of retirees for the management postretirement plan (approximately 16 years).
Termination Benefits — The Company has written severance plans covering both its management and union employees and, as such, accrues probable and estimable employee separation liabilities in accordance with ASC 712, “Compensation — Nonretirement Postemployment Benefits.” These liabilities are based on the Company’s historical experience of severance, historical severance costs, and management’s expectation of future separations.
Special termination benefits are recognized upon acceptance by an employee of a voluntary termination offer. For terminations involving a large group of employees, we consider whether a pension and postretirement curtailment event has occurred. We define a curtailment as an event that reduces the expected years of future service of present employees by 10% or more.
Business Combinations — In accounting for business combinations, we apply the accounting requirements of ASC 805, “Business Combinations,” which requires the recording of net assets of acquired businesses at fair value. In developing estimates of fair value of acquired assets and assumed liabilities, management analyzes a variety of factors including market data, estimated future cash flows of the acquired operations, industry growth rates, current replacement cost for fixed assets, and market rate assumptions for contractual obligations. Such a valuation requires management to make significant estimates and assumptions, particularly with respect to the intangible assets. In addition, contingent consideration is presented at fair value at the date of acquisition. Transaction costs are expensed as incurred.
Fair Value Measurements — Fair value of financial and non-financial assets and liabilities is defined as the price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is utilized to measure certain investments on a recurring basis. Fair value measurements are also utilized to determine the initial value of assets and liabilities acquired in a business combination, to perform impairment tests, and for disclosure purposes. Management uses quoted market prices and observable inputs to the maximum extent possible when measuring fair value. In the absence of quoted market prices or observable inputs, fair value is determined using valuation models that incorporate assumptions that a market participant would use in pricing the asset or liability.
Fair value measurements are classified within one of three levels, which prioritizes the inputs used in the methodologies of measuring fair value for asset and liabilities, as follows:
Level 1 — Quoted market prices for identical instruments in an active market;
Level 2 — Quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and
Level 3 — Unobservable inputs that reflect management's determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including our own data.


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Foreign Currency Translation and Transactions — The financial position of foreign subsidiaries is translated at the exchange rates in effect at the end of the period, while revenues and expenses are translated at average rates of exchange during the period. Gains or losses from translation of foreign operations where the local currency is the functional currency are included as components of accumulated other comprehensive (loss)/income. Gains and losses arising from foreign currency transactions are recorded in other income (expense) in the period incurred. Certain intercompany balances may be designated as long-term. Exchange gains/(losses) on long-term intercompany balances are recorded as a component of accumulated other comprehensive income/(loss).
2.    Recently Issued Accounting Standards
In December 2011, the FASB amended the guidance in ASC 210 related to disclosures about offsetting assets and liabilities. The amendments would require an entity to disclose information about financial instruments and derivative instruments that are either offset subject to ASC 210-20-45 or ASC 815-10-45, or subject to enforceable master netting arrangements or similar arrangements. We will be required to adopt this guidance beginning with our interim financial statements for the three months ended March 31, 2013. The adoption of this accounting standard is not expected to have a material impact on our financial statements.
In September 2011, the FASB amended the guidance in ASC 350-20 on testing goodwill for impairment. Under the revised guidance, entities testing goodwill for impairment have the option of performing a qualitative assessment before calculating the fair value of the reporting unit. If entities determine, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. We will be required to adopt this guidance beginning with interim financial statements for the three months ending March 31, 2012. The adoption of this accounting standard will not have a material impact on our financial statements, rather it may change our future approach for annual goodwill testing.
In June 2011, the FASB issued new guidance under ASC 220 regarding the presentation of comprehensive income in financial statements. An entity has the option to present the components of net income and other comprehensive income (loss) either in a single continuous statement or in two separate but consecutive statements. We will be required to adopt this guidance beginning with our interim financial statements for the three months ending March 31, 2012. Separately, in November 2011, the FASB amended a portion of this guidance to defer proposed changes to the presentation of reclassification adjustments. The adoption of this accounting standard will change the presentation of other comprehensive income (loss) in our financial statements.
In September 2009, new accounting guidance under ASC 605 related to revenue arrangements with multiple deliverables was issued. The guidance addresses the unit of accounting for arrangements involving multiple deliverables, how arrangement consideration should be allocated to the separate units of accounting and eliminates the criterion that objective and reliable evidence of fair value of any undelivered items must exist for the delivered item to be considered a separate unit of accounting. Effective January 1, 2011, we prospectively adopted this standard for revenue arrangements entered into or materially modified after the adoption date. The adoption of this accounting standard did not have a material impact on our financial statements.
In September 2009, new accounting guidance under ASC 985 was issued regarding tangible products containing both software and non-software components that function together to deliver the product’s essential functionality. Effective January 1, 2011, we prospectively adopted this standard for revenue arrangements entered into or materially modified after the adoption date. The adoption of this accounting standard did not have a material impact on our financial statements.

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Cincinnati Bell Inc.

3.
Acquisitions and Dispositions
Acquisition of Cyrus Networks, LLC
On June 11, 2010, the Company purchased Cyrus Networks, LLC, a data center operator based in Texas, for approximately $526 million , net of cash acquired, which was subsequently merged into its CyrusOne Inc. subsidiary ("CyrusOne"). CyrusOne is a wholly-owned subsidiary of the Company. The purchase of CyrusOne was accounted for as a business combination under the acquisition method. Management completed the purchase price allocation early in 2011.
The following table summarizes the allocation of the assets acquired and liabilities assumed at the acquisition date:
(dollars in millions)
 
Assets acquired
 
     Receivables
$
10.4

     Other current assets
0.5

     Property, plant and equipment
153.6

     Goodwill
269.6

     Intangible assets
138.0

     Other noncurrent assets
0.1

Total assets acquired
572.2

Liabilities assumed
 
     Accounts payable
3.1

     Unearned revenue and customer deposits
7.7

     Accrued taxes
1.5

     Accrued payroll and benefits
0.7

     Other current liabilities
0.8

     Noncurrent liabilities
32.1

Total liabilities assumed
45.9

Net assets acquired
$
526.3

As required under ASC 805, we valued the assets acquired and liabilities assumed at fair value. Management determined the fair value of property, plant and equipment, identifiable intangible assets and noncurrent liabilities with the assistance of an independent valuation firm. All other fair value determinations were made solely by management.
The following unaudited pro forma consolidated results assume the acquisition of CyrusOne was completed as of the beginning of the annual reporting periods presented:
 
Year Ended December 31,
(dollars in millions, except per share amounts)
2010
 
2009
Revenue
$
1,408.6

 
$
1,392.7

Net income
23.3

 
65.1

Earnings per share:
 
 
 
         Basic earnings per common share
$
0.06

 
$
0.26

         Diluted earnings per common share
0.06

 
0.25






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These results include adjustments related to the purchase price allocation and financing of the acquisition, primarily to reduce revenue for the elimination of the unearned revenue liability in the opening balance sheet, to increase depreciation and amortization associated with the higher values of property, plant and equipment and identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, and to reflect the related income tax effect and change in tax status. The pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the annual reporting period indicated nor is it necessarily indicative of future operating results. The pro forma information does not include any (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition or (ii) transaction or integration costs relating to the acquisition.
Acquisition of Virtual Blocks Inc. and Cintech LLC
In 2009, for a total acquisition price of $2.5 million , Cincinnati Bell Technology Solutions, Inc. (“CBTS”) purchased the assets of Toronto, Canada-based Virtual Blocks Inc., a leading software developer in the area of data center virtualization, and Cincinnati, Ohio-based Cintech LLC, a hosted provider of an outbound notification service. The financial results are included in the IT Services and Hardware segment and were immaterial to our consolidated financial statements for the years ended December 31, 2011, 2010 and 2009.
Disposition of Cincinnati Bell Complete Protection Inc. Assets
On August 1, 2011, we sold substantially all of the assets associated with our home security monitoring business for $11.5 million . The pre-tax gain recognized on the sale of these assets was $8.4 million . The operating results of this business, which were included within the Wireline segment prior to its sale, were immaterial to our consolidated financial statements for the years ended December 31, 2011, 2010 and 2009.
Sale and Leaseback of Wireless Towers
In 2009, we sold 196 wireless towers for $99.9 million in cash proceeds, and leased back a portion of the space on these towers for a term of 20 years. A deferred gain was recognized on this transaction which will be amortized to income on a straight-line basis over the 20 year lease term in "Cost of services" in the Consolidated Statements of Operations. As of December 31, 2011 and 2010, the unamortized balance of this deferred gain was $41.7 million and $44.0 million , respectively. Future minimum lease payments on these capital leases are included within Note 7.

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Cincinnati Bell Inc.

4.
Earnings Per Common Share
Basic earnings per common share ("EPS") is based upon the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur upon issuance of common shares for awards under stock-based compensation plans, exercise of warrants, or conversion of preferred stock, but only to the extent that they are considered dilutive.
The following table shows the computation of basic and diluted EPS:
 
Year Ended December 31,
(in millions, except per share amounts)
2011
 
2010
 
2009
Numerator:
 
 
 
 
 
Net income
$
18.6

 
$
28.3

 
$
89.6

Preferred stock dividends
10.4

 
10.4

 
10.4

Income applicable to common shareowners - basic and diluted
$
8.2

 
$
17.9

 
$
79.2

Denominator:
 
 
 
 
 
Weighted-average common shares outstanding - basic
196.8

 
201.0

 
212.2

Warrants
0.4

 
0.6

 
0.6

Stock-based compensation arrangements
2.8

 
2.4

 
2.4

Weighted-average common shares outstanding - diluted
200.0

 
204.0

 
215.2

Basic earnings per common share
$
0.04

 
$
0.09

 
$
0.37

Diluted earnings per common share
$
0.04

 
$
0.09

 
$
0.37

For the years ended December 31, 2011 , 2010 , and 2009 , awards under our stock-based compensation plans for common shares of 11.4 million , 14.5 million , and 17.1 million , respectively, were excluded from the computation of diluted EPS as their inclusion would have been anti-dilutive. For all periods presented, preferred stock convertible into 4.5 million common shares was excluded as it was anti-dilutive.


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Cincinnati Bell Inc.

5.     Property, Plant and Equipment
Property, plant and equipment is comprised of the following:
 
December 31,
 
Depreciable
Lives (Years)
(dollars in millions)
2011
 
2010
 
Land and rights-of-way
$
30.9

 
$
9.8

 
20

-
Indefinite
Buildings and leasehold improvements
736.2

 
616.9

 
3

-
50
Network equipment
2,701.3

 
2,609.2

 
2

-
50
Office software, furniture, fixtures and vehicles
129.3

 
122.7

 
3

-
14
Construction in process
78.3

 
41.2

 
n/a

 
 
Gross value
$
3,676.0

 
$
3,399.8

 
 
 
 
Accumulated depreciation
(2,275.5
)
 
(2,135.4
)
 
 
 
 
Net book value
$
1,400.5

 
$
1,264.4

 
 
 
 
Depreciation expense on property, plant and equipment was $180.4 million , $167.9 million , and $160.8 million in 2011, 2010 and 2009, respectively. Approximately 84% , 82% , and 82% of "Depreciation," as presented in the Consolidated Statements of Operations in 2011 , 2010 , and 2009 , respectively, was associated with the cost of providing services. There are numerous assets included within network equipment resulting in a range of depreciable lives between 2 and 50 years, the majority of which, however, fall within the range of 9 to 22 years.
During the year ended December 31, 2011, asset impairment losses of $1.1 million and $1.0 million were recognized in the Wireless and Wireline segments, respectively, on abandoned assets that have no resale market. No asset impairment losses were recognized in 2010 or 2009.
As of December 31, 2011 and 2010 , buildings and leasehold improvements, network equipment, and office software, furniture, fixtures and vehicles includes $222.7 million and $194.0 million of assets accounted for as capital leases or financing arrangements. Amortization of capital lease assets is included in "Depreciation and amortization" in the Consolidated Statements of Operations.


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6.    Goodwill and Intangible Assets
Goodwill
At December 31, 2011 and 2010, the gross value of goodwill was $340.9 million and $341.7 million , respectively. Accumulated impairment losses were $50.3 million at December 31, 2011, with no such losses recognized at December 31, 2010.
The changes in the carrying amount of goodwill, net of accumulated impairment losses, for the years ended December 31, 2011 and 2010 are as follows:
 
 
 
 
 
Data Center
 
IT Services
 
 
(dollars in millions)
Wireless
 
Wireline
 
Colocation
 
and Hardware
 
Total
Balance as of December 31, 2009
$
50.3

 
$
12.6

 
$
6.7

 
$
2.3

 
$
71.9

Business acquisitions

 

 
269.6

 
0.2

 
269.8

Balance as of December 31, 2010
$
50.3

 
$
12.6

 
$
276.3

 
$
2.5

 
$
341.7

Impairment
(50.3
)
 

 

 

 
(50.3
)
Disposition of home security business assets

 
(0.8
)
 

 

 
(0.8
)
Balance as of December 31, 2011
$

 
$
11.8

 
$
276.3

 
$
2.5

 
$
290.6

In 2011, we recognized a goodwill impairment loss in the Wireless business segment. The impairment loss arose from declines in revenues and wireless subscribers. See Note 9 for further information on how fair value of the reporting unit was estimated.
In 2011, we sold substantially all the assets of our home security monitoring business for a gain of $ 8.4 million . Goodwill of $0.8 million was associated with the assets sold and included within "(Gain) loss on sale of assets" on the Consolidated Statements of Operations. This business was historically included within the Wireline segment.
In 2010, we acquired CyrusOne which is included in the Data Center Colocation segment. Goodwill of $269.6 million was recognized based on the purchase price allocation. The purchase price allocation was completed early in 2011. Other small acquisitions were completed in 2010 which became part of our IT Services and Hardware segment.
Intangible Assets Not Subject to Amortization
As of December 31, 2011, intangible assets not subject to amortization consist solely of FCC licenses with a carrying value of $88.2 million . These licenses are subject to renewal every 10 years for a nominal fee. The next renewal date is in 2015. As of December 31, 2010, intangible assets not subject to amortization consisted of FCC licenses and Wireless trademarks. In 2011, the Company reassessed the useful life of the Wireless trademarks and concluded that it should be reclassified as a finite-lived asset.
Intangible Assets Subject to Amortization
Intangible assets subject to amortization consist of customer relationships, trademarks and a favorable leasehold interest. As of December 31, 2010, Wireless trademarks had been classified as an indefinite-lived intangible asset with a carrying value of $6.2 million . No impairments were recognized on intangible assets subject to amortization in 2011, 2010 or 2009.









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Summarized below are the carrying values for the major classes of intangible assets subject to amortization:
 
Weighted-
 
 
 
 
 
 
 
 
 
Average
 
December 31, 2011
 
December 31, 2010
 
Life in
 
Gross Carrying
 
Accumulated
 
Gross Carrying
 
Accumulated
(dollars in millions)
Years
 
Amount
 
Amortization
 
Amount
 
Amortization
Customer relationships
 
 
 
 
 
 
 
 
 
     Wireline
10
 
$
7.0

 
$
(4.2
)
 
$
7.0

 
(3.4
)
     Wireless
9
 
8.7

 
(7.6
)
 
8.7

 
(6.8
)
     Data Center Colocation
15
 
136.6

 
(26.4
)
 
136.6

 
(11.4
)
     IT Services and Hardware
5
 
2.0

 
(2.0
)
 
2.0

 
(1.9
)
 
 
 
154.3

 
(40.2
)
 
154.3

 
(23.5
)
Trademarks
 
 
 
 
 
 
 
 
 
     Wireless
7
 
6.2

 
(1.5
)
 

 

     Data Center Colocation
15
 
7.4

 
(1.3
)
 
7.4

 
(0.5
)
 
 
 
13.6

 
(2.8
)
 
7.4

 
(0.5
)
Favorable leasehold interest
 
 
 
 
 
 
 
 
 
     Data Center Colocation
56
 
3.9

 
(0.1
)
 
3.9

 

 
 
 
 
 
 
 
 
 
 
 
 
 
$
171.8

 
$
(43.1
)
 
$
165.6

 
$
(24.0
)
Amortization expense for intangible assets subject to amortization was $19.1 million in 2011 , $11.6 million in 2010 , and $4.1 million in 2009 .
The following table presents estimated amortization expense for 2012 through 2016:
(dollars in millions)
 
2012
$
19.6

2013
19.6

2014
19.2

2015
16.3

2016
12.5


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7.
Debt and Other Financing Arrangements
The Company’s debt consists of the following:
 
December 31,
(dollars in millions)
2011
 
2010
Current portion of long-term debt:
 
 
 
Capital lease obligations and other debt
$
13.0

 
$
16.5

Current portion of long-term debt
13.0

 
16.5

Long-term debt, less current portion:
 
 
 
7% Senior Notes due 2015*
250.4

 
251.4

1/4 %  Senior Notes due 2017
500.0

 
500.0

3/4%  Senior Subordinated Notes due 2018
625.0

 
625.0

3/8%  Senior Notes due 2020
775.0

 
775.0

1/4%  Senior Notes due 2023
40.0

 
40.0

Various Cincinnati Bell Telephone notes
207.5

 
207.5

Capital lease obligations and other debt
131.4

 
118.5

 
2,529.3

 
2,517.4

Net unamortized discount
(8.7
)
 
(10.3
)
         Long-term debt, less current portion
2,520.6

 
2,507.1

Total debt
$
2,533.6

 
$
2,523.6

 *
The face amount of these notes has been adjusted for the unamortized called amounts received on terminated interest rate swaps.
Corporate Credit Facilities
On June 11, 2010, the Company entered into a new Corporate credit facility agreement, which included a new revolving credit facility, replacing the existing revolving credit facility that would have expired in August 2012, and a $760 million secured term loan credit facility ("Tranche B Term Loan"). The new Corporate revolving credit facility, as amended, provides a $210.0 million revolving line of credit and expires in June 2014. In 2010, the Company used the net proceeds from the Tranche B Term Loan of $737 million to fund the acquisition of CyrusOne, to repay the Company’s previous term loan facility totaling $204.3 million , and to pay related fees and expenses. In the fourth quarter of 2010, the Company extinguished the entire $760 million Tranche B Term Loan. We incurred a loss on extinguishment of debt of $ 36.1 million consisting of the write-off of unamortized discount and debt issuance costs.
The Corporate revolving credit facility is funded by 11 different financial institutions, with no financial institution having more than 15% of the total facility. Borrowings under the Corporate revolving credit facility bear interest, at the Company’s election, at a rate per annum equal to (i) LIBOR plus the applicable margin or (ii) the base rate plus the applicable margin. The applicable margin is based on certain Company financial ratios and ranges between 4.25% and 5.00% for LIBOR rate advances, and 3.25% and 4.00% for base rate advances. Base rate is the greater of the bank prime rate, the LIBOR rate plus one percent or the federal funds rate plus one-half percent. As of December 31, 2011 , the Company had no outstanding borrowings and no outstanding letters of credit on this facility, leaving $210.0 million in additional borrowing availability under its revolving credit facility.
The Company pays commitment fees for the unused amount of borrowings on the revolving credit facility and letter of credit fees on outstanding letters of credit at an annual rate ranging from 0.50% to 0.75% and 4.25% to 5.00% , respectively, based on certain of our financial ratios. These fees were $2.3 million in 2011 and 2010 , and $1.4 million in 2009 .





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Form 10-K Part II
 
Cincinnati Bell Inc.

The borrowings of Cincinnati Bell Inc. ("CBI") under the Corporate credit facility are guaranteed by CBI's current and future subsidiaries, excluding Cincinnati Bell Telephone Company LLC ("CBT"), Cincinnati Bell Extended Territories LLC ("CBET"), Cincinnati Bell Funding LLC ("CBF"), its foreign subsidiaries and certain immaterial subsidiaries. Each of the Company’s current subsidiaries that is a guarantor of the Corporate credit facility is also a guarantor of the 7% Senior Notes due 2015, 8 1 / 4 % Senior Notes due 2017, 8 3 / 4 % Senior Subordinated Notes due 2018, and 8 3 / 8 % Senior Notes due 2020, with certain immaterial exceptions. Refer to Notes 17 and 18 for supplemental guarantor information. The Company’s obligations under the Corporate credit facility are also collateralized by perfected first priority pledges and security interests in the following:
substantially all of the equity interests of the Company’s U.S. subsidiaries (other than CBF and subsidiaries of CBT, CBET, and certain immaterial subsidiaries) and 66% of its equity interests in its foreign subsidiaries; and 
certain personal property and intellectual property of the Company and its subsidiaries (other than that of CBT, CBET, CBF, its foreign subsidiaries and certain immaterial subsidiaries) with a total carrying value of approximately $700 million at December 31, 2011 .

There were no borrowings under the revolving credit facility in 2011. The average interest rate charged on borrowings under the revolving credit facilities was 3.7% and 3.3% for 2010 and 2009 , respectively. Under the Tranche B Term Loan, the average interest rate charged was 6.5% in 2010 . Interest charged on the previous term loan facility was 1.8% and 2.5% in 2010 and 2009 , respectively.
Accounts Receivable Securitization Facility
CBI and certain of its subsidiaries have an accounts receivable securitization facility ("Receivables Facility"), which permits borrowings of up to $105.0 million . The available borrowing capacity is calculated monthly based on the quantity and quality of outstanding accounts receivable and thus may be lower than the maximum borrowing limit. CBT, CBET, Cincinnati Bell Wireless, LLC ("CBW"), Cincinnati Bell Any Distance Inc. ("CBAD"), Cincinnati Bell Any Distance of Virginia LLC, CBTS, eVolve Business Solutions LLC ("eVolve"), and CyrusOne Inc. (collectively, "transferors") sell their respective trade receivables on a continuous basis to CBF, a wholly-owned limited liability company. In turn, CBF grants, without recourse, a senior undivided interest in the pooled receivables to various purchasers, including commercial paper conduits, in exchange for cash while maintaining a subordinated undivided interest in the form of over-collateralization in the pooled receivables. The transferors have agreed to continue servicing the receivables for CBF at market rates; accordingly, no servicing asset or liability has been recorded. The Receivables Facility is subject to bank renewal every 364 days, and in any event expires in June 2014 . In the event the Receivables Facility is not renewed, management believes it would be able to refinance any outstanding borrowings under the Corporate credit facility.
Although CBF is a wholly-owned consolidated subsidiary of the Company, CBF is legally separate from the Company and each of the Company’s other subsidiaries. Upon and after the sale or contribution of the accounts receivable to CBF, such accounts receivable are legally assets of CBF, and, as such, are not available to creditors of other subsidiaries or the parent company.
For the purposes of consolidated financial reporting, the Receivables Facility is accounted for as a secured financing. Because CBF has the ability to prepay the Receivables Facility at any time by making a cash payment and effectively repurchasing the receivables transferred pursuant to the facility, the transfers do not qualify for "sale" treatment on a consolidated basis under ASC 860, "Transfers and Servicing." At December 31, 2011, the Company had $23.2 million letters of credit outstanding on this facility, leaving $79.6 million remaining on the available borrowing amount of $102.8 million . Interest on the Receivables Facility is based on the commercial paper rate plus 1.20% . There were nominal borrowings and repayments on the Receivables Facility in 2011. The average interest rate on the Receivables Facility was 1.6% in 2010 , and 1.8% in 2009 . The Company pays commitment fees for the unused amount of borrowings on the securitization facility, and letter of credit fees on this facility. These fees were $ 0.7 million in 2011, $ 0.6 million in 2010, and $ 0.1 million in 2009.
7% Senior Notes due 2015
The Company has $250.0 million of 7% Senior Notes due 2015 ("7% Senior Notes"). Net proceeds from this issuance together with those of other concurrently issued bonds and amounts under the Corporate credit facility were used to repay and terminate the Company's prior credit facility. The 7% Senior Notes are fixed rate bonds to maturity.
Interest on the 7% Senior Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year. The 7% Senior Notes are unsecured senior obligations ranking equally with all existing and future senior debt and ranking senior to all existing and future senior subordinated indebtedness and subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a guarantor under the Corporate credit facility is also a guarantor of the 7% Senior Notes on an

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unsecured senior basis, with certain immaterial exceptions. The indenture governing the 7% Senior Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 7% Senior Notes provides for customary events of default, including for nonpayment at final maturity and for a default of any other existing debt instrument that exceeds $20.0 million .
The Company may redeem the 7% Senior Notes for a redemption price of 101.167% on or after February 15, 2012 and 100.000% on or after February 15, 2013.
8 1 / 4 % Senior Notes due 2017
In October 2009, the Company issued $500 million of 8 1 / 4 % Senior Notes due 2017 ("8 1 / 4 % Senior Notes"). Net proceeds of $492.8 million after debt discount, were used to redeem the outstanding 7 1 / 4 % Senior Notes due 2013 of $439.9 million plus accrued and unpaid interest, related call premium, and for general corporate purposes, including the repayment of other debt. The 8 1 / 4 % Senior Notes are fixed rate bonds to maturity.
Interest on the 8 1 / 4 % Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2010. The 8 1 / 4 % Senior Notes are unsecured senior obligations ranking equally with all existing and future senior debt and ranking senior to all existing and future senior subordinated indebtedness and subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a guarantor under the Corporate credit facility is also a guarantor of the 8 1 / 4 % Senior Notes on an unsecured senior basis, with certain immaterial exceptions. The indenture governing the 8 1 / 4 % Senior Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 8 1 / 4 % Senior Notes provides for customary events of default, including for nonpayment at final maturity and for a default of any other existing debt instrument that exceeds $35 million .
The Company may redeem the 8 1 / 4 % Senior Notes for a redemption price of 104.125% , 102.063% , and 100.000% on or after October 15, 2013, 2014, and 2015, respectively. At any time prior to October 15, 2013, the Company may redeem all or part of the 8 1 / 4 % Senior Notes at a redemption price equal to the sum of (1)  100% of the principal, plus (2) the greater of (a)  1% of the face value of the 8 1 / 4 % Senior Notes or (b) the excess over the principal amount of the sum of the present values of (i)  104.125% of the face value of the 8 1 / 4 % Senior Notes, and (ii) interest payments due from the date of redemption to October 15, 2013, in each case discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rates plus one-half percent, plus (3) accrued and unpaid interest, if any, to the date of redemption. Prior to October 15, 2012, the Company may redeem up to a maximum of 35% of the aggregate principal amount of the 8 1 / 4 % Senior Notes with the net cash proceeds of one or more equity offerings by the Company, at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date.
8 3 / 4 % Senior Subordinated Notes due 2018
In March 2010, the Company issued $625 million of 8 3 / 4 % Senior Subordinated Notes due 2018 (“8 3 / 4 % Senior Subordinated Notes”), which are fixed rate bonds to maturity. The net proceeds of $616.2 million , after debt discount, were used to call and redeem $560.0 million of 8 3 / 8 % Subordinated Notes plus accrued and unpaid interest and related call premium.
Interest on the 8 3 / 4 % Senior Subordinated Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2010. The 8 3 / 4 % Senior Subordinated Notes are unsecured senior subordinated obligations ranking junior to all existing and future senior debt, ranking equally to all existing and future senior subordinated indebtedness, and ranking senior to all existing and future subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a guarantor under the Corporate credit facility is also a guarantor of the 8 3 / 4 % Senior Subordinated Notes on an unsecured senior subordinated basis, with certain immaterial exceptions. The indenture governing the 8 3 / 4 % Senior Subordinated Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are generally not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 8 3 / 4 % Senior Subordinated Notes provides for customary events of default, including for nonpayment at final maturity and for

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a default of any other existing debt instrument that exceeds $35 million .
The Company may redeem the 8 3 / 4 % Senior Subordinated Notes for a redemption price of 104.375% , 102.188% , and 100.000% on or after March 15, 2014, 2015, and 2016, respectively. At any time prior to March 15, 2014, the Company may redeem all or part of the 8 3 / 4 % Senior Subordinated Notes at a redemption price equal to the sum of (1)  100% of the principal, plus (2) the greater of (a)  1% of the face value of the 8 3 / 4 % Senior Subordinated Notes or (b) the excess over the principal amount of the sum of the present values of (i)  104.375% of the face value of the 8 3 / 4 % Senior Subordinated Notes, and (ii) interest payments due from the date of redemption to March 15, 2014, in each case discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rates plus one-half percent, plus (3) accrued and unpaid interest, if any, to the date of redemption. Prior to March 15, 2013, the Company may redeem up to a maximum of 35% of the aggregate principal amount of the 8 3 / 4 % Senior Subordinated Notes with the net cash proceeds of one or more equity offerings by the Company, at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date.
8 3 / 8 % Senior Notes due 2020
In the fourth quarter of 2010, the Company issued $775 million of 8 3 / 8 % Senior Notes due 2020 ("8 3 / 8 % Senior Notes"). The net proceeds of $779.3 million , after premiums, were used to redeem $756.2 million of the Company’s Tranche B Term Loan. The 8 3 / 8 % Senior Notes are fixed rate bonds to maturity.
Interest on the 8 3 / 8 % Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2011. The 8 3 / 8 % Senior Notes are unsecured senior obligations ranking equally with all existing and future senior debt and ranking senior to all existing and future senior subordinated indebtedness and subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a guarantor under the Corporate credit facility is also a guarantor of the 8 3 / 8 % Senior Notes on an unsecured senior basis, with certain immaterial exceptions. The indenture governing the 8 3 / 8 % Senior Notes contains covenants including but not limited to the following: limitations on dividends to shareowners and other restricted payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments; issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The indenture governing the 8 3 / 8 % Senior Notes provides for customary events of default, including for nonpayment at final maturity and for a default of any other existing debt instrument that exceeds $35 million .
The Company may redeem the 8 3 / 8 % Senior Notes for a redemption price of 104.188% , 102.792% , 101.396% and 100.000% on or after October 15, 2015, 2016, 2017, and 2018, respectively. At any time prior to October 15, 2015, the Company may redeem all or part of the 8 3 / 8 % Senior Notes at a redemption price equal to the sum of (1)  100% of the principal, plus (2) the greater of (a)  1% of the face value of the 8 3 / 8 % Senior Notes or (b) the excess over the principal amount of the sum of the present values of (i)  104.188% of the face value of the 8 3 / 8 % Senior Notes, and (ii) interest payments due from the date of redemption to October 15, 2015, in each case discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rates plus one-half percent, plus (3) accrued and unpaid interest, if any, to the date of redemption. Prior to October 15, 2013, the Company may redeem up to a maximum of 35% of the aggregate principal amount of the 8 3 / 8 % Senior Notes with the net cash proceeds of one or more equity offerings by the Company, at a redemption price equal to 108.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date.
7 1 / 4 % Senior Notes due 2023
In 1993, the Company issued $50 million of 7 1 / 4 % Senior Notes due 2023 ("7 1 / 4 % Senior Notes"). The indenture related to these 7 1 / 4 % Senior Notes does not subject the Company to restrictive financial covenants, but it does contain a covenant providing that if the Company incurs certain liens on its property or assets, the Company must secure the outstanding 7 1 / 4 % Senior Notes equally and ratably with the indebtedness or obligations secured by such liens. The 7 1 / 4 % Senior Notes are collateralized on a basis consistent with the Corporate credit facility. Interest on the 7 1 / 4 % Senior Notes is payable semi-annually on June 15 and December 15. The Company may not call the 7 1 / 4 % Senior Notes prior to maturity. The indenture governing the 7 1 / 4 % Senior Notes provides for customary events of default, including for failure to make any payment when due and for a default of any other existing debt instrument that exceeds $20 million . In 2009, the Company purchased and extinguished $10.0 million of 7 1 / 4 % Senior Notes due 2023 and recognized a gain on extinguishment of debt of $2.1 million .
Cincinnati Bell Telephone Notes
CBT issued $80.0 million in unsecured notes that are guaranteed on a subordinated basis by Cincinnati Bell Inc. but not the subsidiaries of Cincinnati Bell Inc. These notes have various final maturity dates occurring in 2023, and may not be called prior

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to maturity. The fixed interest rates on these notes range from 7.18% to 7.27% .
CBT also issued $150.0 million in aggregate principal of 6.30% unsecured senior notes due 2028, which is guaranteed on a subordinated basis by Cincinnati Bell Inc. but not the subsidiaries of Cincinnati Bell Inc. All of these 2028 notes may be called at any time, subject to proper notice and redemption price. The indentures governing these notes provide for customary events of default, including for failure to make any payment when due and for a default of any other existing debt instrument of Cincinnati Bell Inc. or CBT that exceeds $20.0 million . In 2009, the Company purchased and extinguished $22.5 million of these notes and recognized a gain on extinguishment of debt of $5.6 million .
Capital Lease Obligations
Capital lease obligations represent our obligation for certain leased assets, including wireless towers, data center facilities and various equipment. These leases generally contain renewal options. We hold a purchase option on two leased data center facilities.
Other Financing Arrangements
CyrusOne leases certain buildings used in its data center operations. Structural improvements were made to these leased facilities in excess of normal tenant improvements and, as such, we are deemed the accounting owner of these facilities. As of December 31, 2011 and 2010, the liability related to these financing arrangements was $47.9 million and $32.5 million , respectively, which was recognized within "Other noncurrent liabilities" in the Consolidated Balance Sheets.
The following table summarizes our annual minimum payments for these financing arrangements for the five years subsequent to December 31, 2011, and thereafter:
(dollars in millions)
 
2012
$
3.8

2013
5.6

2014
6.4

2015
6.5

2016
6.6

Thereafter
48.7

Total
$
77.6


Debt Maturity Schedule
The following table summarizes our annual principal maturities of debt and capital leases for the five years subsequent to December 31, 2011 , and thereafter:
 
 
 
Capital
 
Total
(dollars in millions)
Debt
 
Leases
 
Debt
Year ended December 31,
 
 
 
 
 
2012
$
1.8

 
$
11.2

 
$
13.0

2013
1.4

 
17.5

 
18.9

2014
0.1

 
6.2

 
6.3

2015
247.7

 
5.5

 
253.2

2016

 
6.0

 
6.0

Thereafter
2,147.5

 
94.5

 
2,242.0

 
2,398.5

 
140.9

 
2,539.4

Net unamortized call amounts on terminated rate swaps
2.9

 

 
2.9

Net unamortized discount
(8.7
)
 

 
(8.7
)
      Total debt
$
2,392.7

 
$
140.9

 
$
2,533.6

Total capital lease payments including interest are expected to be $21.4 million for 2012, $26.8 million for 2013, $14.4 million for 2014, $13.4 million for 2015, $13.5 million for 2016, and $150.2 million thereafter.

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Deferred Financing Costs
Deferred financing costs are costs incurred in connection with obtaining long-term financing, which are amortized on the effective interest method. As of December 31, 2011 and 2010 , deferred financing costs totaled $35.7 million and $41.7 million , respectively. The related amortization, included in "Interest expense" in the Consolidated Statements of Operations, totaled $7.0 million in 2011 , $6.6 million in 2010 , and $6.0 million in 2009 .
Debt Covenants
Credit Facility
The Corporate credit facility has financial covenants that require the Company to maintain certain leverage and interest coverage ratios. Also, for the period from October 1, 2011 to June 11, 2014, capital expenditures are permitted as long as they do not exceed $1.0 billion in the aggregate. The Corporate credit facility also contains certain covenants which, among other things, restrict the Company’s ability to incur additional debt or liens, pay dividends, repurchase Company common stock, sell, transfer, lease, or dispose of assets and make investments or merge with another company. If the Company were to violate any of its covenants and were unable to obtain a waiver, it would be considered a default. If the Company were in default under the Corporate credit facility, no additional borrowings under this facility would be available until the default was waived or cured. The Corporate credit facility provides for customary events of default, including for failure to make any payment when due and for a default on any other existing debt instrument having an aggregate principal amount that exceeds $35 million .
Public Indentures
Various issuances of the Company’s public debt, which include the 7% Senior Notes due 2015, 8 1 / 4 % Senior Notes due 2017, 8 3 / 4 % Senior Subordinated Notes due 2018, and 8 3 / 8 % Senior Notes due 2020, are governed by indentures which contain covenants that, among other things, limit the Company’s ability to incur additional debt or liens, pay dividends or make other restricted payments, sell, transfer, lease, or dispose of assets and make investments or merge with another company.
One of the financial covenants permits the issuance of additional Indebtedness up to a 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio (as defined by the individual indentures). Once this ratio exceeds 4:00 to 1:00, the Company is not in default; however, additional Indebtedness may only be incurred in specified permitted baskets, including a Credit Agreement basket providing full access to the Corporate credit facility. Also, the Company’s ability to make Restricted Payments (as defined by the individual indentures) would be limited, including common stock dividend payments or repurchasing outstanding Company shares. As of December 31, 2011, the Company was below the 4:00 to 1:00 Consolidated Adjusted Senior Debt to EBITDA ratio. In addition, the Company had in excess of $1.2 billion available in its restricted payment basket as of December 31, 2011. If the Company is under the 4:00 to 1:00 ratio on a proforma basis, the Company may use this basket to make restricted payments, including share repurchases or dividends, and/or the Company may designate one or more of its subsidiaries as Unrestricted (as defined in the various indentures) such that any Unrestricted Subsidiary would generally not be subject to the restrictions of these various indentures. However, certain provisions which govern the Company's relationship with Unrestricted Subsidiaries would begin to apply.
Extinguished Notes
In 2010, the Company redeemed its 8 3 / 8 % Senior Subordinated Notes due 2014 ("8 3 / 8 % Subordinated Notes") with a principal balance of $560 million and its Tranche B Term Loan with a principal balance of $760 million . The Company also terminated an interest rate swap related to the 8 3 / 8 % Subordinated Notes. In 2009, the Company redeemed its 7 1 / 4 % Senior Notes due 2013 with a principal balance of $439.9 million . For the years ended December 31, 2010 and 2009, the Company recognized debt extinguishment losses of $ 46.5 million and $10.3 million , respectively.

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8.     Commitments and Contingencies
Operating Lease Commitments
The Company leases certain circuits, facilities, and equipment used in its operations. Operating lease expense was $20.4 million , $16.2 million , and $19.3 million in 2011 , 2010 , and 2009 , respectively. Certain facility leases and tower site leases provide for renewal options with fixed rent escalations beyond the initial lease term.
At December 31, 2011 , future minimum lease payments required under operating leases having initial or remaining non-cancellable lease terms in excess of one year, exclusive of exited leases which are recorded as a restructuring liability, are as follows:
(dollars in millions)
 
2012
$
17.4

2013
13.9

2014
10.5

2015
7.0

2016
2.3

Thereafter
1.9

Total
$
53.0


Data Center Customer Commitments
The Company leases data center space to customers for which it recognized rent revenue of $126.1 million , $83.4 million , and $49.4 million in 2011 , 2010 , and 2009 , respectively. Contractual minimum rent revenue, assuming no renewals, is $114.0 million in 2012, $86.1 million in 2013, $54.1 million in 2014, $42.4 million in 2015, and $29.7 million in 2016.
Asset Retirement Obligations
Asset retirement obligations exist for leased wireless towers and certain other assets. The following table presents the activity for the Company’s asset retirement obligations, which are included in "Other noncurrent liabilities" in the Consolidated Balance Sheets:
 
December 31,
(dollars in millions)
2011
 
2010
Balance, beginning of period
$
5.1

 
$
5.0

Liabilities settled

 
(0.2
)
Liabilities incurred
0.2

 

Revisions to estimated cash flow
(0.2
)
 

Accretion expense
0.3

 
0.3

Balance, end of period
$
5.4

 
$
5.1

Indemnifications
During the normal course of business, the Company makes certain indemnities, commitments, and guarantees under which it may be required to make payments in relation to certain transactions. These include (a) intellectual property indemnities to customers in connection with the use, sale, and/or license of products and services, (b) indemnities to customers in connection with losses incurred while performing services on their premises, (c) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct of the Company, (d) indemnities involving the representations and warranties in certain contracts, and (e) outstanding letters of credit which totaled $23.2 million as of December 31, 2011 . In addition, the Company has made contractual commitments to several employees providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities, commitments, and guarantees do not provide for any limitation on the maximum potential for future payments that the Company could be obligated to make.

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As permitted under Ohio law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company's request in such capacity. The term of the indemnification period is for the lifetime of the officer or director. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits the Company's exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company's insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. The Company has no liabilities recorded for these agreements as of December 31, 2011 or 2010.
Purchase Commitments
As of December 31, 2011, the Company was committed to purchase a 700,000 square foot building located on 30 acres of land in Dallas, Texas for approximately $23 million . In January 2012, the purchase of this property was completed. This building will be redeveloped into a data center.
The Company also has noncancellable purchase commitments related to certain goods and services. These agreements range from one to three years. As of December 31, 2011, the minimum commitments for these arrangements were approximately $66 million . The Company generally has the right to cancel open purchase orders prior to delivery and to terminate the contracts without cause.
Litigation
Cincinnati Bell and its subsidiaries are involved in a number of legal proceedings. Liabilities are established for legal claims when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, including most class action lawsuits, it is not possible to determine whether a liability has been incurred, or to estimate the ultimate or minimum amount of the liability until the case is close to resolution, in which case a liability will not be recognized until that time.
On July 5, 2011, a shareholder derivative action, captioned NECA-IBEW Pension Fund (The Decatur Plan), derivatively on behalf of Cincinnati Bell Inc. v. Phillip R. Cox, et al., was filed in the United States District Court for the Southern District of Ohio, naming certain directors and officers of the Company and Towers Watson & Co. (the Company's compensation consulting firm), as defendants, and naming the Company as a nominal defendant. The complaint alleges that the director defendants breached their duty of loyalty in connection with 2010 executive compensation decisions and that the officer defendants were unjustly enriched. The complaint seeks unspecified compensatory damages on behalf of the Company from the director and officer defendants and Towers Watson & Co., various forms of equitable and/or injunctive relief, and attorneys' and other professional fees and costs. On September 20, 2011, the court denied the motion to dismiss the officer and director defendants, which sought dismissal for failure to make demand on the directors and for failure to state a claim. On September 26, 2011, the court denied plaintiff's motion for preliminary injunction, which sought an injunction enjoining the directors from effectuating the 2010 executive compensation plan and the imposition of a constructive trust. On October 4, 2011, the officer and director defendants filed a motion to dismiss the action for lack of subject matter jurisdiction. That motion has not been ruled upon by the court. The officer and director defendants believe the suit is without merit and intend to vigorously defend against it.
Two additional shareholder derivative actions, captioned Pinchus E. Raul, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al. and Dennis Palkon, derivatively on behalf of Cincinnati Bell Inc. v. John F. Cassidy, et al., were filed in the Court of Common Pleas, Hamilton County, Ohio, on July 8, 2011 and July 13, 2011, respectively. The two state court actions name the current directors and certain officers as defendants and the Company as a nominal defendant, assert allegations similar to those asserted in the federal court action, and seek relief similar to that requested in the federal action. The state court actions also allege that the director defendants breached their fiduciary duties by participating in issuing materially false and/or misleading statements in the Company's 2011 Proxy Statement. On August 11, 2011, the state court actions were consolidated under Case No. A1105305. On November 1, 2011, Plaintiff Raul filed a Second Amended Verified Shareholder Derivative Complaint ("State Court Action"). On November 29, 2011, the director and officer defendants filed a motion to dismiss the State Court Action, for failing to make demand on the directors and failing to state a claim. On the same day, Plaintiff Raul filed a motion seeking preliminary approval of the proposed settlement and notice to shareholders.
On December 20, 2011, Cincinnati Bell Inc. and the other defendants entered into a Stipulation and Agreement of Settlement (the "Settlement Agreement") with the plaintiff in the State Court Action. On January 13, 2012, the Hamilton County, Ohio, Court of Common Pleas entered a preliminary approval order approving the Settlement Agreement. The terms of the settlement are set forth in the Stipulation and include (1) a variety of corporate governance changes to be initiated by the Company and the Compensation Committee of the Board of Directors, that, among other things, more clearly communicate the

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Company's executive compensation practices to its shareholders, thus assisting the Company's shareholders' understanding of how these policies are applied to covered employees; and (2) payment of plaintiff's counsel's attorney fees and expenses. The settlement is specifically contingent on the entry of a final order and judgment of the Court approving the settlement and dismissing the action with prejudice. The Court has scheduled a fairness hearing for April 16, 2012 to determine whether to approve the proposed settlement and dismiss all claims.
Based on information currently available, consultation with counsel, available insurance coverage and established reserves, management believes the eventual outcome of all claims will not individually, or in the aggregate, have a material effect on its financial position, results of operations or cash flows.
Contingent Compensation Plan
In 2010, the Company’s Board of Directors approved a new long-term incentive program for certain executives of the Data Center Colocation business as well as the Corporate group. In 2011, the program was implemented through the grant of cash-payment performance units with a potential value of up to $49.4 million . Payment is contingent on the attainment of established enterprise value increases in the Data Center Colocation segment and the completion of a qualifying transaction. For the year ended December 31, 2011, no compensation expense was recorded for the awards as the completion of a qualifying transaction is currently not deemed probable. Additional awards may be granted pursuant to this plan in future periods.

9.
Financial Instruments and Fair Value Measurements
Terminated Interest Rate Swaps
In 2004 and 2005, the Company entered into a series of long-term interest rate swaps with a total notional value of $ 450 million , which qualified for fair value hedge accounting. In 2009, certain counterparties exercised their right to call $250 million of the notional amount of long-term interest rate swaps on the Company's 8 3 / 8 % Subordinated Notes, for which we received $10.5 million . In 2009, we terminated the remaining long-term interest rate swaps, which related to the 7% Senior Notes, and received $6.5 million . In 2010, unamortized amounts received for the 8 3 / 8 % Subordinated Notes were included in the loss on extinguishment of debt when the 8 3 / 8 % Subordinated Notes were repaid and, as such, are no longer amortized. Prior to the termination of these swaps, realized gains of $4.0 million were recognized as an adjustment to "Interest expense" in the Consolidated Statements of Operations for the year ended December 31, 2009.
In 2009, we also held other interest rate swap contracts with notional amounts totaling $450 million each, which effectively fixed the floating interest rates for the first half of the year. We did not designate these swaps as hedging instruments. There are no outstanding interest rate swaps at December 31, 2011 or 2010.
Fair Value of Financial Instruments
The carrying values of our financial instruments do not materially differ from the estimated fair values as of December 31, 2011 and 2010 , except for our long-term debt and other financing arrangements.
The carrying value and fair value of the Company’s financial instruments are as follows:
 
 
December 31, 2011
 
December 31, 2010
(dollars in millions)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Long-term debt, including current portion
$
2,533.6

 
$
2,460.5

 
$
2,523.6

 
$
2,416.9

Other financing arrangements
47.9

 
47.2

 
32.5

 
32.3

The fair value of debt instruments was based on closing or estimated market prices of the Company’s debt at December 31, 2011 and 2010. The fair value of other financing arrangements was calculated using a discounted cash flow model that incorporates current borrowing rates for obligations of similar duration.




91

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Non-Recurring Fair Value Measurements
Certain long-lived assets, intangibles, and goodwill are required to be measured at fair value on a non-recurring basis subsequent to their initial measurement. These non-recurring fair value measurements generally occur when evidence of impairment has occurred.
As of December 31, 2011, the following assets and liabilities were measured at fair value on a non-recurring basis subsequent to their initial recognition:
 
 
 
Fair Value Measurements Using
 
 
(dollars in millions)
Year Ended December 31, 2011
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Total Losses
Property
$

 
$

 
$

 
$

 
$
(2.1
)
Goodwill

 

 

 

 
(50.3
)
 
 
 
 
 
 
 
 
 
$
(52.4
)
In 2011, Wireless goodwill with a carrying value of $50.3 million was written down to its implied fair value of zero. The implied fair value of the Wireless reporting unit was estimated using both income and market methods, which were weighted 75% and 25% , respectively. The income approach utilized projected future cash flows, discounted at the weighted average cost of capital for a comparable peer group of 11.5% . The market approach utilized market multiples for selected guideline public companies. This fair value measurement is considered a Level 3 measurement due to the significance of its unobservable inputs.
In 2011, certain property with a carrying amount of $2.1 million was written down to its estimated fair value of zero . Fair value was determined to be zero due to the absence of a market to sell these assets. This fair value measurement is considered a Level 3 measurement due to the significance of its unobservable inputs.
As of December 31, 2010, no assets or liabilities were measured at fair value on a non-recurring basis subsequent to their initial recognition.


92

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

10.
Restructuring Charges
Restructuring liabilities have been established for employee separations, lease abandonment and contract terminations. A summary of activity in the restructuring liability is shown below:
(dollars in millions)
Employee
Separation
 
Lease
Abandonment
 
Contract Terminations
 
Total
Balance as of December 31, 2009
$
14.4

 
$
4.4

 
$

 
$
18.8

Reclassification

 
0.9

 

 
0.9

Charges
8.7

 
3.5

 
1.5

 
13.7

Utilizations
(11.4
)
 
(1.6
)
 
(0.1
)
 
(13.1
)
Balance as of December 31, 2010
$
11.7

 
$
7.2

 
$
1.4

 
$
20.3

Charges
8.0

 
2.5

 
1.7

 
12.2

Utilizations
(5.5
)
 
(1.6
)
 
(1.4
)
 
(8.5
)
Balance as of December 31, 2011
$
14.2

 
$
8.1

 
$
1.7

 
$
24.0

Employee separation costs consist of severance to be paid pursuant to the Company's written severance plan and certain management contracts. Severance payments are expected to be paid through 2013. Lease abandonment costs represent future minimum lease obligations, net of expected sublease income, for abandoned facilities. Lease payments on abandoned facilities will continue through 2015. In 2011, contract terminations consist of amounts due distributors to terminate their contractual agreements and to telecommunication carriers to cancel circuits. Contract terminations are expected to be paid in 2012. As of December 31, 2010, contract terminations included a $ 1.4 million charge to terminate a sales commission plan to conform sales commission programs between our data center operations. These obligations were paid in full in 2011.
A summary of restructuring activity by business segment is presented below:
(dollars in millions)
Wireline
 
Wireless
 
Data Center Colocation
 
IT Services and Hardware
 
Corporate
 
Total
Balance as of December 31, 2008
$
8.0

 
$

 
$

 
$

 
$
5.1

 
$
13.1

Charges
10.5

 

 

 

 

 
10.5

Utilizations
(4.1
)
 

 

 

 
(0.7
)
 
(4.8
)
Balance as of December 31, 2009
$
14.4

 
$

 
$

 
$

 
$
4.4

 
$
18.8

Reclassifications
0.9

 

 

 

 

 
0.9

Charges
8.2

 
1.0

 
1.4

 
2.8

 
0.3

 
13.7

Utilizations
(10.7
)
 

 

 
(1.5
)
 
(0.9
)
 
(13.1
)
Balance as of December 31, 2010
$
12.8

 
$
1.0

 
$
1.4

 
$
1.3

 
$
3.8

 
$
20.3

Charges
7.7

 

 

 
1.9

 
2.6

 
12.2

Utilizations
(5.4
)
 
(0.3
)
 
(1.4
)
 
(0.7
)
 
(0.7
)
 
(8.5
)
Balance as of December 31, 2011
$
15.1

 
$
0.7

 
$

 
$
2.5

 
$
5.7

 
$
24.0

In 2009, restructuring charges were $ 12.6 million as shown on the Consolidated Statements of Operations, which included $ 2.1 million for special termination benefits that were recognized in the pension and postretirement liability.
At December 31, 2011 and 2010, $ 12.6 million and $ 9.3 million , respectively, of the restructuring liabilities were included in “Other current liabilities,” and $ 11.4 million and $ 11.0 million , respectively, were included in "Other noncurrent liabilities," in the Consolidated Balance Sheets.

93

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

11.
Pension and Postretirement Plans
Savings Plans
The Company sponsors several defined contribution plans covering substantially all employees. The Company's contributions to the plans are based on matching a portion of the employee contributions. Both employer and employee contributions are invested in various investment funds at the direction of the employee. Employer contributions to the defined contribution plans were $ 6.4 million , $ 4.8 million , and $ 3.6 million in 2011 , 2010 , and 2009 , respectively. In 2009, employer contributions were suspended for management employees for an eight month period; these contributions were reinstated in 2010.
Pension and Postretirement Plans
The Company sponsors three noncontributory defined benefit pension plans: one for eligible management employees, one for non-management employees, and one supplemental, nonqualified, unfunded plan for certain senior executives. The management pension plan is a cash balance plan in which the pension benefit is determined by a combination of compensation-based credits and annual guaranteed interest credits. The non-management pension plan is also a cash balance plan in which the combination of service and job-classification-based credits and annual interest credits determine the pension benefit. Benefits for the supplemental plan are based on eligible pay, adjusted for age and service upon retirement. We fund both the management and non-management plans in an irrevocable trust through contributions, which are determined using the traditional unit credit cost method. We also use the traditional unit credit cost method for determining pension cost for financial reporting purposes.
The Company also provides healthcare and group life insurance benefits for eligible retirees. We fund healthcare benefits and other group life insurance benefits using Voluntary Employee Benefit Association ("VEBA") trusts. It is our practice to fund amounts as deemed appropriate from time to time. Contributions are subject to Internal Revenue Service ("IRS") limitations developed using the traditional unit credit cost method. The actuarial expense calculation for our postretirement health plan is based on numerous assumptions, estimates, and judgments including healthcare cost trend rates and cost sharing with retirees.
In 2009, pension benefits were frozen for certain management employees below 50 years of age and provided a 10 year transition period for employees over age 50 . Additionally, retiree healthcare benefits are being phased out for both management and certain retirees. Effective January 1, 2012, future pension service credits were eliminated for certain non-management employees which resulted in a remeasurement of the projected benefit obligations for this plan. In 2011 and 2009, curtailment losses/(gains) of $ 4.2 million and $ (7.6) million , respectively, were recognized upon remeasurement. In 2010, no curtailments occurred. In 2009, special termination benefits of $ 2.1 million were also recognized related to early retirement benefits accepted by certain management and union employees.
Components of Net Periodic Cost
The following information relates to noncontributory defined benefit pension plans, postretirement healthcare plans, and life insurance benefit plans. Approximately 7% in 2011 , 8% in 2010 , and 10% in 2009 of these costs were capitalized to property, plant and equipment related to network construction in the Wireline segment. Pension and postretirement benefit costs for these plans were comprised of:
 
Pension Benefits
 
Postretirement and Other Benefits
(dollars in millions)
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Service cost
$
5.1

 
$
5.2

 
$
5.7

 
$
0.3

 
$
0.2

 
$
0.4

Interest cost on projected benefit obligation
24.8

 
26.8

 
29.0

 
7.1

 
8.0

 
10.3

Expected return on plan assets
(29.3
)
 
(30.3
)
 
(26.0
)
 

 

 
(0.9
)
Amortization of:


 

 

 

 

 

Transition obligation

 

 

 

 

 
0.1

Prior service cost (benefit)
0.3

 
0.5

 
0.7

 
(13.2
)
 
(13.1
)
 
(12.1
)
Actuarial loss
14.3

 
9.3

 
8.7

 
6.5

 
5.2

 
4.5

Special termination benefit

 

 
1.8

 

 

 
0.3

Curtailment loss (gain)
4.2

 

 
(7.6
)
 

 

 

Benefit costs
$
19.4

 
$
11.5

 
$
12.3

 
$
0.7

 
$
0.3

 
$
2.6



94

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

The following are the weighted-average assumptions used in measuring the net periodic cost of the pension and postretirement benefits:
 
Pension Benefits
 
Postretirement and Other Benefits
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
Discount rate
4.90
%
 
5.50
%
 
6.35
%
 
4.50
%
 
5.10
%
 
6.30
%
Expected long-term rate of return
8.25
%
 
8.25
%
 
8.25
%
 
0
%
 
0
%
 
8.25
%
Future compensation growth rate
3.00
%
 
3.00
%
 
4.00
%
 

 

 

The expected long-term rate of return on plan assets, developed using the building block approach, is based on the mix of investments held directly by the plans and the current view of expected future returns, which is influenced by historical averages. Changes in actual asset return experience and discount rate assumptions can impact the Company’s operating results, financial position and cash flows.
Benefit Obligation and Funded Status
Changes in the plans' benefit obligations and funded status are as follows:
 
 
 
 
 
Postretirement and Other Benefits
 
Pension Benefits
 
(dollars in millions)
2011
 
2010
 
2011
 
2010
Change in benefit obligation:
 
 
 
 
 
 
 
   Benefit obligation at January 1,
$
526.1

 
$
506.3

 
$
163.5

 
$
166.1

Service cost
5.1

 
5.2

 
0.3

 
0.2

Interest cost
24.8

 
26.8

 
7.1

 
8.0

Actuarial loss
60.2

 
36.6

 
13.8

 
11.5

Benefits paid
(47.0
)
 
(48.8
)
 
(27.2
)
 
(27.3
)
Retiree drug subsidy received

 

 
0.7

 
1.0

Early retiree subsidy received

 

 
1.9

 

Other

 

 
4.8

 
4.0

Benefit obligation at December 31,
$
569.2

 
$
526.1

 
$
164.9

 
$
163.5

 
 
 
 
 
 
 
 
Change in plan assets:
 
 
 
 
 
 
 
   Fair value of plan assets at January 1,
$
324.0

 
$
325.4

 
$
12.3

 
$
20.9

Actual return on plan assets
15.4

 
39.7

 
0.3

 

Employer contribution
20.1

 
7.7

 
24.1

 
17.7

Retiree drug subsidy received

 

 
0.7

 
1.0

Early retiree subsidy received

 

 
1.9

 

Benefits paid
(47.0
)
 
(48.8
)
 
(27.2
)
 
(27.3
)
   Fair value of plan assets at December 31,
312.5

 
324.0

 
12.1

 
12.3

Unfunded status
$
(256.7
)
 
$
(202.1
)

$
(152.8
)

$
(151.2
)

95

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

The following are the weighted-average assumptions used in accounting for and measuring the projected benefit obligations:
 
Pension Benefits
 
Postretirement and Other Benefits
 
December 31,
 
December 31,
 
2011
 
2010
 
2011
 
2010
Discount rate
3.90
%
 
4.90
%
 
3.60
%
 
4.50
%
Future compensation growth rate
3.00
%
 
3.50
%
 

 

The assumed healthcare cost trend rate used to measure the postretirement health benefit obligation is shown below:
 
December 31,
 
2011
 
2010
Healthcare cost trend
8.0
%
 
8.0
%
Rate to which the cost trend is assumed to decline (ultimate trend rate)
4.5
%
 
4.5
%
Year the rates reach the ultimate trend rate
2019

 
2018


A one-percentage point change in assumed healthcare cost trend rates would have the following effect on the postretirement benefit costs and obligation:
(dollars in millions)
1% Increase
 
1% Decrease
Service and interest costs for 2011
$
0.2

 
$
(0.2
)
Postretirement benefit obligation at December 31, 2011
5.9

 
(5.4
)

The projected benefit obligation is recognized in the Consolidated Balance Sheets as follows:
 
 
 
 
 
Postretirement and Other Benefits
 
Pension Benefits
 
 
December 31,
 
December 31,
(dollars in millions)
2011
 
2010
 
2011
 
2010
Accrued payroll and benefits (current liability)
$
1.7

 
$
1.9

 
$
21.5

 
$
22.1

Pension and postretirement benefit obligations (noncurrent liability)
255.0

 
200.2

 
131.3

 
129.1

Total
$
256.7

 
$
202.1

 
$
152.8

 
$
151.2


Amounts recognized in "Accumulated other comprehensive loss" in the Consolidated Balance Sheets which have not yet been recognized in net pension costs consisted of the following:
 
 
 
 
 
Postretirement and Other Benefits
 
Pension Benefits
 
 
December 31,
 
December 31,
(dollars in millions)
2011
 
2010
 
2011
 
2010
Prior service (cost) benefit, net of tax of $0.2, $1.9, $(30.8), $(36.2)
$
(0.4
)
 
$
(3.3
)
 
$
54.3

 
$
62.0

Actuarial loss, net of tax of $111.6, $90.5, $37.3, $35.5
(196.8
)
 
(157.9
)
 
(65.9
)
 
(60.8
)
 
$
(197.2
)
 
$
(161.2
)
 
$
(11.6
)
 
$
1.2


96

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Amounts recognized in "Accumulated other comprehensive loss" on the Consolidated Statements of Shareowners’ Deficit and Comprehensive (Loss)/Income are shown below:
 
Pension Benefits
 
Postretirement and Other Benefits
(dollars in millions)
2011
 
2010
 
2011
 
2010
Prior service cost recognized:
 
 
 
 
 
 
 
     Reclassification adjustments
$
4.5

 
$
0.5

 
$
(13.2
)
 
$
(13.1
)
Actuarial loss recognized:
 
 
 
 
 
 
 
     Reclassification adjustments
14.3

 
9.3

 
6.5

 
5.2

     Actuarial loss arising during the period
(74.2
)
 
(27.1
)
 
(13.2
)
 
(11.9
)

The following amounts currently included in "Accumulated other comprehensive loss" are expected to be recognized in 2012 as a component of net periodic pension and postretirement cost:
 
Pension Benefits
 
Postretirement and Other Benefits
(dollars in millions)
 
Prior service cost (benefit)
$
0.1

 
$
(13.2
)
Actuarial loss
19.9

 
6.6

Total
$
20.0

 
$
(6.6
)
Plan Assets, Investment Policies and Strategies
The primary investment objective for the trusts holding the assets of the pension and postretirement plans is preservation of capital with a reasonable amount of long-term growth and income without undue exposure to risk. This is provided by a balanced strategy using fixed income and equity securities. The target allocations for the pension plan assets are 61% equity securities, 33% investment grade fixed income securities and 6% in pooled real estate funds. Equity securities are primarily held in the form of passively managed funds that seek to track the performance of a benchmark index. Equity securities include investments in growth and value common stocks of companies located in the United States, which represents approximately 75% of the equity securities held by the pension plans at December 31, 2011 as well as stock of international companies located in both developed and emerging markets around the world. Fixed income securities primarily include holdings of funds, which generally invest in a variety of intermediate and long-term investment grade corporate bonds from diversified industries. The postretirement plan assets are currently invested in a group insurance contract.
The fair values of the pension and postretirement plan assets at December 31, 2011 and 2010 by asset category are as follows:
(dollars in millions)
 
December 31, 2011
 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 
Significant
unobservable
inputs
Level 3
Mutual funds
 
 
 
 
 
 
 
 
U.S. equity index funds
 
$
150.6

 
$
150.6

 
$

 
$

International equity index funds
 
44.2

 
44.2

 

 

Fixed income long-term bond funds
 
91.9

 
91.9

 

 

Fixed income short-term money market funds
 
0.3

 

 
0.3

 

Real estate pooled funds
 
25.5

 

 

 
25.5

Group insurance contract
 
12.1

 

 

 
12.1

Total
 
$
324.6

 
$
286.7

 
$
0.3

 
$
37.6



97

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

(dollars in millions)
 
December 31, 2010
 
Quoted Prices
in active
markets
Level 1
 
Significant
observable
inputs
Level 2
 
Significant
unobservable
inputs
Level 3
Mutual funds
 
 
 
 
 
 
 
 
U.S. equity index funds
 
$
159.2

 
$
159.2

 
$

 
$

International equity index funds
 
46.1

 
46.1

 

 

Fixed income long-term bond funds
 
96.5

 
96.5

 

 

Fixed income short-term money market funds
 
1.1

 

 
1.1

 

Real estate pooled funds
 
21.1

 

 

 
21.1

Group insurance contract
 
12.3

 

 

 
12.3

Total
 
$
336.3

 
$
301.8

 
$
1.1

 
$
33.4

The fair values of Level 1 investments are based on quoted prices in active markets. The fair values of Level 2 investments, which consist of funds that hold securities in active markets, are determined based on the net asset value as reported by the fund manager.
The Level 3 investments consist of real estate pooled funds and a group insurance contract. The real estate pooled funds are valued at the net asset values disclosed by the fund managers, which are based on estimated fair values of the real estate investments using independent appraisal. The group insurance contract is valued at contract value plus accrued interest, which approximates fair value.
The Level 3 investments had the following changes in 2011 and 2010:
 
Pension
 
Postretirement and Other Benefits
(dollars in millions)
2011
 
2010
 
2011
 
2010
Balance, beginning of year
$
21.1

 
$
19.6

 
$
12.3

 
$

Realized gains, net
1.7

 
1.3

 
0.3

 

Unrealized gains, net
3.1

 
1.3

 

 

Purchases, sales, issuances and settlements, net
(0.4
)
 
(1.1
)
 
(0.5
)
 
12.3

Balance, end of year
$
25.5

 
$
21.1

 
$
12.1

 
$
12.3

Contributions to our qualified pension plans were $ 18.1 million in 2011 , $ 5.6 million in 2010 , and $ 50.0 million in 2009 . Contributions to our non-qualified pension plan were $ 2.0 million , $ 2.1 million , and $ 2.2 million for 2011, 2010, and 2009, respectively.
Based on current assumptions, management believes it will make contributions of $ 30.0 million to the qualified pension plan in 2012. Contributions to non-qualified pension plans in 2012 are expected to be approximately $ 2.1 million . Management expects to make cash payments of approximately $ 21.6 million related to its postretirement health plans in 2012 .
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next ten years:
(dollars in millions)
Pension
Benefits
 
Postretirement
and Other
Benefits
 
Medicare
Subsidy
Receipts
2012
$
43.2

 
$
22.3

 
$
0.7

2013
39.9

 
21.3

 
0.7

2014
41.6

 
16.7

 
0.7

2015
40.9

 
17.1

 
0.7

2016
42.1

 
16.3

 
0.6

Years 2017 - 2021
201.4

 
54.8

 
2.6


98

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

12.     Shareowners’ Deficit
Common Shares
The par value of the Company’s common shares is $ 0.01 per share. At December 31, 2011 and 2010 , common shares outstanding were 195,721,796  and 197,841,276 , respectively.
In 2010, the Board of Directors approved a plan for repurchase of up to $ 150 million of the Company's common shares. In 2011, we purchased 3.4 million shares at a cost of $ 10.8 million and retired 3.3 million shares. In 2010, we purchased and retired 4.0 million shares at a cost of $ 10.0 million . In 2009, we purchased and retired 28.0 million shares for $ 73.2 million , which completed the prior repurchase plan.
At December 31, 2011 and 2010, treasury shares for common shares held under certain management deferred compensation arrangements were 0.5 million , with a total cost of $ 2.0 million and $ 2.1 million , respectively.
Preferred Shares
The Company is authorized to issue 1,357,299 shares of voting preferred stock without par value and 1,000,000 shares of nonvoting preferred stock without par value. The Company issued 155,250 voting shares of 6 3 / 4 % cumulative convertible preferred stock at stated value. These shares were subsequently deposited into a trust in which the underlying 155,250 shares are equivalent to 3,105,000 depositary shares. Shares of this preferred stock can be converted at any time at the option of the holder into common stock of the Company at a conversion rate of 1.44 shares of the Company common stock per depositary share of 6 3 / 4 % convertible preferred stock. Annual dividends on the outstanding 6 3 / 4 % convertible preferred stock are payable quarterly in arrears in cash, or in common stock in certain circumstances if cash payment is not legally permitted. The liquidation preference on the 6 3 / 4 % preferred stock is $ 1,000 per share (or $ 50 per depositary share). The Company paid $ 10.4 million in dividends in 2011 , 2010 , and 2009 .
Warrants
The Company has 17.5 million outstanding common stock warrants, which expire in March 2013. Each warrant allows the holder to purchase one share of Cincinnati Bell common stock at $3.00 each. There were no exercises of warrants in 2011 , 2010 , or 2009 .
Accumulated Other Comprehensive Loss
Shareowners’ deficit includes an accumulated other comprehensive loss that is comprised of pension and postretirement unrecognized prior service cost and unrecognized actuarial losses, and foreign currency translation loss. At December 31, 2011 and 2010, pension and postretirement unrecognized prior service cost and unrecognized actuarial losses, net of taxes, were $208.8 million and $160.0 million , respectively. Accumulated foreign currency translation loss was $0.1 million at December 31, 2011.
Amounts recognized in “Accumulated other comprehensive loss” on the Consolidated Statements of Shareowners’ Deficit and Comprehensive (Loss)/Income are shown below:
 
(dollars in millions)
2011
 
2010
 
2009
Net income
$
18.6

 
$
28.3

 
$
89.6

Other comprehensive income, net of tax:
 
 
 
 
 
      Foreign currency translation loss
(0.1
)
 

 

Defined benefit plans:
 
 
 
 
 
       Net income (loss) arising during the period, net of tax of $30.9, $13.9, $(26.3)
(56.5
)
 
(25.1
)
 
44.6

       Amortization of prior service costs included in net income, net of tax of $4.7, $4.6, $4.1
(8.2
)
 
(8.0
)
 
(7.2
)
       Amortization of net loss included in net income, net of tax of $(7.6), $(5.3), $(4.8)
13.2

 
9.2

 
8.4

       Reclassification adjustment for curtailment loss/(gain) included in net income,
            net of tax of $(1.5) and $2.8
2.7

 

 
(4.8
)
Total other comprehensive (loss) income, net of tax
(48.9
)
 
(23.9
)
 
41.0

Total comprehensive (loss) income
$
(30.3
)
 
$
4.4

 
$
130.6


99

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

13.     Income Taxes

Income tax expense consists of the following:
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Current:
 
 
 
 
 
    Federal
$

 
$
0.3

 
$
2.5

    State and local
0.4

 
0.7

 
1.5

    Total current
0.4

 
1.0

 
4.0

Investment tax credits
(0.3
)
 
(0.3
)
 
(0.3
)
Deferred:
 
 
 
 
 
    Federal
24.3

 
44.0

 
59.8

    State and local
3.5

 
1.4

 
6.9

    Total deferred
27.8

 
45.4

 
66.7

Valuation allowance
(2.9
)
 
(7.2
)
 
(5.7
)
Total
$
25.0

 
$
38.9

 
$
64.7

The following is a reconciliation of the statutory federal income tax rate with the effective tax rate for each year:
 
Year Ended December 31,
 
2011
 
2010
 
2009
U.S. federal statutory rate
35.0
 %
 
35.0
 %
 
35.0
 %
State and local income taxes, net of federal income tax
2.9

 
2.6

 
1.3

Change in valuation allowance, net of federal income tax
(4.4
)
 
(7.1
)
 
(2.4
)
State net operating loss adjustments
2.7

 
0.1

 
2.3

Nondeductible interest expense
15.0

 
13.3

 
3.8

Medicare drug subsidy law change

 
5.8

 

Unrecognized tax benefit changes
2.8

 
5.7

 
0.8

Nondeductible compensation
2.1

 
1.5

 
0.1

Other differences, net
1.2

 
1.0

 
1.0

Effective tax rate
57.3
 %
 
57.9
 %
 
41.9
 %




















100

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

The components of our deferred tax assets and liabilities are as follows:
 
December 31,
(dollars in millions)
2011
 
2010
Deferred tax assets:
 
 
 
Net operating loss carryforwards
$
453.9

 
$
445.8

Pension and postretirement benefits
155.0

 
134.6

Other
70.8

 
67.3

Total deferred tax assets
679.7

 
647.7

     Valuation allowance
(58.4
)
 
(60.0
)
Total deferred tax assets, net of valuation allowance
$
621.3

 
587.7

Deferred tax liabilities:
 
 
 
Property, plant and equipment
$
159.8

 
127.9

Federal deferred liability on state deferred tax assets
7.8

 
8.0

Total deferred tax liabilities
167.6

 
135.9

      Net deferred tax assets
$
453.7

 
$
451.8


As of December 31, 2011 , the Company had approximately $1.1 billion of federal tax operating loss carryforwards with a deferred tax asset value of $394.3 million , alternative minimum tax credit carryforwards of $14.4 million , state tax credits of $12.0 million , and $59.6 million in deferred tax assets related to state and local tax operating loss carryforwards. The majority of the remaining tax loss carryforwards will generally expire between 2021 and 2023 . U.S. tax laws limit the annual utilization of tax loss carryforwards of acquired entities. These limitations should not materially impact the utilization of the tax carryforwards.
The ultimate realization of the deferred income tax assets depends upon the Company’s ability to generate future taxable income during the periods in which basis differences and other deductions become deductible, and prior to the expiration of the net operating loss carryforwards. Due to its historical and future projected earnings, management believes it will utilize future federal deductions and available net operating loss carryforwards prior to their expiration. Management also concluded that it was more likely than not that certain state tax loss carryforwards would not be realized based upon the analysis described above and therefore provided a valuation allowance.
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $21.5 million at December 31, 2011 and $20.3 million at December 31, 2010 . We do not currently anticipate that the amount of unrecognized tax benefits will change significantly over the next year.
A reconciliation of the unrecognized tax benefits is as follows:
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Balance, beginning of year
$
20.5

 
$
16.7

 
$
15.6

Change in tax positions for the current year
1.3

 
4.0

 
1.1

Change in tax positions for prior years

 
(0.2
)
 

Balance, end of year
$
21.8

 
$
20.5

 
$
16.7

During the year ended December 31, 2010, a change of $4.0 million was recorded due to tax matters associated with the refinancing of the 8 3 / 8 % Subordinated Notes.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various foreign, state and local jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal, state or local examinations for years before 2008. In 2011, the IRS completed an examination of the Company’s U.S. federal income tax returns for 2008 and 2009.

101

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

14.     Stock-Based and Deferred Compensation Plans

The Company may grant stock options, stock appreciation rights, performance-based awards, and time-based restricted shares to officers and key employees under the 2007 Long Term Incentive Plan and stock options and restricted shares to directors under the 2007 Stock Option Plan for Non-Employee Directors. The maximum number of shares authorized under these plans is 19.0 million . Shares available for award under the plans at December 31, 2011 were 7.0 million .
Stock Options and Stock Appreciation Rights
Generally, the awards of stock options and stock appreciation rights fully vest three years from grant date and expire ten years from grant date. The Company generally issues new shares when options to purchase common shares or stock appreciation rights are exercised. The following table summarizes stock options and stock appreciation rights activity:
 
2011
 
2010
 
2009
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)
Shares
 
 
Shares
 
 
Shares
 
Outstanding at January 1,
17,816

 
$
5.55

 
20,172

 
$
7.15

 
22,770

 
$
9.34

Granted

 

 
1,374

 
2.99

 
1,918

 
1.47

Exercised
(292
)
 
1.74

 
(419
)
 
1.58

 
(4
)
 
1.75

Forfeited
(261
)
 
3.22

 
(464
)
 
2.05

 
(248
)
 
1.87

Expired
(3,111
)
 
14.48

 
(2,847
)
 
16.83

 
(4,264
)
 
16.57

Outstanding at December 31,
14,152

 
$
3.70

 
17,816

 
$
5.55

 
20,172

 
$
7.15

Expected to vest at December 31,
14,152

 
$
3.70

 
17,766

 
$
5.56

 
20,079

 
$
7.18

Exercisable at December 31,
13,047

 
$
3.73

 
14,348

 
$
6.26

 
15,250

 
$
8.76

 
 
 
 
 
 
 
 
 
 
 
 
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
Compensation expense for the year
$
0.9

 
 
 
$
1.5

 
 
 
$
3.7

 
 
Tax benefit related to compensation expense
$
(0.3
)
 
 
 
$
(0.6
)
 
 
 
$
(1.4
)
 
 
Intrinsic value of awards exercised
$
0.4

 
 
 
$
0.4

 
 
 
$

 
 
Cash received from awards exercised
$
0.4

 
 
 
$
0.5

 
 
 
$

 
 
Grant date fair value of awards vested
$
2.1

 
 
 
$
2.6

 
 
 
$
1.6

 
 
 The following table summarizes our outstanding and exercisable awards at December 31, 2011 :
 
Outstanding
 
Exercisable
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)
Shares
 
 
Shares
 
$1.30 to $2.91
4,325

 
$
1.87

 
3,928

 
$
1.78

$2.93 to $3.70
2,949

 
3.56

 
2,865

 
3.56

$3.71 to $4.74
3,169

 
4.16

 
2,545

 
4.24

$4.91 to $5.53
837

 
4.97

 
837

 
4.97

$5.65 to $9.35
2,872

 
5.73

 
2,872

 
5.73

Total
14,152

 
$
3.70

 
13,047

 
$
3.73

As of December 31, 2011 , the aggregate intrinsic value for awards outstanding was approximately $ 4.4 million and for exercisable awards was $ 4.3 million . The weighted-average remaining contractual life for awards outstanding and exercisable are each approximately four years. As of December 31, 2011 , there was $ 0.3 million of unrecognized stock compensation expense, which is expected to be recognized over a weighted-average period of approximately one year.

102

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

The fair values at the date of grant were estimated using the Black-Scholes pricing model with the following assumptions:
 
2010
 
2009
Expected volatility
43.7
%
 
41.7
%
Risk-free interest rate
2.2
%
 
2.1
%
Expected holding period (in years)
5

 
5

Expected dividends
0.0
%
 
0.0
%
Weighted-average grant date fair value
$
1.16

 
$
1.45

The Company did not grant any stock options or stock-settled stock appreciation rights in the year ended December 31, 2011. The expected volatility assumption used in the Black-Scholes pricing model was based on historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected holding period was estimated using the historical exercise behavior of employees and adjusted for abnormal activity. Expected dividends are based on the Company’s history of not paying dividends.
Performance-Based Restricted Awards
Awards granted generally vest over three years and upon the achievement of certain performance-based objectives. Performance-based awards are expensed based on their grant date fair value if it is probable that the performance conditions will be achieved.
The following table summarizes our outstanding performance-based restricted award activity:
 
2011
 
2010
 
2009
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)
Shares
 
 
Shares
 
 
Shares
 
Non-vested at January 1,
2,641

 
$
3.25

 
4,218

 
$
3.39

 
2,307

 
$
4.20

Granted*
998

 
2.85

 
736

 
2.92

 
2,786

 
2.95

Vested
(479
)
 
2.84

 
(1,146
)
 
3.59

 
(838
)
 
4.16

Forfeited
(1,321
)
 
3.91

 
(1,167
)
 
3.20

 
(37
)
 
2.99

Non-vested at December 31,
1,839

 
$
2.90

 
2,641

 
$
3.25

 
4,218

 
$
3.39

 
 
 
 
 
 
 
 
 
 
 
 
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
Compensation expense for the year
$
2.4

 
 
 
$
0.5

 
 
 
$
3.9

 
 
Tax benefit related to compensation expense
$
(0.9
)
 
 
 
$
(0.2
)
 
 
 
$
(1.4
)
 
 
Grant date fair value of awards vested
$
1.4

 
 
 
$
4.1

 
 
 
$
3.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Assumes the maximum number of awards that can be earned if the performance conditions are achieved.
As of December 31, 2011 , unrecognized compensation expense related to performance-based awards was $ 1.3 million , which is expected to be recognized over a weighted-average period of approximately one year.










103

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Time-Based Restricted Awards

Awards granted generally vest in one-third increments over a period of three years. The following table summarizes our time-based restricted award activity:  
 
2011
 
2010
 
2009
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
 
 
 
Weighted-
Average
Exercise
Price Per
Share
(in thousands, except per share amounts)
Shares
 
 
Shares
 
 
Shares
 
Non-vested at January 1,
229

 
$
3.36

 
213

 
$
3.85

 
303

 
$
4.82

Granted
711

 
2.85

 
84

 
3.35

 
107

 
2.90

Vested
(45
)
 
4.69

 
(62
)
 
4.91

 
(171
)
 
4.82

Forfeited
(23
)
 
3.03

 
(6
)
 
4.91

 
(26
)
 
4.87

Non-vested at December 31,
872

 
$
2.89

 
229

 
$
3.36

 
213

 
$
3.85

 
 
 
 
 
 
 
 
 
 
 
 
(dollars in millions)
 
 
 
 
 
 
 
 
 
 
 
Compensation expense for the year
$
0.8

 
 
 
$
0.5

 
 
 
$
0.9

 
 
Tax benefit related to compensation expense
$
(0.3
)
 
 
 
$
(0.2
)
 
 
 
$
(0.3
)
 
 
Grant date fair value of awards vested
$
0.2

 
 
 
$
0.3

 
 
 
$
0.8

 
 

As of December 31, 2011 , there was $ 1.5 million of unrecognized compensation expense related to these shares, which is expected to be recognized over a weighted-average period of approximately two years.
Cash Settled and Other Awards
The Company granted 789,000 and 959,000 cash-settled stock appreciation rights awards in 2011 and 2010, respectively, with grant date values of $ 0.9 million and $ 1.0 million . A Black-Scholes pricing model was utilized to determine the fair value of these awards at the date of grant. For awards granted in 2011 and 2010, the weighted-average fair value per share was $ 1.18 and $ 1.13 , respectively. The final payments of these awards will be indexed to the percentage change in the Company’s stock price from the date of grant. At December 31, 2011 , there was $ 0.5 million of unrecognized compensation, which is expected to be recognized over two years. The aggregate intrinsic value of outstanding and exercisable awards at December 31, 2011 was $ 0.5 million and $ 0.1 million , respectively.
The Company also granted cash-payment performance awards in 2011, 2010 and 2009 with base awards of $ 1.0 million , $ 0.9 million , and $ 1.3 million , respectively, with the final award payment indexed to the percentage change in the Company’s stock price from the date of grant. In 2011, 2010 and 2009, we recorded expense of $ 1.8 million , $ 0.1 million , and $ 3.3 million , respectively, related to these awards.
The Company granted an award of 300,000 common shares in 2010 to the newly-hired president of Cincinnati Bell Communications, whose responsibility encompasses the Cincinnati-based operations, primarily the Wireline and Wireless segments. This award vested immediately. We recognized expense of $ 0.8 million for this award, which was recorded in the Corporate segment, for the year ended December 31, 2010.
Deferred Compensation Plans
The Company currently has deferred compensation plans for both the Board of Directors and certain executives of the Company. Under the directors deferred compensation plan, each director can defer receipt of all or a part of their director fees and annual retainers, which can be invested in various investment funds including the Company’s common stock. The Company annually grants 6,000 phantom shares to each non-employee director on the first business day of each year, which are fully vested once a director has five years of service. Distributions to the directors are generally in the form of cash. The executive deferred compensation plan allows for certain executives to defer a portion of their annual base pay, bonus, or stock awards. Under the executive deferred compensation plan, participants can elect to receive distributions in the form of either cash or common shares. At December 31, 2011 and 2010 , there were 0.7 million common shares deferred in these plans. As these awards can be settled in cash, we record compensation costs each period based on the change in the Company’s stock price. We recognized compensation expense of $ 0.3 million in 2011 , a benefit of $ 0.2 million in 2010 , and expense of $ 1.4 million in 2009 .

104

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

15.
Business Segment Information
The Company operates in four business segments: Wireline, Wireless, Data Center Colocation, and IT Services and Hardware, as described below. The Company’s segments are strategic business units that offer distinct products and services and are aligned with its internal management structure and reporting.
The Wireline segment provides local voice, data, long distance, entertainment, voice over internet protocol ("VoIP"), and other services over its owned and other wireline networks. Local voice services include local telephone service, switched access, and value-added services such as caller identification, voicemail, call waiting, and call return. Data services include high-speed internet using digital subscriber line technology and over fiber using its gigabit passive optical network. Data services also provide data transport for businesses, including local area network services, dedicated network access, and metro ethernet and dense wavelength division multiplexing ("DWDM")/optical wave data transport, which principally are used to transport large amounts of data over private networks. Long distance and VoIP services include long distance voice, audio conferencing, VoIP and other broadband services including private line and multi-protocol label switching, a technology that enables a business customer to privately interconnect voice and data services at its locations. Entertainment services are comprised of television through our Fioptics product suite, which covers about 20% of Greater Cincinnati, and DirecTV® commissioning over the Company’s entire operating area. Other services primarily include inside wire installation for business enterprises, rental revenue, public payphones and clearinghouse services. These services are primarily provided to customers in southwestern Ohio, northern Kentucky, and southeastern Indiana. In 2011, the Company sold substantially all of the assets associated with its home security monitoring business and recognized a pretax gain of $8.4 million . Wireline recognized restructuring charges of $7.7 million , $8.2 million , and $12.6 million in 2011 , 2010 , and 2009 , respectively, for employee separation, lease abandonments, and special termination benefits.
The Wireless segment provides advanced digital wireless voice and data communications services and sales of related handset equipment to customers in the Greater Cincinnati and Dayton, Ohio operating areas. In 2011, the Wireless segment recognized a goodwill impairment loss of $50.3 million and other asset impairment losses of $1.1 million . In 2010, the Wireless segment incurred restructuring charges of $1.0 million . In 2009, the Company sold 196 towers for $99.9 million of cash proceeds. Also in 2009, the Wireless segment sold almost all of its owned wireless licenses for areas outside of its Cincinnati and Dayton, Ohio operating territories. These licenses, which were primarily for the Indianapolis, Indiana region, were sold for $6.0 million , resulting in a loss on sale of the spectrum asset of $4.8 million , included in “Gain/(loss) on sale of assets” in the Consolidated Statements of Operations.
The Data Center Colocation segment provides data center colocation services to primarily large businesses. As of December 31, 2011, the Company owns or maintains 20 data centers in Texas, Ohio, Kentucky, Indiana, Michigan, Illinois, England, and Singapore. On June 11, 2010, the Company purchased CyrusOne, a data center operator based in Texas, for approximately $526 million , net of cash acquired. In 2010, a restructuring charge of $1.4 million was incurred to conform the Cincinnati-based operation’s commission incentive program to the CyrusOne program. No restructuring charges were incurred in 2011 or 2009.
The IT Services and Hardware segment provides a range of fully managed and outsourced IT and telecommunications services along with the sale, installation, and maintenance of major branded IT and telephony equipment. During 2011 and 2010, the IT Services and Hardware segment incurred employee separation charges of $1.9 million and $2.8 million , respectively, associated with the elimination of certain functions due to product consolidation and integration within the Wireline segment. No restructuring charges were incurred in 2009.
Corporate operating results include acquisition costs of $2.6 million in 2011 and $9.1 million in 2010. Corporate recognized restructuring charges of $2.6 million and $0.3 million in 2011 and 2010, respectively. No restructuring charges were recognized in 2009.

 








105

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Our business segment information is as follows:
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Revenue
 
 
 
 
 
Wireline
$
732.1

 
$
742.5

 
$
763.1

Wireless
277.6

 
289.2

 
307.0

Data Center Colocation
184.7

 
125.3

 
71.8

IT Services and Hardware
300.5

 
254.7

 
231.3

Intersegment
(32.5
)
 
(34.7
)
 
(37.2
)
Total revenue
$
1,462.4

 
$
1,377.0

 
$
1,336.0

Intersegment revenue
 
 
 
 
 
Wireline
$
23.0

 
$
24.4

 
$
25.7

Wireless
2.3

 
2.6

 
3.4

Data Center Colocation
2.1

 
1.8

 
0.9

IT Services and Hardware
5.1

 
5.9

 
7.2

Total intersegment revenue
$
32.5

 
$
34.7

 
$
37.2

Operating income
 
 
 
 
 
Wireline
$
228.5

 
$
233.5

 
$
255.6

Wireless
3.3

 
56.3

 
33.0

Data Center Colocation
46.4

 
34.2

 
17.0

IT Services and Hardware
9.8

 
4.3

 
10.7

Corporate
(28.5
)
 
(29.0
)
 
(20.8
)
Total operating income
$
259.5

 
$
299.3

 
$
295.5

Expenditures for long-lived assets
 
 
 
 
 
Wireline
$
112.6

 
$
98.7

 
$
133.5

Wireless
17.6

 
11.7

 
34.9

Data Center Colocation
118.5

 
557.4

 
23.3

IT Services and Hardware
6.8

 
8.6

 
6.4

Corporate

 

 
0.4

Total expenditures for long-lived assets
$
255.5

 
$
676.4

 
$
198.5

Depreciation and amortization
 
 
 
 
 
Wireline
$
102.4

 
$
103.9

 
$
103.9

Wireless
33.5

 
33.4

 
39.4

Data Center Colocation
54.8

 
34.6

 
15.0

IT Services and Hardware
8.4

 
7.3

 
6.2

Corporate
0.4

 
0.3

 
0.4

Total depreciation and amortization
$
199.5

 
$
179.5

 
$
164.9

 
 
 
 
 
 
   
As of December 31,
(dollars in millions)
2011
 
2010
 
2009
Assets
 
 
 
 
 
Wireline
$
713.6

 
$
694.1

 
$
704.9

Wireless
295.2

 
359.3

 
383.4

Data Center Colocation
964.0

 
857.2

 
279.6

IT Services and Hardware
36.6

 
34.7

 
23.2

Corporate and eliminations
705.3

 
708.3

 
673.2

Total assets
$
2,714.7

 
$
2,653.6

 
$
2,064.3




106

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Details of our service and product revenues including eliminations are as follows:
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Service revenue
 
 
 
 
 
Wireline
$
703.3

 
$
710.9

 
$
729.7

Wireless
250.8

 
267.1

 
281.1

Data Center Colocation
182.6

 
123.5

 
70.9

IT Services and Hardware
114.1

 
97.8

 
88.2

Total service revenue
$
1,250.8

 
$
1,199.3

 
$
1,169.9

Product revenue
 
 
 
 
 
Handsets and accessories
$
30.3

 
$
19.5

 
$
22.5

IT, telephony and other equipment
181.3

 
158.2

 
143.6

Total product revenue
$
211.6

 
$
177.7

 
$
166.1

The reconciliation of the Consolidated Statements of Cash Flows to expenditures for long-lived assets is as follows:
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Per Consolidated Statements of Cash Flows:
 
 
 
 
 
Capital expenditures
$
255.5

 
$
149.7

 
$
195.1

Acquisitions of businesses, net of cash acquired

 
526.7

 
3.4

Total expenditures for long-lived assets
$
255.5

 
$
676.4

 
$
198.5



16.     Supplemental Cash Flow Information
 
Year Ended December 31,
(dollars in millions)
2011
 
2010
 
2009
Capitalized interest expense
$
3.5

 
$
0.9

 
$
2.2

Cash paid /(received) for:
 
 
 
 
 
Interest
211.8

 
172.4

 
118.8

Income taxes, net of refunds
(1.2
)
 
3.5

 
6.0

Noncash investing and financing activities:
 
 
 
 
 
Acquisition of property by assuming debt and other financing arrangements
49.7

 
21.0

 
79.3

Acquisition of property on account
22.8

 
9.6

 
13.5


107

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

17.
Supplemental Guarantor Information
Cincinnati Bell Telephone Notes
CBT, a wholly-owned subsidiary of Cincinnati Bell Inc. (the "Parent Company"), had $ 207.5 million in notes outstanding at December 31, 2011 that are guaranteed by the Parent Company and no other subsidiaries of the Parent Company. The guarantee is full and unconditional. The Parent Company’s subsidiaries generate substantially all of its income and cash flow and generally distribute or advance the funds necessary to meet the Parent Company’s debt service obligations. As of December 31, 2011, management completed a restructuring of certain of its legal entities. Cincinnati Bell Complete Protection Inc. was merged into Cincinnati Bell Inc.
The following information sets forth the Condensed Consolidating Balance Sheets of the Company as of December 31, 2011 and 2010 and the Condensed Consolidating Statements of Operations and Cash Flows for the years ended December 31, 2011 , 2010 , and 2009 of (1) CBI, the parent company, as the guarantor, (2) CBT, as the issuer, and (3) the non-guarantor subsidiaries on a combined basis. The condensed consolidating financial statements shown below have been retroactively restated to reflect the merger of Cincinnati Bell Complete Protection Inc. into Cincinnati Bell Inc. (the Parent and guarantor) for all periods.
Condensed Consolidating Statements of Operations
 
 
 
 
 
 
 
 
   
Year Ended December 31, 2011
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Revenue
$
3.4

 
$
655.8

 
$
860.6

 
$
(57.4
)
 
$
1,462.4

Operating costs and expenses
23.6

 
435.6

 
801.1

 
(57.4
)
 
1,202.9

Operating income (loss)
(20.2
)
 
220.2

 
59.5

 

 
259.5

Interest expense, net
161.8

 
3.4

 
49.8

 

 
215.0

Other expense (income), net
(0.9
)
 
7.5

 
(5.7
)
 

 
0.9

Income (loss) before equity in earnings of subsidiaries and income taxes
(181.1
)
 
209.3

 
15.4

 

 
43.6

Income tax expense (benefit)
(56.4
)
 
76.0

 
5.4

 

 
25.0

Equity in earnings of subsidiaries, net of tax
143.3

 

 

 
(143.3
)
 

Net income
18.6

 
133.3

 
10.0

 
(143.3
)
 
18.6

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
8.2

 
$
133.3

 
$
10.0

 
$
(143.3
)
 
$
8.2

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2010
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Revenue
$
5.5

 
$
668.1

 
$
761.2

 
$
(57.8
)
 
$
1,377.0

Operating costs and expenses
34.5

 
435.0

 
666.0

 
(57.8
)
 
1,077.7

Operating income (loss)
(29.0
)
 
233.1

 
95.2

 

 
299.3

Interest expense, net
137.9

 
9.8

 
37.5

 

 
185.2

Other expense (income), net
45.2

 
7.6

 
(5.9
)
 

 
46.9

Income (loss) before equity in earnings of subsidiaries and income taxes
(212.1
)
 
215.7

 
63.6

 

 
67.2

Income tax expense (benefit)
(61.3
)
 
82.2

 
18.0

 

 
38.9

Equity in earnings of subsidiaries, net of tax
179.1

 

 

 
(179.1
)
 

Net income
28.3

 
133.5

 
45.6

 
(179.1
)
 
28.3

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
17.9

 
$
133.5

 
$
45.6

 
$
(179.1
)
 
$
17.9



108

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Statements of Operations
 
 
 
 
 
 
 
 
 
   
Year Ended December 31, 2009
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Revenue
$
4.9

 
$
688.9

 
$
699.3

 
$
(57.1
)
 
$
1,336.0

Operating costs and expenses
24.6

 
441.9

 
631.1

 
(57.1
)
 
1,040.5

Operating income (loss)
(19.7
)
 
247.0

 
68.2

 

 
295.5

Interest expense, net
100.1

 
14.4

 
16.2

 

 
130.7

Other expense (income), net
14.6

 
(0.8
)
 
(3.3
)
 

 
10.5

Income (loss) before equity in earnings of subsidiaries and income taxes
(134.4
)
 
233.4

 
55.3

 

 
154.3

Income tax expense (benefit)
(40.9
)
 
84.8

 
20.8

 

 
64.7

Equity in earnings of subsidiaries, net of tax
183.1

 

 

 
(183.1
)
 

Net income
89.6

 
148.6

 
34.5

 
(183.1
)
 
89.6

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
79.2

 
$
148.6

 
$
34.5

 
$
(183.1
)
 
$
79.2





109

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
 
   
As of December 31, 2011
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Cash and cash equivalents
$
69.6

 
$
1.4

 
$
2.7

 
$

 
$
73.7

Receivables, net
2.0

 

 
177.4

 

 
179.4

Other current assets
5.8

 
31.8

 
31.7

 
(1.4
)
 
67.9

Total current assets
77.4

 
33.2

 
211.8

 
(1.4
)
 
321.0

Property, plant and equipment, net
0.1

 
642.5

 
757.9

 

 
1,400.5

Goodwill and intangibles, net

 
2.4

 
505.1

 

 
507.5

Investments in and advances to subsidiaries
1,731.4

 
237.3

 

 
(1,968.7
)
 

Other noncurrent assets
387.9

 
7.6

 
234.0

 
(143.8
)
 
485.7

Total assets
$
2,196.8

 
$
923.0

 
$
1,708.8

 
$
(2,113.9
)
 
$
2,714.7

 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$
3.1

 
$
9.9

 
$

 
$
13.0

Accounts payable
1.0

 
53.7

 
78.7

 

 
133.4

Other current liabilities
93.2

 
55.3

 
61.5

 

 
210.0

Total current liabilities
94.2

 
112.1

 
150.1

 

 
356.4

Long-term debt, less current portion
2,182.0

 
216.3

 
122.3

 

 
2,520.6

Other noncurrent liabilities
404.3

 
122.8

 
171.0

 
(145.2
)
 
552.9

Intercompany payables
231.5

 

 
595.8

 
(827.3
)
 

Total liabilities
2,912.0

 
451.2

 
1,039.2

 
(972.5
)
 
3,429.9

Shareowners’ equity (deficit)
(715.2
)
 
471.8

 
669.6

 
(1,141.4
)
 
(715.2
)
Total liabilities and shareowners’ equity (deficit)
$
2,196.8

 
$
923.0

 
$
1,708.8

 
$
(2,113.9
)
 
$
2,714.7

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2010
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Cash and cash equivalents
$
69.8

 
$
1.8

 
$
5.7

 
$

 
$
77.3

Receivables, net
2.4

 
0.9

 
180.9

 

 
184.2

Other current assets
6.4

 
22.5

 
39.0

 
(6.5
)
 
61.4

Total current assets
78.6

 
25.2

 
225.6

 
(6.5
)
 
322.9

Property, plant and equipment, net
0.6

 
623.7

 
640.1

 

 
1,264.4

Goodwill and intangibles, net
0.7

 
2.6

 
574.4

 

 
577.7

Investments in and advances to subsidiaries
1,647.5

 
146.5

 

 
(1,794.0
)
 

Other noncurrent assets
363.3

 
9.5

 
218.2

 
(102.4
)
 
488.6

Total assets
$
2,090.7

 
$
807.5

 
$
1,658.3

 
$
(1,902.9
)
 
$
2,653.6

 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$
2.2

 
$
14.3

 
$

 
$
16.5

Accounts payable
2.2

 
45.8

 
62.2

 

 
110.2

Other current liabilities
89.1

 
52.3

 
64.6

 
(4.0
)
 
202.0

Total current liabilities
91.3

 
100.3

 
141.1

 
(4.0
)
 
328.7

Long-term debt, less current portion
2,181.4

 
214.1

 
111.6

 

 
2,507.1

Other noncurrent liabilities
344.7

 
89.1

 
156.7

 
(104.9
)
 
485.6

Intercompany payables
141.1

 

 
612.6

 
(753.7
)
 

Total liabilities
2,758.5

 
403.5

 
1,022.0

 
(862.6
)
 
3,321.4

Shareowners’ equity (deficit)
(667.8
)
 
404.0

 
636.3

 
(1,040.3
)
 
(667.8
)
Total liabilities and shareowners’ equity (deficit)
$
2,090.7

 
$
807.5

 
$
1,658.3

 
$
(1,902.9
)
 
$
2,653.6







110

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Statements of Cash Flows
   
Year Ended December 31, 2011
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(139.6
)
 
$
264.7

 
$
164.8

 
$

 
$
289.9

Capital expenditures

 
(106.3
)
 
(149.2
)
 

 
(255.5
)
Proceeds from sale of assets
11.5

 

 

 

 
11.5

Other investing activities
(0.7
)
 

 

 

 
(0.7
)
Cash flows provided by (used in) investing activities
10.8

 
(106.3
)
 
(149.2
)
 

 
(244.7
)
Funding between Parent and subsidiaries, net
150.3

 
(156.5
)
 
6.2

 

 

Increase in receivables facility, net

 

 
0.4

 

 
0.4

Repayment of debt

 
(2.3
)
 
(9.2
)
 

 
(11.5
)
Common stock repurchase
(10.4
)
 

 

 

 
(10.4
)
Other financing activities
(11.3
)
 

 
(16.0
)
 

 
(27.3
)
Cash flows provided by (used in) financing activities
128.6

 
(158.8
)
 
(18.6
)
 

 
(48.8
)
Decrease in cash and cash equivalents
(0.2
)
 
(0.4
)
 
(3.0
)
 

 
(3.6
)
Beginning cash and cash equivalents
69.8

 
1.8

 
5.7

 

 
77.3

Ending cash and cash equivalents
$
69.6

 
$
1.4

 
$
2.7

 
$

 
$
73.7

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2010
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(54.6
)
 
$
224.9

 
$
129.7

 
$

 
$
300.0

Capital expenditures

 
(88.7
)
 
(61.0
)
 

 
(149.7
)
Acquisitions of businesses

 

 
(526.7
)
 

 
(526.7
)
Other investing activities

 
0.3

 
0.6

 

 
0.9

Cash flows used in investing activities

 
(88.4
)
 
(587.1
)
 

 
(675.5
)
Funding between Parent and subsidiaries, net
(423.8
)
 
(137.0
)
 
560.8

 

 

Proceeds from issuance of long-term debt, net of financing costs
2,090.1

 
1.6

 

 

 
2,091.7

Decrease in receivables facility, net

 

 
(85.9
)
 

 
(85.9
)
Repayment of debt
(1,540.5
)
 
(1.4
)
 
(12.6
)
 

 
(1,554.5
)
Common stock repurchase
(10.0
)
 

 

 

 
(10.0
)
Other financing activities
(11.5
)
 

 

 

 
(11.5
)
Cash flows provided by (used in) financing activities
104.3

 
(136.8
)
 
462.3

 

 
429.8

Increase (decrease) in cash and cash equivalents
49.7

 
(0.3
)
 
4.9

 

 
54.3

Beginning cash and cash equivalents
20.1

 
2.1

 
0.8

 

 
23.0

Ending cash and cash equivalents
$
69.8

 
$
1.8

 
$
5.7

 
$

 
$
77.3




111

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

 
Year Ended December 31, 2009
(dollars in millions)
Parent
(Guarantor)
 
CBT
(Issuer)
 
Other
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(164.9
)
 
$
297.2

 
$
133.3

 
$

 
$
265.6

Capital expenditures
(0.6
)
 
(126.5
)
 
(68.0
)
 

 
(195.1
)
Acquisition of businesses, net of cash acquired

 
(0.5
)
 
(2.9
)
 

 
(3.4
)
Proceeds from the sale of assets

 

 
105.9

 

 
105.9

Other investing activities
0.4

 
0.5

 
(2.1
)
 

 
(1.2
)
Cash flows provided by (used in) investing activities
(0.2
)
 
(126.5
)
 
32.9

 

 
(93.8
)
Funding between Parent and subsidiaries, net
321.1

 
(152.8
)
 
(168.3
)
 

 

Proceeds from issuance of long-term debt, net of financing costs
477.5

 

 

 

 
477.5

Increase/(decrease) in receivables facility, net
(53.0
)
 

 
10.9

 

 
(42.1
)
Repayment of debt
(480.5
)
 
(17.6
)
 
(8.4
)
 

 
(506.5
)
Common stock repurchase
(73.2
)
 

 

 

 
(73.2
)
Other financing activities
(11.2
)
 

 

 

 
(11.2
)
Cash flows provided by (used in) financing activities
180.7

 
(170.4
)
 
(165.8
)
 

 
(155.5
)
   Increase in cash and cash equivalents
15.6

 
0.3

 
0.4

 

 
16.3

   Beginning cash and cash equivalents
4.5

 
1.8

 
0.4

 

 
6.7

   Ending cash and cash equivalents
$
20.1

 
$
2.1

 
$
0.8

 
$

 
$
23.0




112

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

18.
8  3 / 8 % Senior Notes due 2020, 8 3 / 4 % Senior Subordinated Notes due 2018, 8  1 / 4 % Senior Notes due 2017, and 7% Senior Notes due 2015
As of December 31, 2011, the Parent Company’s 8 3 / 8 % Senior Notes due 2020, 8  3 / 4 % Senior Subordinated Notes due 2018 , 8  1 / 4 % Senior Notes due 2017, and 7% Senior Notes due 2015 are guaranteed by the following subsidiaries: Cincinnati Bell Entertainment Inc., Cincinnati Bell Any Distance Inc., Cincinnati Bell Telecommunications Services LLC, Cincinnati Bell Wireless LLC, CBTS Software LLC, Cincinnati Bell Shared Services LLC, Cincinnati Bell Technology Solutions Inc., Cincinnati Bell Any Distance of Virginia LLC, eVolve Business Solutions LLC, GramTel Inc., Cyrus One Foreign Holdings LLC, and CyrusOne Inc. As of December 31, 2011, management completed a restructuring of certain of its legal entities. Cincinnati Bell Complete Protection Inc. was merged into Cincinnati Bell Inc.
The Parent Company owns directly or indirectly 100% of each guarantor and each guarantee is full and unconditional, and joint and several. In certain customary circumstances, a subsidiary may be released from its guarantee obligation. These circumstances are defined as follows:
upon the sale of all of the capital stock of a subsidiary,
if the Company designates the subsidiary as an unrestricted subsidiary under the terms of the indentures, or
if the subsidiary is released as a guarantor from the Company's credit facility.
The Parent Company’s subsidiaries generate substantially all of its income and cash flow and generally distribute or advance the funds necessary to meet the Parent Company’s debt service obligations. The following information sets forth the Condensed Consolidating Balance Sheets of the Company as of December 31, 2011 and 2010 and the Condensed Consolidating Statements of Operations and Cash Flows for the three years ended December 31, 2011 , 2010 , and 2009 of (1) CBI, the parent company, as the issuer, (2) the guarantor subsidiaries on a combined basis, and (3) the non-guarantor subsidiaries on a combined basis. The condensed consolidating financial statements shown below have been retroactively restated to reflect the merger of Cincinnati Bell Complete Protection Inc. into Cincinnati Bell Inc. (the Parent and issuer) for all periods.


113

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Statements of Operations
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2011
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Revenue
$
3.4

 
$
911.8

 
$
604.6

 
$
(57.4
)
 
$
1,462.4

Operating costs and expenses
23.6

 
845.9

 
390.8

 
(57.4
)
 
1,202.9

Operating income (loss)
(20.2
)
 
65.9

 
213.8

 

 
259.5

Interest expense, net
161.8

 
41.0

 
12.2

 

 
215.0

Other expense (income), net
(0.9
)
 
11.1

 
(9.3
)
 

 
0.9

Income (loss) before equity in earnings of subsidiaries and income taxes
(181.1
)
 
13.8

 
210.9

 

 
43.6

Income tax expense (benefit)
(56.4
)
 
4.9

 
76.5

 

 
25.0

Equity in earnings of subsidiaries, net of tax
143.3

 

 

 
(143.3
)
 

Net income
18.6

 
8.9

 
134.4

 
(143.3
)
 
18.6

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
8.2

 
$
8.9

 
$
134.4

 
$
(143.3
)
 
$
8.2

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2010
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Revenue
$
5.5

 
$
818.4

 
$
610.9

 
$
(57.8
)
 
$
1,377.0

Operating costs and expenses
34.5

 
719.3

 
381.7

 
(57.8
)
 
1,077.7

Operating income (loss)
(29.0
)
 
99.1

 
229.2

 

 
299.3

Interest expense, net
137.9

 
31.6

 
15.7

 

 
185.2

Other expense (income), net
45.2

 
8.7

 
(7.0
)
 

 
46.9

Income (loss) before equity in earnings of subsidiaries and income taxes
(212.1
)
 
58.8

 
220.5

 

 
67.2

Income tax expense (benefit)
(61.3
)
 
15.6

 
84.6

 

 
38.9

Equity in earnings of subsidiaries, net of tax
179.1

 

 

 
(179.1
)
 

Net income
28.3

 
43.2

 
135.9

 
(179.1
)
 
28.3

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
17.9

 
$
43.2

 
$
135.9

 
$
(179.1
)
 
$
17.9


 
Year Ended December 31, 2009
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Revenue
$
4.9

 
$
750.9

 
$
637.3

 
$
(57.1
)
 
$
1,336.0

Operating costs and expenses
24.6

 
689.1

 
383.9

 
(57.1
)
 
1,040.5

Operating income (loss)
(19.7
)
 
61.8

 
253.4

 

 
295.5

Interest expense, net
100.1

 
10.2

 
20.4

 

 
130.7

Other expense (income), net
14.6

 
3.2

 
(7.3
)
 

 
10.5

Income (loss) before equity in earnings of subsidiaries and income taxes
(134.4
)
 
48.4

 
240.3

 

 
154.3

Income tax expense (benefit)
(40.9
)
 
18.4

 
87.2

 

 
64.7

Equity in earnings of subsidiaries, net of tax
183.1

 

 

 
(183.1
)
 

Net income
89.6

 
30.0

 
153.1

 
(183.1
)
 
89.6

Preferred stock dividends
10.4

 

 

 

 
10.4

Net income applicable to common shareowners
$
79.2

 
$
30.0

 
$
153.1

 
$
(183.1
)
 
$
79.2



114

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
 
 
As of December 31, 2011
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Cash and cash equivalents
$
69.6

 
$
1.1

 
$
3.0

 
$

 
$
73.7

Receivables, net
2.0

 
1.9

 
175.5

 

 
179.4

Other current assets
5.8

 
27.6

 
35.9

 
(1.4
)
 
67.9

Total current assets
77.4

 
30.6

 
214.4

 
(1.4
)
 
321.0

Property, plant and equipment, net
0.1

 
731.4

 
669.0

 

 
1,400.5

Goodwill and intangibles, net

 
505.1

 
2.4

 

 
507.5

Investments in and advances to subsidiaries
1,731.4

 
1.2

 
202.5

 
(1,935.1
)
 

Other noncurrent assets
387.9

 
235.2

 
6.4

 
(143.8
)
 
485.7

Total assets
$
2,196.8

 
$
1,503.5

 
$
1,094.7

 
$
(2,080.3
)
 
$
2,714.7

 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt

 
9.9

 
3.1

 

 
13.0

Accounts payable
1.0

 
109.6

 
22.8

 

 
133.4

Other current liabilities
93.2

 
63.7

 
53.1

 

 
210.0

Total current liabilities
94.2

 
183.2

 
79.0

 

 
356.4

Long-term debt, less current portion
2,182.0

 
113.7

 
224.9

 

 
2,520.6

Other noncurrent liabilities
404.3

 
155.1

 
138.7

 
(145.2
)
 
552.9

Intercompany payables
231.5

 
457.4

 
123.0

 
(811.9
)
 

Total liabilities
2,912.0

 
909.4

 
565.6

 
(957.1
)
 
3,429.9

Shareowners’ equity (deficit)
(715.2
)
 
594.1

 
529.1

 
(1,123.2
)
 
(715.2
)
Total liabilities and shareowners’ equity (deficit)
$
2,196.8

 
$
1,503.5

 
$
1,094.7

 
$
(2,080.3
)
 
$
2,714.7

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2010
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Cash and cash equivalents
$
69.8

 
$
5.7

 
$
1.8

 
$

 
$
77.3

Receivables, net
2.4

 
11.2

 
170.6

 

 
184.2

Other current assets
6.4

 
34.4

 
27.1

 
(6.5
)
 
61.4

Total current assets
78.6

 
51.3

 
199.5

 
(6.5
)
 
322.9

Property, plant and equipment, net
0.6

 
640.1

 
623.7

 

 
1,264.4

Goodwill and intangibles, net
0.7

 
574.4

 
2.6

 

 
577.7

Investments in and advances to subsidiaries
1,647.5

 

 
134.7

 
(1,782.2
)
 

Other noncurrent assets
363.3

 
219.5

 
8.2

 
(102.4
)
 
488.6

Total assets
$
2,090.7

 
$
1,485.3

 
$
968.7

 
$
(1,891.1
)
 
$
2,653.6

 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$
14.3

 
$
2.2

 
$

 
$
16.5

Accounts payable
2.2

 
73.2

 
34.8

 

 
110.2

Other current liabilities
89.1

 
68.1

 
48.8

 
(4.0
)
 
202.0

Total current liabilities
91.3

 
155.6

 
85.8

 
(4.0
)
 
328.7

Long-term debt, less current portion
2,181.4

 
111.6

 
214.1

 

 
2,507.1

Other noncurrent liabilities
344.7

 
157.1

 
88.7

 
(104.9
)
 
485.6

Intercompany payables
141.1

 
476.8

 
148.1

 
(766.0
)
 

Total liabilities
2,758.5

 
901.1

 
536.7

 
(874.9
)
 
3,321.4

Shareowners’ equity (deficit)
(667.8
)
 
584.2

 
432.0

 
(1,016.2
)
 
(667.8
)
Total liabilities and shareowners’ equity (deficit)
$
2,090.7

 
$
1,485.3

 
$
968.7

 
$
(1,891.1
)
 
$
2,653.6



115

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Condensed Consolidating Statements of Cash Flows
 
Year Ended December 31, 2011
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(139.6
)
 
$
189.3

 
$
240.2

 
$

 
$
289.9

Capital expenditures

 
(149.2
)
 
(106.3
)
 

 
(255.5
)
Proceeds from sale of assets
11.5

 

 

 

 
11.5

Other investing activities
(0.7
)
 

 

 

 
(0.7
)
Cash flows provided by (used in) investing activities
10.8

 
(149.2
)
 
(106.3
)
 

 
(244.7
)
Funding between Parent and subsidiaries, net
150.3

 
(19.8
)
 
(130.5
)
 

 

Increase in receivables facility, net

 

 
0.4

 

 
0.4

Repayment of debt

 
(8.9
)
 
(2.6
)
 

 
(11.5
)
Common stock repurchase
(10.4
)
 

 

 

 
(10.4
)
Other financing activities
(11.3
)
 
(16.0
)
 

 

 
(27.3
)
Cash flows provided by (used in) financing activities
128.6

 
(44.7
)
 
(132.7
)
 

 
(48.8
)
Increase (decrease) in cash and cash equivalents
(0.2
)
 
(4.6
)
 
1.2

 

 
(3.6
)
Beginning cash and cash equivalents
69.8

 
5.7

 
1.8

 

 
77.3

Ending cash and cash equivalents
$
69.6

 
$
1.1

 
$
3.0

 
$

 
$
73.7

 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2010
(dollars in millions)
Parent
(Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(54.6
)
 
$
137.3

 
$
217.3

 
$

 
$
300.0

Capital expenditures

 
(61.0
)
 
(88.7
)
 

 
(149.7
)
Acquisitions of businesses

 
(526.7
)
 

 

 
(526.7
)
Other investing activities

 
0.6

 
0.3

 

 
0.9

Cash flows used in investing activities

 
(587.1
)
 
(88.4
)
 

 
(675.5
)
Funding between Parent and subsidiaries, net
(423.8
)
 
465.7

 
(41.9
)
 

 

Proceeds from issuance of long-term debt, net of financing costs
2,090.1

 
1.6

 

 

 
2,091.7

Decrease in receivables facility, net

 

 
(85.9
)
 

 
(85.9
)
Repayment of debt
(1,540.5
)
 
(12.6
)
 
(1.4
)
 

 
(1,554.5
)
Common stock repurchase
(10.0
)
 

 

 

 
(10.0
)
Other financing activities
(11.5
)
 

 

 

 
(11.5
)
Cash flows provided by (used in) financing activities
104.3

 
454.7

 
(129.2
)
 

 
429.8

Increase (decrease) in cash and cash equivalents
49.7

 
4.9

 
(0.3
)
 

 
54.3

Beginning cash and cash equivalents
20.1

 
0.8

 
2.1

 

 
23.0

Ending cash and cash equivalents
$
69.8

 
$
5.7

 
$
1.8

 
$

 
$
77.3



116

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

 
Year Ended December 31, 2009
(dollars in millions)
Parent (Issuer)
 
Guarantors
 
Non-guarantors
 
Eliminations
 
Total
Cash flows provided by (used in) operating activities
$
(164.9
)
 
$
184.4

 
$
246.1

 
$

 
$
265.6

Capital expenditures
(0.6
)
 
(68.0
)
 
(126.5
)
 

 
(195.1
)
Acquisitions of businesses

 
(2.9
)
 
(0.5
)
 

 
(3.4
)
Proceeds from sale of assets

 
105.9

 

 

 
105.9

Other investing activities
0.4

 
(2.1
)
 
0.5

 

 
(1.2
)
Cash flows provided by (used in) investing activities
(0.2
)
 
32.9

 
(126.5
)
 

 
(93.8
)
Funding between Parent and subsidiaries, net
321.1

 
(208.5
)
 
(112.6
)
 

 

Proceeds from issuance of long-term debt, net of financing costs
477.5

 

 

 

 
477.5

Increase/(decrease) in receivables facility, net
(53.0
)
 

 
10.9

 

 
(42.1
)
Repayment of debt
(480.5
)
 
(8.4
)
 
(17.6
)
 

 
(506.5
)
Common stock repurchase
(73.2
)
 

 

 

 
(73.2
)
Other financing activities
(11.2
)
 

 

 

 
(11.2
)
Cash flows provided by (used in) financing activities
180.7

 
(216.9
)
 
(119.3
)
 

 
(155.5
)
   Increase in cash and cash equivalents
15.6

 
0.4

 
0.3

 

 
16.3

   Beginning cash and cash equivalents
4.5

 
0.4

 
1.8

 

 
6.7

   Ending cash and cash equivalents
$
20.1

 
$
0.8

 
$
2.1

 
$

 
$
23.0



117

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

19.     Quarterly Financial Information (Unaudited)
 
2011
 
First
 
Second
 
Third
 
Fourth
 
 
(dollars in millions, except per common share amounts)
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Total
Revenue
$
360.8

 
$
367.5

 
$
368.8

 
$
365.3

 
$
1,462.4

Operating income
86.4

 
77.6

 
86.3

 
9.2

 
259.5

Net income (loss)
17.9

 
13.5

 
17.6

 
(30.4
)
 
18.6

Basic earnings (loss) per common share
$
0.08

 
$
0.06

 
$
0.08

 
$
(0.17
)
 
$
0.04

Diluted earnings (loss) per common share
$
0.08

 
$
0.05

 
$
0.07

 
$
(0.17
)
 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
2010
 
First
 
Second
 
Third
 
Fourth
 
 
(dollars in millions, except per common share amounts)
Quarter
 
Quarter
 
Quarter
 
Quarter
 
Total
Revenue
$
323.7

 
$
338.6

 
$
351.9

 
$
362.8

 
$
1,377.0

Operating income
82.4

 
69.8

 
82.6

 
64.5

 
299.3

Net income (loss)
22.8

 
9.6

 
14.5

 
(18.6
)
 
28.3

Basic earnings (loss) per common share
$
0.10

 
$
0.03

 
$
0.06

 
$
(0.11
)
 
$
0.09

Diluted earnings (loss) per common share
$
0.10

 
$
0.03

 
$
0.06

 
$
(0.11
)
 
$
0.09

The effects of assumed common share conversions are determined independently for each respective quarter and year and may not be dilutive during every period due to variations in operating results. Therefore, the sum of quarterly per share results will not necessarily equal the per share results for the full year.
During the three months ended December 31, 2011, the Company recognized a goodwill impairment loss of $50.3 million in the Wireless business segment. The impairment loss arose from declines in revenues and wireless subscribers.
In the fourth quarter of 2010, the Company extinguished the Tranche B Term Loan of $760 million , and incurred a loss on extinguishment of $36.1 million , consisting of the write-off of unamortized discount and debt issuance costs.

118

Table of Contents
Form 10-K Part II
 
Cincinnati Bell Inc.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
No reportable information under this item.
Item 9A. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures.
Cincinnati Bell Inc.’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, Cincinnati Bell Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, such controls and procedures were effective.
(b) Management's annual report on internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Changes in internal control over financial reporting.
There were no changes to Cincinnati Bell Inc.'s internal control over financial reporting during the fourth quarter of 2011 that materially affect, or are reasonably likely to materially affect, Cincinnati Bell Inc.’s internal control over financial reporting.

Item 9B. Other Information
No reportable information under this item.


119

Table of Contents
Form 10-K Part III
 
Cincinnati Bell Inc.

PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 401, Item 405, Item 406 and 407 (c)(3), (d)(4) and (d)(5) of Regulation S-K regarding directors of Cincinnati Bell Inc. can be found in the Proxy Statement for the Annual Meeting and is incorporated herein by reference.
The Company’s Code of Ethics for Senior Financial Officers that applies to its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer is filed as an exhibit to this Form 10-K and is posted on the Company’s website at http://www.cincinnatibell.com. Within the time period required by the SEC and the New York Stock Exchange ("NYSE"), the Company will post on its website any amendment to the Code of Ethics for Senior Financial Officers and any waiver of such code relating to such senior executive officers of the Company.
In addition to the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 and filed as exhibits to this Annual Report on Form 10-K, in May 2011 the Company’s Chief Executive Officer submitted to the NYSE the certification regarding compliance with the NYSE’s corporate governance listing standards required by Section 303 A.12 of the NYSE Listed Company Manual.
Executive Officers of the Registrant:
The names, ages and positions of the executive officers of the Company are as follows:
Name
 
Age
 
Title
John F. Cassidy (a)
 
57
 
President and Chief Executive Officer
Theodore H. Torbeck
 
55
 
President and General Manager, Cincinnati Bell Communications Group
Gary J. Wojtaszek (a)
 
45
 
President, CyrusOne
Kurt A. Freyberger
 
45
 
Chief Financial Officer
Christopher J. Wilson
 
46
 
Vice President, General Counsel and Secretary
Brian G. Keating
 
58
 
Vice President, Human Resources and Administration
Susan M. Kinsey
 
47
 
Vice President and Controller
 
 
 
 
 
(a) Member of the Board of Directors
 
 
Officers are elected annually but are removable at the discretion of the Board of Directors.
The business experiences of our executive officers during the past five years are as follows:
JOHN F. CASSIDY, President and Chief Executive Officer since July 2003; Director of the Company since September 2002.
THEODORE H. TORBECK, President and General Manager of Cincinnati Bell Communications Group since September 2010; Chief Executive Officer of The Freedom Group, Inc. from 2008-2010; Vice President of Operations of General Electric Industrial from 2006-2008.
GARY J. WOJTASZEK, President of CyrusOne since August 2011; Chief Financial Officer of the Company from August 2008 to July 2011; Senior Vice President, Treasurer, and Chief Accounting Officer of Laureate Education Corporation from 2006-2008; Director of the Company since July 2011.
KURT A. FREYBERGER, Chief Financial Officer of the Company since August 2011; Chief Financial Officer of Cincinnati Bell Communications Group from March 2011 to July 2011; Vice President, Investor Relations and Controller of the Company from May 2009 to February 2011; Vice President and Controller of the Company from March 2005 to May 2009.
CHRISTOPHER J. WILSON, Vice President, General Counsel and Secretary of the Company since August 2003.
BRIAN G. KEATING, Vice President, Human Resources and Administration of the Company since August 2003.


120

Table of Contents
Form 10-K Part III
 
Cincinnati Bell Inc.

SUSAN M. KINSEY, Vice President and Controller of the Company since March 2011; Associate Vice President - Accounting Services for Luxottica Retail North America from June 2009 to February 2011; Senior Vice President - Director of Financial Reporting for PNC Financial Services Group, Inc. from January 2009 to June 2009; Senior Vice President - Assistant Treasurer for National City Corporation from December 2003 to December 2008.
Items 11. Executive Compensation
The information required by this item can be found in the Proxy Statement for the 2012 Annual Meeting of Shareholders and is incorporated herein by reference.
Items 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item can be found in the Proxy Statement for the 2012 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item can be found in the Proxy Statement for the 2012 Annual Meeting of Shareholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item can be found in the Proxy Statement for the 2012 Annual Meeting of Shareholders and is incorporated herein by reference.

121

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Consolidated Financial Statements are included beginning on page 63.
Financial Statement Schedules
Financial Statement Schedule II — Valuation and Qualifying Accounts is included on page 126. All other schedules are not required under the related instructions or are not applicable.
Exhibits
Exhibits identified in parenthesis below, on file with the Securities and Exchange Commission, are incorporated herein by reference as exhibits hereto.
Exhibit
Number
 
Description
(3.1)
 
Amended and Restated Articles of Incorporation of Cincinnati Bell Inc. (Exhibit 3.1 to Current Report on Form 8-K, date of Report April 25, 2008, File No. 1-8519).
(3.2)
 
Amended and Restated Regulations of Cincinnati Bell Inc. (Exhibit 3.2 to Current Report on Form 8-K, date of Report April 25, 2008, File No. 1-8519).
(4.1)
 
Indenture dated July 1, 1993, between Cincinnati Bell Inc., as Issuer, and The Bank of New York, as Trustee, relating to Cincinnati Bell Inc.’s 7 1 / 4 % Notes Due June 15, 2023 (Exhibit 4-A to Current Report on Form 8-K, date of Report July 12, 1993, File No. 1-8519).
(4.2)
 
Indenture dated as of February 16, 2005, by and among Cincinnati Bell Inc., as Issuer, the Guarantor parties thereto, and the Bank of New York, as Trustee in connection with Cincinnati Bell Inc.’s 7% Senior Notes due 2015 (Exhibit 4.1 to Current Report on Form 8-K, filed on February 23, 2005, File No. 1-8519).
(4.3)
 
Indenture dated as of October 5, 2009, by and among Cincinnati Bell Inc., as issuer, the guarantors party thereto and The Bank of New York Mellon, as trustee, relating to Cincinnati Bell Inc.’s 8 1 / 4 % Senior Notes due 2017 (Exhibit 4.1 to Current Report on Form 8-K, date of Report September 30, 2009, File No. 1-8519).
(4.4)
 
Indenture dated as of March 15, 2010, by and among Cincinnati Bell Inc., as Issuer, the subsidiaries of Cincinnati Bell Inc. party thereto as Guarantors, and The Bank of New York Mellon, as Trustee, relating to Cincinnati Bell Inc.’s 8 3 / 4 % Senior Subordinated Notes due 2018 (Exhibit 4.1 to Current Report on Form 8-K, date of Report March 15, 2010, File No. 1-8519).
(4.5)
 
Indenture dated as of October 13, 2010, by and among Cincinnati Bell Inc., as Issuer, the subsidiaries of Cincinnati Bell Inc. party thereto as Guarantors and The Bank of New York Mellon, as Trustee, relating to Cincinnati Bell Inc.’s 8 3 / 8 % Senior Notes due 2020 (Exhibit 4.1 to Current Report on Form 8-K, date of Report October 13, 2010, File No. 1-8519).
(4.6)
 
Indenture dated as of October 27, 1993, among Cincinnati Bell Telephone Company as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4-A to Current Report on Form 8-K, filed October 27, 1993, File No. 1-8519).
(4.7)
 
First Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of October 27, 1993 by and among Cincinnati Bell Telephone Company as Issuer, Cincinnati Bell Inc. as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(ii)(2) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.8)
 
Second Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of October 27, 1993 by and among Cincinnati Bell Telephone Company LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc. as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(ii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.9)
 
Indenture dated as of November 30, 1998 among Cincinnati Bell Telephone Company, as Issuer, Cincinnati Bell Inc., as Guarantor, and The Bank of New York, as Trustee (Exhibit 4-A to Current Report on Form 8-K, filed November 30, 1998, File No. 1-8519).
(4.10)
 
First Supplemental Indenture dated as of December 31, 2004 to the Indenture dated as of November 30, 1998 among Cincinnati Bell Telephone Company as Issuer, Cincinnati Bell Inc. as Guarantor, and The Bank of New York, as Trustee (Exhibit 4(c)(iii)(2) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).

122

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

(4.11)
 
Second Supplemental Indenture dated as of January 10, 2005 to the Indenture dated as of November 30, 1998 among Cincinnati Bell Telephone Company LLC (as successor entity to Cincinnati Bell Telephone Company), as Issuer, Cincinnati Bell Inc. as Guarantor, and The Bank of New York, as Trustee (Exhibit (4)(c)(iii)(3) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.12)
 
Warrant Agreement, dated as of March 26, 2003, by and among Broadwing Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers (Exhibit (4)(c)(vii) to Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8519).
(4.13)
 
Equity Registration Rights Agreement, dated as of March 26, 2003 by and between Broadwing Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers (Exhibit (4)(c)(ix) to Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8519).
(4.14)
 
Purchase Agreement, dated as of December 9, 2002 by and among Broadwing Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Notes due 2009 (Exhibit (4)(c)(x)(1) to Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8519).
(4.15)
 
First Amendment to Purchase Agreement, dated as of March 26, 2003 by and among Broadwing Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Notes due 2009 (Exhibit (4)(c)(x)(2) to Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8519).
(4.16)
 
Second Amendment to Purchase Agreement, dated as of April 30, 2004 by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Notes due 2009 (Exhibit (4)(c)(x)(3) to Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, File No. 1-8519).
(4.17)
 
Third Amendment to Purchase Agreement, dated April 30, 2004, by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Notes due 2009 (Exhibit 4(c)(viii)(4) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.18)
 
Fourth Amendment to Purchase Agreement, dated January 31, 2005, by and among Cincinnati Bell Inc., GS Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., and any other affiliate purchasers of Senior Subordinated Notes due 2009 (Exhibit 4(c)(viii)(5) to Annual Report on Form 10-K for the year ended December 31, 2004, File No. 1-8519).
(4.19)
 
No other instrument which defines the rights of holders of long term debt of the registrant is filed herewith pursuant to Regulation S-K, Item 601(b)(4)(iii)(A). Pursuant to this regulation, the registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.
(10.1)
 
Amended and Restated Receivables Purchase Agreement dated as of June 6, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchaser Groups identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report June 10, 2011, File No. 1-8519).
(10.2)
 
First Amendment to Receivables Purchase Agreement dated as of August 1, 2011, among Cincinnati Bell Funding LLC, as Seller, Cincinnati Bell Inc., as Servicer, the Various Purchasers and Purchaser Agents identified therein, and PNC Bank, National Association, as Administrator and LC Bank (Exhibit 99.1 to Current Report on Form 8-K, date of Report August 3, 2011, File No.1-8519).
(10.3)
 
Amended and Restated Purchase and Sale Agreement dated as of June 6, 2011, among the Originators identified therein, Cincinnati Bell Funding LLC, and Cincinnati Bell Inc., as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report June 10, 2011, File No. 1-8519).
(10.4)
 
First Amendment to Purchase and Sale Agreement dated as of August 1, 2011 among the Originators identified therein, Cincinnati Bell Funding LLC and Cincinnati Bell Inc. as Servicer and sole member of Cincinnati Bell Funding LLC (Exhibit 99.2 to Current Report on Form 8-K, date of Report August 3, 2011, File No. 1-8519).
(10.5)
 
Credit Agreement dated as of June 11, 2010 among Cincinnati Bell Inc., as Borrower, the Guarantors party thereto, Bank of America, N.A., as Administrative Agent and an L/C Issuer, PNC Bank, National Association, as Swingline Lender and an L/C Issuer, and the other Lenders party thereto (Exhibit 10.1 to Current Report on Form 8-K, date of Report June 11, 2010, File No. 1-8519).
(10.6)
 
First Amendment to the Credit Agreement dated as of October 31, 2011, among Cincinnati Bell Inc., as Borrower, the Guarantors party thereto, Bank of America, N.A., as Administrative Agent and an L/C Issuer, PNC Bank, National Association, as Swingline Lender and an L/C Issuer, and the other lenders party thereto (Exhibit 99.1 to Current Report on Form 8-K, date of Report November 3, 2011, File No. 1-8519).

123

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

(10.7)
 
Equity Purchase Agreement dated as of May 12, 2010 among Cincinnati Bell Technology Solutions Inc., Cincinnati Bell Inc., Cy-One Parent LLC, Cy-One Holdings LLC, the interest holders of Cy-One Holdings LLC and Cyrus Networks LLC (Exhibit 2.1 to Current Report on Form 8-K, date of Report May 13, 2010, File No. 1-8519).
(10.8)*
 
Cincinnati Bell Inc. 2011 Short Term Incentive Plan (Appendix A to the Company's 2010 Proxy Statement on Schedule 14A filed March 21, 2011, File No. 1-8519).
(10.9)*
 
Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of January 1, 2005 (Exhibit (10)(iii)(A)(4) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.10)*
 
Amendment to Cincinnati Bell Inc. Short Term Incentive Plan effective as of January 1, 2006 (Exhibit (10)(iii)(A)(2.3) to Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-8519).
(10.11)*
 
Cincinnati Bell Inc. Pension Program, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(3) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.12)*+
 
Amendment to Cincinnati Bell Inc. Pension Program, effective December 31, 2011.
(10.13)*+
 
Restatement of the Cincinnati Bell Management Pension Plan executed January 17, 2011.
(10.14)*+
 
Restatement of the Cincinnati Bell Pension Plan executed January 25, 2011.
(10.15)*
 
Cincinnati Bell Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2005 (Exhibit (10)(iii)(A)(4) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.16)*
 
Cincinnati Bell Inc. 2007 Long Term Incentive Plan (Appendix A to the Company's 2007 Proxy Statement on Schedule 14A filed March 14, 2007, File No. 1-8519).
(10.17)*
 
Amendment to Cincinnati Bell Inc. 2007 Long Term Incentive Plan effective as of May 1, 2009 (Appendix A to the Company's 2009 Proxy Statement on Schedule 14A filed March 17, 2009, File No. 1-8519).
(10.18)*
 
Form of Award Agreement to be implemented under the 2007 Long Term Incentive Plan dated as of December 7, 2010 (Exhibit 10.1 to Current Report on Form 8-K, date of report December 7, 2010, File No. 1-8519).
(10.19)*
 
Cincinnati Bell Inc. Form of Stock Option Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(22) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.20)*
 
Cincinnati Bell Inc. Form of Performance Restricted Stock Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(23) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.21)*
 
Cincinnati Bell Inc. Form of 2008-2010 Performance Share Agreement (2007 Long Term Incentive Plan) (Exhibit (10)(iii)(A)(24) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.22)*
 
Cincinnati Bell Inc. Form of Stock Appreciation Rights Agreement (Employees) (Exhibit (10)(iii)(A)(21) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.23)*
 
Cincinnati Bell Inc. 2007 Stock Option Plan for Non-Employee Directors (Appendix B to the Company's 2007 Proxy Statement on Schedule 14A filed on March 14, 2007, File No. 1-8519).
(10.24)*
 
Executive Compensation Recoupment/Clawback Policy effective as of January 1, 2011 (Exhibit 99.1 to Current Report on Form 8-K, date of Report October 29, 2010, File No. 1-8519).
(10.25)*
 
Amended and Restated Employment Agreement effective as of January 1, 2009, between Cincinnati Bell Inc. and John F. Cassidy (Exhibit (10)(iii)(A)(9) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.26)*
 
Amendment to Amended and Restated Employment Agreement effective as of February 5, 2010 between Cincinnati Bell Inc. and John F. Cassidy (Exhibit 10.1 to Current Report on Form 8-K, date of Report February 5, 2010, File No. 1-8519).
(10.27)*
 
Amended and Restated Employment Agreement effective as of January 1, 2009 between Cincinnati Bell Inc. and Gary J. Wojtaszek (Exhibit (12)(iii)(A)(11) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
(10.28)*
 
Amendment No. 1 to Amended and Restated Employment Agreement effective as of January 27, 2011 between Cincinnati Bell Inc. and Gary J. Wojtaszek (Exhibit 10.1 to Current Report on Form 8-K, date of Report January 27, 2011, File No. 1-8519).
(10.29)*
 
Amended and Restated Employment Agreement effective as of January 1, 2009 between Cincinnati Bell Inc. and Christopher J. Wilson (Exhibit (10)(iii)(A)(10) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).

124

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

 
(10.30)*
 
Employment Agreement between Cincinnati Bell Inc. and Theodore H. Torbeck dated September 7, 2010 (Exhibit 10.1 to Current Report on Form 8-K, date of Report September 7, 2010, File No. 1-8519).
 
(10.31)*
 
Amended and Restated Employment Agreement between Cincinnati Bell Inc. and Kurt A. Freyberger dated as of August 5, 2011 (Exhibit 99.1 to Current Report on Form 8-K, date of Report August 5, 2011, File No. 1-8519).
 
(10.32)*
 
Amended and Restated Employment Agreement effective as of January 1, 2009 between Cincinnati Bell Inc. and Brian G. Keating (Exhibit (10)(iii)(A)(8) to Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8519).
 
(12.1) +
 
Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
 
(14)
 
Code of Ethics for Senior Financial Officers, as adopted pursuant to Section 406 of Regulation S-K (Exhibit (10)(iii)(A)(15) to Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-8519).
 
(21) +
 
Subsidiaries of the Registrant.
 
(23) +
 
Consent of Independent Registered Public Accounting Firm.
 
(24) +
 
Powers of Attorney.
 
(31.1) +
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
(31.2) +
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
(32.1) +
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(32.2) +
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(101.INS)**
 
XBRL Instance Document.
 
(101.SCH)**
 
XBRL Taxonomy Extension Schema Document.
 
(101.CAL)**
 
XBRL Taxonomy Calculation Linkbase Document.
 
(101.DEF)**
 
XBRL Taxonomy Extension Definition Linkbase Document.
 
(101.LAB)**
 
XBRL Taxonomy Label Linkbase Document.
 
(101.PRE)**
 
XBRL Taxonomy Presentation Linkbase Document.
 
______________
 
+ Filed herewith.
 
* Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(a)(3) of the Instruction to Form 10-K.
 
** Submitted electronically with this report.
 
       The Company’s reports on Form 10-K, 10-Q, 8-K, proxy and other information are available free of charge at the following website: http://www.cincinnatibell.com . Upon request, the Company will furnish a copy of the Proxy Statement to its security holders without charge, portions of which are incorporated herein by reference. The Company will furnish any other exhibit at cost.

 

125

 
 
Schedule II
 
Cincinnati Bell Inc.


VALUATION AND QUALIFYING ACCOUNTS
(dollars in millions)
 
Beginning of Period
 
Charge (Benefit) to Expenses
 
To (from) Other Accounts
 
Deductions
 
End of Period
Allowance for Doubtful Accounts
 
 
 
 
 
 
 
 
 
 
Year 2011
 
$
14.0

 
$
13.9

 
$

 
$
16.3

 
$
11.6

Year 2010
 
$
17.2

 
$
15.2

 
$

 
$
18.4

 
$
14.0

Year 2009
 
$
18.0

 
$
22.3

 
$

 
$
23.1

 
$
17.2

 
 
 
 
 
 
 
 
 
 
 
Deferred Tax Valuation Allowance
 
 
 
 
 
 
 
 
 
 
Year 2011
 
$
60.0

 
$
(2.9
)
 
$
1.3

 
$

 
$
58.4

Year 2010
 
$
67.2

 
$
(7.8
)
 
$
0.6

 
$

 
$
60.0

Year 2009
 
$
72.9

 
$
(5.7
)
 
$

 
$

 
$
67.2




126

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
Date:
February 28, 2012
 
/s/ Kurt A. Freyberger
 
 
 
 
Kurt A. Freyberger
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
Date:
February 28, 2012
 
/s/ Susan M. Kinsey
 
 
 
 
Susan M. Kinsey
 
 
 
 
Chief Accounting Officer
 

























127

Table of Contents
Form 10-K Part IV
 
Cincinnati Bell Inc.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature
 
Title
 
Date
 
 
 
 
 
 
 
/s/ John F. Cassidy
 
President, Chief Executive Officer,
and Director
 
February 28, 2012
 
John F. Cassidy

 
 
 
 
 
 
 
 
 
 
Philip R. Cox*
 
Chairman of the Board and Director
 
February 28, 2012
 
Philip R. Cox
 
 
 
 
 
 
 
 
 
 
 
Bruce L. Byrnes*
 
Director
 
February 28, 2012
 
Bruce L. Byrnes
 
 
 
 
 
 
 
 
 
 
 
Jakki L. Haussler*
 
Director
 
February 28, 2012
 
Jakki L. Haussler
 
 
 
 
 
 
 
 
 
 
 
Craig F. Maier*
 
Director
 
February 28, 2012
 
Craig F. Maier
 
 
 
 
 
 
 
 
 
 
 
Alan R. Schriber*
 
Director
 
February 28, 2012
 
Alan R. Schriber
 
 
 
 
 
 
 
 
 
 
 
Alex Shumate*
 
Director
 
February 28, 2012
 
Alex Shumate
 
 
 
 
 
 
 
 
 
 
 
Lynn A. Wentworth*
 
Director
 
February 28, 2012
 
Lynn A. Wentworth
 
 
 
 
 
 
 
 
 
 
 
Gary J. Wojtaszek*
 
Director
 
February 28, 2012
 
Gary J. Wojaszek
 
 
 
 
 
 
 
 
 
 
 
John M. Zrno*
 
Director
 
February 28, 2012
 
John M. Zrno
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*By: /s/ John F. Cassidy
 
 
 
 
 
John F. Cassidy
 
 
 
 
 
as attorney-in-fact and on his behalf
 
 
 
as Principal Executive Officer, President and Chief Executive Officer, and Director
 
 
 
 
 
 
 


128

Exhibit 10.12

AMENDMENT TO
CINCINNATI BELL INC. PENSION PROGRAM
The Cincinnati Bell Inc. Pension Program (the “Plan”) is hereby amended, effective as of December 31, 2011 and in order to provide that any amendments made to the Cincinnati Bell Management Pension Plan that both reduce benefits (or the rate of benefit accruals) under such plan and become effective on or after December 31, 2011 will be disregarded when determining the benefits provided under the Plan to any Plan participant, by revising Plan subsection 2.14 in its entirety to read as follows.
2.14    “Pension Plan” means the Cincinnati Bell Management Pension Plan, as such plan exists as of the Effective Amendment Date and as it may thereafter be amended, including both the part of such plan that is intended to qualify as a tax-favored plan under Section 401(a) of the Code and the part of such plan that is not intended to qualify as a tax-favored plan under Section 401(a) of the Code and instead is subject to the requirements of Section 409A of the Code, but disregarding any amendment made to any part of such plan that both reduces any benefits (or the rate of benefit accruals) under such plan and becomes effective on or after December 31, 2011. The Pension Plan is a defined benefit pension plan that is sponsored by CBI.
IN ORDER TO EFFECT THE FOREGOING PLAN CHANGE, the Plan's sponsor, Cincinnati Bell Inc., has caused its name to be subscribed to this Plan amendment.
 
 
 
 
CINCINNATI BELL INC.
 
By:
Christopher J. Wilson
 
Title:
Vice President, General Counsel and Secretary
 
Date:
December 20, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Exhibit 10.13

























CINCINNATI BELL MANAGEMENT PENSION PLAN

(As amended and restated effective as of January 1, 2002)



Exhibit 10.13

CINCINNATI BELL MANAGEMENT PENSION PLAN

TABLE OF CONTENTS

 
 
 
                                                                  Page
ARTICLE 1 - NAME, PURPOSE, AND EFFECTIVE DATE
1
 
1.1
Name of Plan
1
 
1.2
Purpose of Plan
1
 
1.3
Effective Date
1
 
 
 
 
 
ARTICLE 2 - GENERAL DEFINITIONS AND GENDER AND NUMBER
2
 
2.1
General Definitions
2
 
2.2
Gender and Number
11
 
 
 
 
 
ARTICLE 3 - SERVICE
12
 
3.1
Hour of Service
12
 
3.2
Break in Service
14
 
3.3
Employment and Reemployment Commencement Dates
14
 
3.4
Eligibility Service
14
 
3.5
Eligibility Computation Period
14
 
3.6
Vesting Service
14
 
3.7
Mandatory Portability Agreement
15
 
3.8
Service With Predecessor Entities
15
 
 
 
 
 
ARTICLE 4 - ELIGIBILITY AND PARTICIPATION
17
 
4.1
Eligibility
17
 
4.2
Participation
17
 
4.3
Reemployment of Former Participants
17
 
 
 
 
 
ARTICLE 5 - CASH BALANCE ACCOUNT
18
 
5.1
Cash Balance Accounts for Participants
18
 
5.2
Initial Cash Balance Amount Credited to Cash Balance Account
18
 
5.3
Pension Credit Amounts Credited to Cash Balance Account
20
 
5.4
Interest Credit Amounts Credited to Cash Balance Account
21
 
5.5
Special Cash Balance Account Credit for Broadwing Communications
 
 
 
Employees
22
 
5.6
Covered Compensation
23
 
 
 
 
 
ARTICLE 6 - RETIREMENT BENEFITS AND VESTED PERCENTAGE
25
 
6.1
Normal Retirement
25
 
6.2
Late Retirement
25
 
6.3
Vested Retirement
25
 
6.4
Vested Percentage
25
 
6.5
Other Cessation of Employment
26
 
 
 
 
 
ARTICLE 7 - PAYMENT OF RETIREMENT BENEFITS
27
 
7.1
Commencement Date of Retirement Benefit
27

i

Exhibit 10.13

 
7.2
Normal Form of Benefit
29
 
7.3
Optional Forms of Benefit
31
 
7.4
Claim for Benefit
32
 
7.5
Automatic Single Sum Payment
33
 
7.6
Reemployment of Participant Prior to Required Beginning Date
34
 
7.7
Employment After Age 65
36
 
7.8
Requirements of Code Section 401(a)(9) and Additional Accruals After
 
 
 
Required Beginning Date
37
 
 
 
 
ARTICLE 8 - DEATH BENEFITS
39
 
8.1
Unmarried Participants
39
 
8.2
Married Participants
39
 
8.3
Waiver of Death Benefit
41
 
 
 
 
ARTICLE 9 - SPECIAL MINIMUM, EARLY RETIREMENT WINDOW, AND
 
 
 
TRANSITION BENEFITS
43
 
9.1
Minimum Benefit
43
 
9.2
Transition Retirement Benefits
43
 
9.3
Transition Death Benefits
46
 
 
 
 
ARTICLE 10 - MAXIMUM RETIREMENT BENEFIT LIMITATIONS
47
 
10.1
Maximum Plan Benefit
47
 
10.2
Restrictions on Benefits Payable to Certain Highly Compensated Participants
53
 
10.3
Compensation
55
 
10.4
Former Highly Compensated Employee
57
 
10.5
Highly Compensated Employee
58
 
 
 
 
ARTICLE 11 - ADDITIONAL RETIREMENT AND DEATH BENEFIT PAYMENT
 
 
 
PROVISIONS
59
 
11.1
Incompetency
59
 
11.2
Commercial Annuity Contracts
59
 
11.3
Timing of Benefit Distributions
59
 
11.4
Nonalienation of Benefits
60
 
11.5
Actuarial Assumptions
60
 
11.6
Applicable Benefit Provisions
62
 
11.7
Forfeitures
63
 
11.8
Direct Rollover Distributions
63
 
 
 
 
ARTICLE 12 - CONTRIBUTIONS
66
 
12.1
Contributions
66
 
12.2
Mistake of Fact
66
 
12.3
Disallowance of Deductions
66
 
 
 
 
ARTICLE 13 - ADMINISTRATION OF THE PLAN
68
 
13.1
Plan Administration
68
 
13.2
Committee Procedures
68

ii

Exhibit 10.13

 
13.3
Authority of Committee
68
 
13.4
Reliance on Information and Effect of Decisions
70
 
13.5
Appointment of Actuary
70
 
13.6
Funding Policy and Method
70
 
13.7
Participant Information Forms
70
 
13.8
Disbursement of Funds
70
 
13.9
Insurance
70
 
13.10
Compensation of Committee and Payment of Plan Administrative and
 
 
 
Investment Charges
71
 
13.11
Indemnification
71
 
13.12
Employees' Benefit Claim Review Committee
71
 
 
 
 
ARTICLE 14 - CLAIM AND APPEAL PROCEDURES
72
 
14.1
Initial Claim
72
 
14.2
Actions in Event Initial Claim is Denied
72
 
14.3
Appeal of Denial of Initial Claim
72
 
14.4
Decision on Appeal
73
 
14.5
Additional Rules
73
 
 
 
 
ARTICLE 15 - CERTAIN RIGHTS AND OBLIGATIONS OF COMPANY RELATING
 
 
 
TO AMENDMENTS, PLAN TERMINATIONS, AND CONTRIBUTIONS
74
 
15.1
Authority to Amend Plan
74
 
15.2
Amendment to Vesting Schedule
74
 
15.3
Authority to Terminate Plan
75
 
15.4
Modification or Termination of Contributions
75
 
15.5
Benefits Not Guaranteed
75
 
15.6
Procedure for Amending or Terminating Plan
75
 
15.7
Preservation of Pre-January 1, 2002 Protected Benefits
76
 
 
 
 
ARTICLE 16 - TERMINATION OF PLAN
77
 
16.1
Vesting on Plan Termination
77
 
16.2
Special Rules as to Interest Rate and Mortality Table on Complete Plan
 
 
 
Termination
77
 
16.3
Distribution Method on Termination
78
 
16.4
Allocation of Assets on Termination
78
 
 
 
 
ARTICLE 17 - TOP HEAVY PROVISIONS
81
 
17.1
Determination of Whether Plan is Top Heavy
81
 
17.2
Effect of Top Heavy Status on Vesting
84
 
17.3
Effect of Top Heavy Status on Benefit Amounts
84
 
 
 
 
ARTICLE 18 - MISCELLANEOUS
86
 
18.1
Exclusive Benefit of Participants
86
 
18.2
Mergers, Consolidations, and Transfers of Assets
86
 
18.3
Benefits and Service for Military Service
87
 
18.4
Actions Required by Mandatory Portability Agreement
88

iii

Exhibit 10.13

 
18.5
Authority to Act for Company
88
 
18.6
Relationship of Plan to Employment Rights
88
 
18.7
Applicable Law
88
 
18.8
Separability of Provisions
89
 
18.9
Counterparts
89
 
18.10
Headings
89
 
18.11
Special Definitions and Tables
89
 
18.12
Plan Administrator and Sponsor
89
 
18.13
Accumulated Benefit Used to Satisfy Applicable Age Discrimination Rules
89
 
 
 
 
ARTICLE 19 - 2004 EARLY RETIREMENT OFFER
90
 
19.1
Overview
90
 
19.2
Special Definitions
90
 
19.3
Eligible Participants
91
 
19.4
Offer
91
 
19.5
Special Extra Retirement Benefit
92
 
19.6
Special Early Retirement Discount Factors for Regular Retirement Benefit
94
 
 
 
 
ARTICLE 20 - 2008 SPECIAL EARLY RETIREMENT BENEFITS
95
 
20.1
Overview
95
 
20.2
Special Definitions
95
 
20.3
Eligible Participants
96
 
20.4
Offer
96
 
20.5
Special Extra Retirement Benefit
97
 
20.6
Special Early Retirement Discount Factors for Regular Retirement Benefit
99
 
 
 
 
ARTICLE 21 - PPA FUNDING-BASED LIMITS ON BENEFITS AND BENEFIT
 
 
 
ACCRUALS
100
 
21.1
Limitation on Plan Amendments Increasing Liability for Benefits
100
 
21.2
Limitations on Accelerated Benefit Payments
100
 
21.3
Limitation on Benefit Accruals
105
 
21.4
Rules for Applying Limitations for Periods Prior To and After Certification
105
 
21.5
Presumed Underfunding for Benefit Limit Purposes and Certification
 
 
 
of Adjusted Funding Target Attainment Percentage
107
 
21.6
Adjusted Funding Target Attainment Percentage
109
 
21.7
Regulations
109
 
 
 
 
ARTICLE 22 - NON-QUALIFIED EXCESS PLAN
110
 
22.1
Purpose of Excess Plan
110
 
22.2
Definitions
110
 
22.3
Benefits
110
 
22.4
Funding Method
112
 
22.5
Administration of and Claims Procedures under Excess Plan
113
 
22.6
Amendment and Termination of Excess Plan
113
 
22.7
Miscellaneous
114
 
 
 
 

iv

Exhibit 10.13

 
 
 
 
 
 
 
 
SIGNATURE PAGE
116
 
 
 
 
Table 1 - Single Sum Payment Factors
117
Table 2 - Early Commencement Reduction Factors
118















































v

Exhibit 10.13


CINCINNATI BELL MANAGEMENT PENSION PLAN
(As amended and restated effective as of January 1, 2002)


ARTICLE 1

NAME, PURPOSE, AND EFFECTIVE DATE

1.1      Name of Plan . The plan set forth herein shall be known as the “Cincinnati Bell Management Pension Plan.” It shall hereinafter be referred to in this document as the “Plan.” Prior to May 27, 2003, the Plan was named the “Broadwing Pension Plan.”

1.2      Purpose of Plan . The purpose of the Plan is to provide additional retirement income to persons who participate in the Plan. Except as is otherwise provided in Article 22 below, it is intended that the Plan (together with the Trust used in conjunction with the Plan) qualify as a tax-favored plan and trust under sections 401(a) and 501(a) of the Code and shall be interpreted in a manner consistent with sections 401(a) and 501(a) of the Code.

1.3      Effective Date .

1.3.1      This document amends and restates the Plan effective as of the Effective Amendment Date (except as is otherwise provided herein) in order (a) to conform the Plan to the dictates of the Economic Growth and Tax Relief Reconciliation Act of 2001, Internal Revenue Service Revenue Ruling 2001-62, the Pension Funding Equity Act of 2004, the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief Tax Act of 2008, the Worker, Retiree, and Employer Recovery Act of 2008, and certain additional Treasury regulations and other guidance, (b) to collect all recent amendments to the Plan into one document, and (c) to make certain other changes in the Plan.

1.3.2      This document replaces and supersedes all other documents both which amended the Plan effective as of any dates on or after the Effective Amendment Date and which were adopted prior to the date on which this document is signed.

1.3.3      Wherever the context permits, any reference to the Plan includes a reference to the provisions of the Plan as it was in effect for periods prior to the Effective Amendment Date.

1

Exhibit 10.13


ARTICLE 2

GENERAL DEFINITIONS AND GENDER AND NUMBER

2.1      General Definitions . For purposes of the Plan, the following terms shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context.

2.1.1      “Accrued Benefit” means, when applied to any Participant and his interest as of any specified date under this Plan, under the Prior Pension Plan, or under a plan which merges into this Plan or has its assets and liabilities attributable to the Participant transferred to this Plan (for purposes of this Subsection 2.1.1, a “merged plan”), the monthly amount of the benefit to which the Participant would be entitled under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be: (i) if the Participant permanently ceased to be an Employee as of the specified date (if he has not already done so); (ii) if the Participant was fully vested in ( i.e. , had a nonforfeitable right to) his benefit under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be, as of the specified date (even if he is not yet fully vested in such benefit); and (iii) if the Participant's benefit under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be, is paid in the form of a Single Life Annuity commencing as of the Participant's Normal Retirement Date (or, if the specified date is later than the Participant's Normal Retirement Date, commencing as of the specified date).
(a)      For purposes of the Plan, when a Participant's “Accrued Benefit” as of any specified date is to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account, then the Participant's “Accrued Benefit” as of the specified date is determined:
(i)      first, by determining the amount that as of the specified date is credited to the Participant's Cash Balance Account;
(ii)      second, in the event (and only in the event) the specified date occurs before the Participant's Normal Retirement Date, by projecting the amount determined under subparagraph (i) immediately above from the specified date to the Participant's Normal Retirement Date at an interest rate of 4% per annum (which is the interest rate used under the Plan to determine interest rate credits to the Participant's Cash Balance Account after the Participant has ceased to be an Employee, assuming that the Participant does not elect to reduce that rate in return for a pre-retirement death benefit that otherwise could be provided under the Plan); and
(iii)      third and last, by dividing the amount determined under subparagraph (i) above, as projected to the Participant's Normal Retirement Date under the provisions of subparagraph (ii) immediately above in the event the specified date occurs before the Participant's Normal Retirement Date, by both (A) 9.7 (which is the annuity conversion rate used by the Plan pursuant to Table 1 to this Plan to convert, at a Participant's Normal Retirement Date or a later date, the Participant's Cash Balance Account balance to an actuarially equivalent Single Life Annuity annual amount) and (B) twelve (which is the divisor needed to convert a Single Life Annuity annual amount into a monthly amount). The calculations called for under this subparagraph (iii) convert the amount determined under subparagraph (i) above, as projected to the Participant's Normal Retirement Date under the provisions of subparagraph (ii) immediately above in the event the specified date occurs before the Participant's Normal

2

Exhibit 10.13

Retirement Date, into an actuarially equivalent Single Life Annuity monthly amount.
(b)      Further, when (and only when) both a Participant's “Accrued Benefit” as of any specified date is to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account and the Participant's Normal Retirement Date is the first day after the Participant's 65th birthday, then the Participant's “Accrued Benefit” as of the specified date can also, for convenience and simplicity and in lieu of the method of determining such “Accrued Benefit” under the provisions of paragraph (a) immediately above, be determined by dividing (i) one-twelfth of the amount that as of the specified date is credited to the Participant's Cash Balance Account by (ii) the factor identified in Table 1 to this Plan as applicable to a payment age that is the Participant's attained age (in whole years and months) as of the specified date. The determination of a Participant's “Accrued Benefit” as of any specified date under the method described in the immediately preceding sentence produces the same result for such Accrued Benefit as is produced by the method described in paragraph (a) immediately above as long as the Participant's Normal Retirement Date is the first day after the Participant's 65th birthday.
(c)      For purposes of the Plan, when a Participant's “Accrued Benefit” as of any specified date is not to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account but instead is based on a non-cash balance formula under the Prior Pension Plan (including any modifications to such formula that are provided under this Plan) or under a merged plan's benefit formula, then the Participant's “Accrued Benefit” as of the specified date is determined pursuant to the terms of the Prior Pension Plan that provide for such non-cash balance formula (as such benefit formula terms may be modified under this Plan) or pursuant to the terms of the merged plan that provide for its benefit formula, as appropriate.
2.1.2      “Accumulated Benefit” means, when applied to any Participant and his or her interest under this Plan as of any specified date that occurs on or after January 1, 2008: (i) to the extent that his Cash Balance Account is used in any manner to determine such interest, the amount that as of such specified date is credited to the Participant's Cash Balance Account; or (ii) to the extent that such interest is not subject to clause (i) of this sentence, the Participant's Accrued Benefit that applies as of such specified date to such interest. A Participant's Accumulated Benefit as of any specified date that occurs on or after January 1, 2008, as such benefit is expressed under the terms of the immediately preceding sentence, refers to the Participant's benefit under the Plan that has accrued to that specified date and that is used to determine that the Plan satisfies the requirements of section 411(b)(1)(H)(i) and (b)(5) of the Code and section 204(b)(1)(H)(i) and (b)(5) of ERISA (as such sections are amended by the Pension Protection Act of 2006).
2.1.3      “Affiliated Employer” means each of: the Company; each corporation which is (and only during the period it is) a member of a controlled group of corporations (within the meaning of section 414(b) of the Code as modified when applicable by section 415(h) of the Code) which includes the Company; each trade or business (whether or not incorporated) which is (and only during the period it is) under common control (as defined in section 414(c) of the Code as modified when applicable by section 415(h) of the Code) with the Company; each member (and only during the period it is such a member) of an affiliated service group (within the meaning of section 414(m) of the Code) which includes the Company; and each other entity required to be aggregated with the Company under section 414(o) of the Code (and only during the period it is required to be so aggregated).

3

Exhibit 10.13

2.1.4      “Board” means the Board of Directors of the Company.

2.1.5      “Cash Balance Account” means, with respect to any Participant, the bookkeeping account established with respect to the Participant under Article 5 below.

2.1.6      “Code” means the Internal Revenue Code of 1986 and the sections thereof, as it and they exist as of the Effective Amendment Date or may thereafter be amended or renumbered.

2.1.7      “Committee” means the Employees' Benefit Committee which is appointed by the Company to administer the Plan (and to perform certain other duties with respect to the Plan) in accordance with the provisions of Article 13 below and the other provisions of the Plan.

2.1.8      “Company” means Cincinnati Bell Inc. (which corporation was named Broadwing Inc. from April 20, 2000 to May 27, 2003), or any corporate successor thereto. The Company is the sponsor of the Plan.

2.1.9      “Covered Employee” generally refers to an individual who is eligible to be a Participant in the Plan if and after he meets all of the participation requirements set forth in Article 4 below (including certain minimum age and minimum service requirements set forth in Article 4 below). In addition, service while a “Covered Employee” is often required in order to accrue certain benefit amounts under the Plan. For these and all other purposes of the Plan, a “Covered Employee” means an individual who meets the criteria set forth in the following paragraphs of this Subsection 2.1.9.

(a)      Subject to the other provisions of this Subsection 2.1.9, a person shall be considered a “Covered Employee” for any period during which he is or was an Employee of a Participating Company.

(b)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is or was an ineligible bargained-for or hourly employee. For purposes of the Plan, a person is or was considered an “ineligible bargained-for or hourly employee” for any period if, and only if, he is or was during such period either: (i) an Employee of a Participating Company who in such period is or was a collectively bargained employee (within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)), unless his participation in the Plan is or was required for such period under a collective bargaining agreement entered into between the Participating Company and the representatives of the applicable collective bargaining unit; or (ii) an Employee of a Participating Company who in such period is or was not a collectively bargained employee (within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)) but whose position is or was an hourly paid position either that in such period is or was or at any prior time had been subject to automatic wage progression or that at any prior time had been a position the holder of which would be eligible to participate in the Cincinnati Bell Pension Plan (another defined benefit pension plan sponsored by the Company) upon the meeting of any applicable minimum age and/or service requirements of such plan.

(i)      Notwithstanding the foregoing provisions of this paragraph (b), a person shall not for purposes of the Plan be considered an “ineligible bargained-for or hourly employee” for any period that begins after January 31, 2008 and during which he

4

Exhibit 10.13

is described in clause (2) of the second sentence of the foregoing provisions of this paragraph (b) ( i.e. , an Employee of a Participating Company who is not a collectively bargained employee but whose position is an hourly paid position either that is or at any prior time had been subject to automatic wage progression or that at any prior time had been a position the holder of which would be eligible to participate in the Cincinnati Bell Pension Plan upon the meeting of any applicable minimum age and/or service requirements of such plan) in the event he was not considered an ineligible bargained-for or hourly employee under the provisions of this paragraph (b) that precede this subparagraph (i) on the date that immediately precedes the first day of such period.

(ii)      In addition and notwithstanding the foregoing provisions of this paragraph (b), a person shall for purposes of the Plan still be considered an “ineligible bargained-for or hourly employee” for any period during which he is or was temporarily promoted from an ineligible bargained-for or hourly employee position to another position for one year or less.

(c)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is not or was not on the employee payroll of a Participating Company or during which he is or was a Leased Employee. In particular, it is expressly intended that any person not treated as an employee by a Participating Company on its employee payroll records shall not be considered a Covered Employee for purposes of this Plan even if a court or administrative agency determines that such individual is a common law employee of a Participating Company.

(d)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is or was classified by a Participating Company as a contingency employee or a job bank employee. However, it is also provided that: (i) if such a contingency employee became a Covered Employee on or after January 1, 1989 and prior to the Effective Amendment Date, his prior service as a contingency employee shall be deemed to have been service as a Covered Employee; and (ii) if such a job bank employee became a Covered Employee on or after January 1, 1991 and prior to the Effective Amendment Date, his prior service as a job bank employee shall be deemed to have been service as a Covered Employee.

(e)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is or was a co-op or intern first hired by an Affiliated Employer after April 30, 1994; provided that if an Employee who is or was a co-op or intern later, but in any event prior to the Effective Amendment Date, became a Covered Employee, his prior service as a co-op or intern Employee shall be deemed to have been service as a Covered Employee.

(f)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” (i) when he is or was employed on or after March 1, 1996 at a location which is not within one of the States of the United States (other than as an Employee who is a foreign service employee) or (ii) when he on or after October 1, 1996 is or was a rotational employee. For purposes of this paragraph (f), a “foreign service employee” means an Employee who is a citizen of the United States and who has been classified by the Participating Company which employs him as a foreign service employee and a “rotational employee” means an Employee who is a nonresident alien of the United States and who is employed by a Participating Company within one of the States of the United States for a period

5

Exhibit 10.13

not expected to exceed three years.

(g)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee”: (i) for any period prior to April 1, 1987 during which he was on the Participating Company payroll known as the Cellular Business Systems - Chicago Payroll; (ii) for any period prior to January 1, 1988 during which he was classified as an employee of the CMS Department of Cincinnati Bell Information Systems Inc., or (iii) for any period prior to July 1, 1988 during which he was classified as an employee of the Comptech Department of the CBS Division of Cincinnati Bell Information Systems Inc.

(h)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period prior to January 1, 1988 during which he was classified as an employee of Auxton Computer Enterprises, Inc.; provided however, that, in the case of an Employee who performs or performed an Hour of Service for an Affiliated Employer on or after November 1, 1991, his prior service with Auxton Computer Enterprises, Inc. shall be deemed to have been service as a Covered Employee.

(i)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period after December 31, 1991 and prior to December 31, 1993 during which either (i) he was classified as an employee of a CBIS Company (unless either he was during such period employed as a salaried employee and first performed an Hour of Service for a CBIS Company or CBIS Federal Inc. prior to January 1, 1992 or he was in a class of Employees eligible to participate in the Plan on the day preceding the date on which he first performed an Hour of Service for a CBIS Company) or (ii) he was classified as an employee of CBIS Federal Inc. but not a transferred employee. It is provided, however, that if a person is not considered a Covered Employee during any period after December 31, 1991 and prior to December 31, 1993 solely by reason of the provisions of the immediately preceding sentence but he later becomes or became a Covered Employee, his service when he would have been considered a Covered Employee but for the provisions of the immediately preceding sentence shall be considered to be service as a Covered Employee. For purposes of this paragraph (i), a “CBIS Company” shall mean any of Cincinnati Bell Information Systems Inc., CBIS International Inc., and CBIS International Services Inc. Also for purposes of this paragraph (i), a “transferred employee” means an Employee who was transferred to CBIS Federal Inc. from the employee payroll of another Participating Company after December 31, 1990 and prior to November 1, 1994 and who was in a class of Employees eligible to participate in the Plan immediately prior to transferring to CBIS Federal Inc.

(j)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period that occurs on or after January 1, 1994 and prior to January 1, 1998 and during which he was considered a substantial service employee (within the meaning of Treasury Regulations section 1.414(r)-11(b)(2)) with respect to MATRIXX Marketing Inc. or any direct or indirect subsidiary of MATRIXX Marketing Inc.

(k)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period that occurs on or after January 1, 2007 and during which he is a participant, eligible for participation, or in the process of qualifying for participation in any other defined benefit plan (within the meaning of section 414(j) of the Code) which qualifies under section 401(a) of the Code and the cost of which is borne, in whole or in part, by any Participating Company. However, a person who otherwise

6

Exhibit 10.13

qualifies as an “Covered Employee” under the other provisions of this Subsection 2.1.9 shall not be considered other than as a “Covered Employee” merely because of his participation in another defined benefit pension plan if such participation relates solely to employment which preceded the date on which he would otherwise become a Participant under the Plan and the person's benefits under such other plan relate solely to such past service.

(l)      Notwithstanding the provisions of paragraph (a) above, if a person becomes an Employee on any date after December 31, 2008 (whether as a new hire or a rehire) after not having been an Employee on the immediately preceding date, then he shall not in any event be considered a “Covered Employee” at any time on or after such post-December 31, 2008 date on which he so becomes an Employee, even if he would be deemed to have become a Covered Employee during such time were the provisions of this paragraph (l) ignored.
            
2.1.10      “Effective Amendment Date” refers to the effective date of the amendment and restatement of the Plan that is reflected in this document and means January 1, 2002.

2.1.11      “Employee” means any person who either (a) is employed as a common law employee of an Affiliated Employer (in general terms, a person whose work procedures are subject to control by an Affiliated Employer), including any such person who is absent from active service with an Affiliated Employer by reason of an absence from service that is approved by the Affiliated Employer that employs such person, or (b) is a Leased Employee. A person who is an Employee shall no longer be considered an Employee when he both: (a) is no longer providing services to any Affiliated Employer; and (b) is not then on a temporary leave of absence approved by an Affiliated Employer (or, for any period prior to January 1, 2010, is no longer treated as an Employee by an Affiliated Employer) or in a position where applicable law requires him to be treated as an employee of an Affiliated Employer.

2.1.12      “ERISA” means the Employee Retirement Income Security Act of 1974 and the sections thereof, as it and they exist as of the Effective Amendment Date or may thereafter be amended or renumbered.

2.1.13      “Leased Employee” means any person who is a leased employee (within the meaning of section 414(n) of the Code) of an Affiliated Employer. Under the provisions of Code section 414(n) as in effect on the Effective Amendment Date but subject to any subsequent changes to such Code section, a leased employee is an individual who provides services to an Affiliated Employer, in a capacity other than as a common law employee of the Affiliated Employer, in accordance with each of the following three requirements: (a) the services are provided pursuant to an agreement between the Affiliated Employer and one or more leasing organizations; (b) the individual has performed such services for the Affiliated Employer on a substantially full-time basis for a period of at least one year; and (c) such services are performed under the primary direction or control by the Affiliated Employer. The determination of who is a Leased Employee shall be consistent with any regulations issued under section 414(n) of the Code (except to the extent such regulations fail to reflect changes made in Code section 414(n) after the issuance of such regulations).

2.1.14      “Mandatory Portability Agreement” means that agreement, which was originally effective January 1, 1985, between and among Cincinnati Bell Telephone Company and certain other companies to comply with the mandatory portability provisions of the Deficit Reduction Act of 1984 and which provides for the portability of benefits with respect to certain employees who terminate employment with one company subject to the agreement and

7

Exhibit 10.13

subsequently commence employment with another company subject to the agreement.

2.1.15      “Normal Retirement Age” means: (a) in the case of an Employee who first became a Participant in the Plan prior to January 1, 1988, the Employee's 65th birthday; and (b) in the case of an Employee who first became or becomes a Participant in the Plan on or after January 1, 1988, the later of (i) the Employee's 65th birthday or (ii) the fifth anniversary of the date the Employee first became or becomes a Participant in the Plan.

2.1.16      “Normal Retirement Date” means, with respect to any Participant, the date on which the Participant first attains his Normal Retirement Age.

2.1.17      “Participant” means a person who becomes a Participant in the Plan in accordance with the provisions of Article 4 below, so long as he remains a Participant under the provisions of Article 4 below.

2.1.18      “Participating Company” refers to each employer that participates in the Plan, as determined under the following paragraphs of this Subsection 2.1.18.

(a)      Subject to the provisions of paragraph (b) below, on and after the Effective Amendment Date each of the following organizations shall be considered a “Participating Company”: (i) the Company; (ii) each corporation which is (and only during the period it is) a member of a controlled group of corporations (within the meaning of section 414(b) of the Code) which includes the Company; and (iii) each other trade or business (whether or not incorporated) which is (and only during the period it is) under common control (as defined in section 414(c) of the Code) with the Company.

(b)      Any corporation, partnership, or other organization (for purposes of this paragraph (b), the “acquired company”) that first becomes a member of a controlled group of corporations (within the meaning of section 414(b) of the Code) which includes the Company or a part of a group of trades or businesses under common control (within the meaning of section 414(c) of the Code) with the Company after January 1, 2001 and prior to January 1, 2009, as a result of the acquisition by any Participating Company (for purposes of this paragraph (b), the “acquiring company”) of the stock or interests of the acquired company or substantially all of the assets of a trade or business previously operated by another organization shall not be considered a Participating Company unless and until the first date as of which both (i) the agreements by which such stock, interests, or assets were acquired by the acquiring company do not require that the employees of the acquired company be eligible to actively participate in another defined benefit plan (within the meaning of section 414(j) of the Code) maintained by the acquired company or another Affiliated Employer (and do not otherwise prohibit the employees of the acquired company from participating in the Plan) and (ii) the Company has taken such actions (such as, but not necessarily limited to, the providing of notices) so as to clearly indicate that employees of the acquired company are to begin participating in the Plan as of such date.

(c)      For any period prior to the Effective Amendment Date, a Participating Company shall be deemed to refer to each organization that was identified as a participating company in the Plan as in effect during such period.

(d)      Notwithstanding the foregoing paragraphs of this Subsection 2.1.18, any of the employers identified as a “Participating Company” under such foregoing

8

Exhibit 10.13

paragraphs shall no longer be a “Participating Company” for purposes of this Plan once it no longer is an Affiliated Employer.

2.1.19      “Plan Year” refers to the annual period on which Plan records are kept and means a calendar year.

2.1.20      “Prior Pension Plan” means the part of the Plan as in effect on December 30, 1993 (or, to the extent indicated in the other provisions of this Plan, at any earlier date) which dealt with service, disability, and deferred vested pensions. Where the context requires, any reference to the Plan that concerns benefits accrued for periods prior to December 31, 1993 shall be deemed to include a reference to the Prior Pension Plan.

2.1.21      “Qualified Joint and Survivor Annuity” means an annuity ( i.e. , a form of benefit without life insurance which provides for equal payments at regular installments over more than a one year period) payable in the manner described in the following paragraphs of this Subsection 2.1.21.
(a)      Under a Qualified Joint and Survivor Annuity, monthly payments are made to a Participant for his life, and after his death monthly survivor payments continue to the person who is the spouse of the Participant on the date as of which the annuity commences to be paid to the Participant (for purposes of this paragraph (a), the “spouse”), provided that the spouse survives the Participant, for the spouse's life. Payments under the Qualified Joint and Survivor Annuity shall end with the payment due for the calendar month in which the date of death of the survivor of the Participant and the spouse occurs.
(b)      Under a Qualified Joint and Survivor Annuity, each monthly survivor payment to the person who is the spouse of the Participant on the date as of which the annuity commences to be paid to the Participant shall be equal in amount to 50% (or, when both the annuity begins being paid as of a commencement date that occurs after December 31, 2007 and the Participant otherwise chooses when he elects the form of his retirement benefit under the subsequent provisions of the Plan, either 75% or 100%) of the monthly payment amount made during the life of the Participant under the same annuity.
(c)      Any reference in the other provisions of the Plan to a “50% Qualified Joint and Survivor Annuity,” a “75% Qualified Joint and Survivor Annuity,” or a “100% Qualified Joint and Survivor Annuity” refers to a Qualified Joint and Survivor Annuity that has each of its monthly survivor payments based on the specified percent (50%, 75%, or 100%) of the monthly payment amount made during the life of the Participant under the same annuity. (The 75% Qualified Joint and Survivor Annuity constitutes the qualified optional survivor annuity that is required to be offered under the Plan by reason of section 1004 of the Pension Protection Act of 2006.)
(d)      The monthly amount of a Qualified Joint and Survivor Annuity that is paid while the Participant is living is determined under the provisions of Subsection 7.2.2 below and certain other provisions of the Plan.
2.1.22      “Required Beginning Date” means, with respect to any Participant, a date determined by the Committee for administrative reasons to be the date as of which the Participant's nonforfeitable benefit (if any such benefit would then exist and not yet have begun to be paid) is to commence in order to meet the requirements of section 401(a)(9) of the Code (or, for any

9

Exhibit 10.13

Participant who attains age 70-1/2 prior to the Effective Amendment Date, in order to meet the requirements of Code section 401(a)(9) as in effect before the effect of the Small Business Job Protection Act of 1996 is taken into account), which date shall be subject to the parameters set forth in the following paragraphs of this Subsection 2.1.22.

(a)      Subject to paragraph (e) below, for a Participant who attained age 70-1/2 on or after January 1, 1987 and prior to the Effective Amendment Date, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the calendar year in which he attained age 70-1/2.

(b)      Subject to paragraph (e) below, for a Participant who both attained or attains age 70-1/2 prior to January 1, 1987 or on or after the Effective Amendment Date and is not a 5% owner of an Affiliated Employer, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the later of: (i) the calendar year in which he attained or attains age 70-1/2; or (ii) the calendar year in which he ceased or ceases to be an Employee.

(c)      Subject to paragraph (e) below, for a Participant who both attained or attains age 70-1/2 prior to January 1, 1987 or on or after the Effective Amendment Date and is a 5% owner of an Affiliated Employer, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the later of: (i) the calendar year in which he attained or attains age 70-1/2; or (ii) the earlier of the calendar year with or within which ends the Plan Year in which he became or becomes a 5% owner of an Affiliated Employer or the calendar year in which he ceased or ceases to be an Employee.

(d)      A Participant is deemed to be a 5% owner of an Affiliated Employer for purposes hereof if he was or is a 5% owner of the Affiliated Employer (as determined under section 416(i)(1)(B) of the Code) at any time during the Plan Year ending with or within the calendar year in which he attained or attains age 66-1/2 or any subsequent Plan Year. Once a Participant meets this criteria, he shall be deemed a 5% owner of the Affiliated Employer even if he ceased or ceases to own 5% of the Affiliated Employer in a later Plan Year.

(e)      Notwithstanding the foregoing provisions of this Subsection 2.1.22, if a Participant first earned or earns a nonforfeitable retirement benefit under the Plan after the date which would otherwise be his Required Beginning Date under the foregoing provisions of this Subsection 2.1.22, then his Required Beginning Date shall not be determined under such foregoing provisions but rather must be a date within the calendar year next following the calendar year in which he first earned or earns a nonforfeitable retirement benefit under the Plan.

2.1.23      “Single Life Annuity” means an annuity ( i.e. , a form of benefit without life insurance which provides for equal payments at regular installments over more than a one year period) payable as follows. Monthly payments are made to a Participant for his life and end with the last payment due for the calendar month in which the date of the Participant's death occurs. The monthly amount of a Single Life Annuity is determined under the provisions of Subsection 7.2.1 below and certain other provisions of the Plan.

2.1.24      “Trust” means the Cincinnati Bell Pension Plans Trust, which trust was created by the Company to serve as the funding media for the Plan, as such trust exists as of the Effective Amendment Date or is subsequently amended. The Trust is hereby incorporated by

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Exhibit 10.13

reference and made a part of the Plan.

2.1.25      “Trustee” means the person or entity serving at any time as trustee of the Trust.

2.1.26      “Vested Participant” means a Participant who is (or, if he ceased to be an Employee immediately, would be) entitled under the provisions of the Plan to some nonforfeitable benefit under the Plan.

2.2      Gender and Number . For purposes of this Plan, words used in any gender shall include all other genders, words used in the singular form shall include the plural form, and words used in the plural form shall include the singular form, as the context may require.

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Exhibit 10.13


ARTICLE 3

SERVICE

3.1      Hour of Service . An Employee's “Hours of Service” to be counted for purposes of the Plan shall be computed as set forth in the following subsections of this Section 3.1, subject to the rules contained in U.S. Department of Labor Regulations section 2530.200b-2(b) and (c) (which is incorporated herein by reference).

3.1.1      One Hour of Service shall be credited for each hour for which the Employee is paid, or entitled to payment, by an Affiliated Employer for the performance of duties. Hours of Service credited under this Subsection 3.1.1 shall be allocated to the computation period or periods during which the duties are performed.

3.1.2      One Hour of Service shall be credited for each hour for which the Employee is paid, or entitled to payment, by an Affiliated Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence. Hours of Service credited under this Subsection 3.1.2 shall be allocated to computation periods in accordance with the rules of U.S. Department of Labor Regulations section 2530.200b-2(b) and (c). Notwithstanding the foregoing provisions of this Subsection 3.1.2:

(a)      no more than 501 Hours of Service shall be credited under this Subsection 3.1.2 to the Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(b)      an hour for which the Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws; and

(c)      Hours of Service shall not be credited for a payment which solely reimburses the Employee for medical or medically related expenses incurred by the Employee.

For purposes of this Subsection 3.1.2, a payment shall be deemed to be made by or due from an Affiliated Employer regardless of whether such payment is made by or due from the Affiliated Employer directly or indirectly through, among others, a trust fund or insurer to which the Affiliated Employer contributes or pays premiums, and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.

3.1.3      One Hour of Service shall be credited for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliated Employer with respect to the Employee. Hours of Service credited under this Subsection 3.1.3 shall be allocated to the computation period or periods to which the agreement or award relates. The same Hours of Service shall not be credited both under Subsection 3.1.1 or 3.1.2, as the case may be, and under this Subsection 3.1.3. Crediting of Hours of Service for back pay awarded

12

Exhibit 10.13

or agreed to with respect to periods described in Subsection 3.1.2 above shall be subject to the limitations set forth in that provision.

3.1.4      To the extent required by applicable Federal law, Hours of Service shall be credited for any leave taken pursuant to the requirements of the Federal Family and Medical Leave Act of 1993, as amended.

3.1.5      For purposes only of determining whether the Employee has incurred a Break in Service, if the Employee is absent from active service with an Affiliated Employer (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of the Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (4) for purposes of caring for such a child for a period beginning immediately following such a birth or placement, and the Employee is not paid or entitled to be paid for such absence, the Employee shall be credited with one Hour of Service for each hour which the Employee would normally have been scheduled for work but for such absence (or, if the Employee does not have a regular work schedule, with eight Hours of Service for each day of such absence). Notwithstanding the immediately preceding sentence, the following paragraphs of this Subsection 3.1.5 shall apply to the crediting of Hours of Service under this Subsection 3.1.5.

(a)      No more than 501 Hours of Service shall be credited under this Subsection 3.1.5 to the Employee on account of any single continuous period of such an absence.

(b)      Any Hours of Service which are to be credited to the Employee under this Subsection 3.1.5 by reason of a single continuous period of absence shall be credited for the calendar year in which such absence begins if the Employee would be prevented from incurring a Break in Service with respect to such calendar year solely because of such crediting. Otherwise, such Hours of Service shall be credited for the calendar year next following the calendar year in which such absence begins.

(c)      No Hours of Service shall be credited under this Subsection 3.1.5 to the Employee unless the Employee furnishes to the Committee such timely information as the Committee may reasonably require to establish that the applicable absence from work is for reasons referred to in the first sentence of this Subsection 3.1.5 and the number of days for which there was such an absence.

3.1.6      For purposes of the Plan, the Employee shall be deemed to have completed 45 Hours of Service for each week in which he would otherwise be credited with one or more Hours of Service under the foregoing provisions of this Section 3.1; except that, in the case of (a) any Employee who is classified by the Affiliated Employer which employs him as a part-time Employee or (b) any Employee who is hired for a period not exceeding three consecutive weeks and who is not employed for more than 30 days in a year, such Employee shall be deemed to have completed 10 Hours of Service for each day in which he would otherwise be credited with one or more Hours of Service under the foregoing provisions of this Section 3.1. However, the provisions of this Subsection 3.1.6 shall not apply: (a) for any period occurring prior to the Effective Amendment Date and after December 31, 2000 with respect to Employees of Cincinnati Bell Wireless Company or Cincinnati Bell Wireless LLC; or (b) for any period occurring prior to January 1, 2001 with respect to Employees of any Participating Companies other than the Company, Cincinnati Bell Telephone Company, Cincinnati Bell Information Systems Inc., CBIS International Services Inc., CBIS International Inc., CBIS Federal Inc., or Cincinnati Bell Public

13

Exhibit 10.13

Communications Inc.

3.2      Break in Service . An Employee shall be deemed to have incurred a “Break in Service” in any calendar year during which he is credited with not more than 500 Hours of Service.

3.3      Employment and Reemployment Commencement Dates . An Employee's “Employment Commencement Date” shall be the date on which he first performs an Hour of Service as an Employee for which he is paid, or entitled to payment, by any Affiliated Employer. Further, if the Employee incurs a Break in Service in any calendar year that commences after his Employment Commencement Date but that ends prior to his completion of at least 1,000 Hours of Service in any Eligibility Computation Period, then the first day that occurs after the end of such calendar year and on which he performs an Hour of Service as an Employee for which he is paid, or entitled to be paid, by any Affiliated Employer shall be considered his “Reemployment Commencement Date.”

3.4      Eligibility Service . An Employee shall be credited with one year of “Eligibility Service” as of the last day of the first Eligibility Computation Period during which he completes at least 1,000 Hours of Service.

3.5      Eligibility Computation Period . An Employee's “Eligibility Computation Period” shall be the twelve-month period commencing on the Employee's Employment Commencement Date and each calendar year commencing after his Employment Commencement Date. However, notwithstanding the foregoing, if the Employee incurs a Break in Service in any calendar year that commences after his Employment Commencement Date but that ends prior to his completion of at least 1,000 Hours of Service in an Eligibility Computation Period, then his “Eligibility Computation Period” after such calendar year shall mean the twelve-month period commencing on his first Reemployment Commencement Date that occurs after the end of such calendar year and each calendar year commencing after such Reemployment Commencement Date.

3.6      Vesting Service . An Employee's years of “Vesting Service” shall be computed as set forth in the following subsections of this Section 3.6.

3.6.1      The Employee shall be credited with years of Vesting Service equal to the number of his years of service counted for purposes of determining eligibility for a vested pension under the Prior Pension Plan as of December 31, 1993 (as calculated under the provisions of the Prior Pension Plan).

3.6.2      The Employee shall also be credited with one year of Vesting Service for each calendar year ending after December 31, 1993 and during which he is credited with at least 1,000 Hours of Service; provided that service prior to the calendar year in which the Employee attained age 18 shall not be counted for purposes of this Subsection 3.6.2.

3.7      Mandatory Portability Agreement . To the extent required under the Mandatory Portability Agreement, service of Employees with former Bell System companies (and their successors) shall be recognized under this Plan. In this regard, Employees of certain Participating Companies may not be subject to or affected by the Mandatory Portability Agreement while employed by any such companies, and this Section 3.7 shall not give any rights under the Mandatory Portability Agreement to such Employees while employed by any such companies.


14

Exhibit 10.13


3.8      Service With Predecessor Entities . The following subsections of this Section 3.8 shall apply for purposes of the Plan.

3.8.1      Service prior to January 1, 1996 with Information Systems Development Partnership (or its predecessor, Information Systems Development, Inc.) shall be deemed to be service with an Affiliated Employer which was not a Participating Company.

3.8.2      In the case of an employee of AccuStaff Incorporated or People Systems Inc. (for purposes of this Subsection 3.8.2, collectively referred to as “AccuStaff”) who became an Employee of MATRIXX Marketing Inc. (for purposes of this Subsection 3.8.2 and Subsection 3.8.3 below, “MATRIXX”) during 1998 and who was supporting MATRIXX immediately prior to the date on which he became an Employee of MATRIXX, his service with AccuStaff prior to the date on which he became an Employee of MATRIXX shall be deemed to be service with an Affiliated Employer which was not a Participating Company.

3.8.3      In the case of an employee of American Transtech, Inc. or AT&T Corp. (for purposes of this Subsection 3.8.3, collectively referred to as “ATI”) who became an Employee of MATRIXX on March 1, 1998, his service with ATI prior to the date on which he became an Employee of MATRIXX shall be deemed to be service with an Affiliated Employer which was not a Participating Company.

3.8.4      Service with KSM Consulting, LLC (“KSMC”), or with its affiliate Katz, Sapper & Miller, L.L.P., that was completed prior to the acquisition by an Affiliated Employer of substantially all of the assets of KSMC (which acquisition occurred on October 1, 1998) shall be deemed to be service with an Affiliated Employer which was not a Participating Company with respect to any person who became an Employee upon or in connection with such acquisition.

3.8.5      In the case of any person who became or becomes a Covered Employee of a Participating Company on or after January 1, 2001, any service he completed prior to November 9, 1999 with IXC Communications, Inc. (the predecessor to Broadwing Communications Inc.) or any subsidiary thereof shall be deemed to be service with an Affiliated Employer which was or is not a Participating Company. For purposes of this Subsection 3.8.5, a “subsidiary” of IXC Communications, Inc. means any corporation (or other trade or business) other than IXC Communications, Inc. which was both in a chain of corporations (and/or other trades or businesses) that began with IXC Communications, Inc. and in which at least 80% of the voting interests in such corporation (or other trade or business) in such chain (other than IXC Communications, Inc.) was owned by IXC Communications, Inc. or another corporation (or other trade or business) in such chain.

3.8.6      The service credited to any person under the foregoing provisions of this Section 3.8 shall be determined by the Committee (or any other party to whom these administrative duties are delegated under procedures authorized by the Plan) based on the best records that it received or receives as to such service. Since the service credited to any person under the foregoing provisions of this Section 3.8 is deemed to be service with an Affiliated Employer which was or is not a Participating Company, such service shall be used in determining the person's Eligibility Service and Vesting Service under this Plan but shall not be used in any manner in calculating the amount of the person's benefits under the benefit formulas of this Plan, if any.


15

Exhibit 10.13

3.8.7      Except as is otherwise provided in the Plan, service with a corporation or other organization which became or becomes an Affiliated Employer (or substantially all of whose assets were or are acquired by an Affiliated Employer) that was or is completed prior to the date on which such corporation or other organization so became or becomes an Affiliated Employer (or prior to the date on which substantially all of the assets of such corporation or organization were or are so acquired by an Affiliated Employer) shall not be deemed to be service with an Affiliated Employer for purposes of this Plan.

16

Exhibit 10.13


ARTICLE 4

ELIGIBILITY AND PARTICIPATION

4.1      Eligibility . Each person (a) who is a Covered Employee, (b) who has attained age 21, and (c) who has been credited with at least one year of Eligibility Service shall be eligible to become a Participant in the Plan in accordance with the provisions of Section 4.2 below.

4.2      Participation . Each Employee who satisfies all of the eligibility requirements of Section 4.1 above on the Effective Amendment Date shall become a Participant in the Plan on the Effective Amendment Date. Each other Employee shall become a Participant in the Plan on the first date subsequent to the Effective Amendment Date on which he satisfies all of the eligibility requirements of Section 4.1 above. Each Employee who becomes a Participant in the Plan shall continue to be a Participant so long as he remains an Employee and until he ceases to have any nonforfeitable right to a benefit under the Plan.

4.3      Reemployment of Former Participants . If a former Participant is reemployed as a Covered Employee on or after the Effective Amendment Date, he shall again become a Participant as of the date on which he is so reemployed as a Covered Employee.

17

Exhibit 10.13


ARTICLE 5

CASH BALANCE ACCOUNT

5.1      Cash Balance Accounts for Participants . A bookkeeping account, known as a “Cash Balance Account” in this Plan, shall be established under the Plan with respect to each Participant. As is indicated in the provisions of Subsection 7.2.1 below, the Participant's Accrued Benefit Final Payment Amount is based largely on the basis of the dollar amount credited to the Participant's Cash Balance Account. A Participant's Cash Balance Account does not represent an actual funded account under which the Participant has a specific right to assets under the Trust or an account which reflects a specific part of the Trust; instead, it represents only a bookkeeping account to which bookkeeping amounts are credited and which is generally used to help determine the amount of the Participant's retirement benefit, if any, which exists under the Plan. The Cash Balance Account of a Participant is credited with (a) an initial cash balance amount to the extent provided in Section 5.2 below, (b) pension credit amounts to the extent provided in Section 5.3 below, (c) interest credit amounts to the extent provided in Section 5.4 below, and (d) special credit amounts to the extent provided in Section 5.5 below. No other amounts are credited to a Participant's Cash Balance Account.

5.2      Initial Cash Balance Amount Credited to Cash Balance Account .

5.2.1      In the case of a Participant who was a Covered Employee on December 31, 1993 and who was a Participant in the Prior Pension Plan on December 30, 1993, there shall be credited to his Cash Balance Account, as of December 30, 1993, an amount equal to the amount that would make the single sum payment of such amount as of December 30, 1993 actuarially equivalent to his Accrued Benefit under the Prior Pension Plan as of December 30, 1993 (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), based upon the Participant's attained age, in whole years and months, on December 30, 1993 and with the actuarial assumptions to be used in determining such amount being the assumptions described in Subsection 11.5.2 below.

5.2.2      In the case of a Participant who was a Participant in the Prior Pension Plan on December 30, 1993, who was not a Covered Employee on December 31, 1993, and who thereafter became or becomes a Covered Employee, there shall be credited to his Cash Balance Account, as of the first date after December 31, 1993 on which he so became or becomes a Covered Employee (for purposes of this Subsection 5.2.2, the Participant's “rehire date”), an amount equal to the amount that would make the single sum payment of such amount as of the Participant's rehire date actuarially equivalent to his Accrued Benefit under the Prior Pension Plan as of his rehire date (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), based upon his attained age, in whole years and months, on such date, but disregarding any amendments to the Plan adopted effective March 31, 1995 when determining such Accrued Benefit. The actuarial assumptions to be used in determining such amount shall be the assumptions described in Subsection 11.5.2 below.

5.2.3      In the case of a Participant who first became or becomes a Participant on or after December 31, 1993, there shall be credited to his Cash Balance Account, as of the date on which he first became or becomes a Participant, an amount equal to the amount which would have been credited to his Cash Balance Account on such date if the Plan did not require attainment of age 21 and completion of one year of Eligibility Service as conditions of becoming a

18

Exhibit 10.13

Participant. Notwithstanding the foregoing, the provisions of this Subsection 5.2.3 do not provide for an amount to be credited to the Cash Balance Account of any Participant prior to the date on which the Participant first became or becomes a Covered Employee and met or meets any other conditions (not related to the Plan's minimum age and service conditions) for becoming a Participant in the Plan.

5.2.4      In the case of a Participant for whom an Accrued Benefit is transferred to the Plan from a Related Plan on or after December 31, 1993, there shall be credited to his Cash Balance Account, as of the date on which such Accrued Benefit is transferred to the Plan (for purposes of this Subsection 5.2.4, the “transfer date”), an amount equal to: (a) in the case of a transfer on or after January 1, 1997 from the Cincinnati Bell Pension Plan (as such plan existed as of January 1, 1997 or was or is subsequently amended), the amount credited to his cash balance account under that plan as of the transfer date; or (b) in the case of any other transfer from a Related Plan, the amount that would make the single sum payment of such amount as of the transfer date actuarially equivalent to such Accrued Benefit (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), based upon his attained age, in whole years and months, on such date and with the actuarial assumptions to be used in determining such amount being the assumptions described in Subsection 11.5.2 below. For purposes of the Plan, a “Related Plan” means the Cincinnati Bell Pension Plan and each Former Affiliate Plan (within the meaning of the Mandatory Portability Agreement).

5.2.5      In the case of an employee of American Transtech, Inc. or AT&T Corp. (for purposes of this Subsection 5.2.5, collectively referred to as “ATI”) who became an Employee of MATRIXX Marketing Inc. (for purposes of this Subsection 5.2.5, “MATRIXX”) on March 1, 1998 (for purposes of this Subsection 5.2.5, such an employee being referred to as an “ATI Employee”), the following paragraphs of this Subsection 5.2.5 shall apply.

(a)      If such ATI Employee had a cash balance account under the AT&T Management Pension Plan (for purposes of this Subsection 5.2.5, the “ATTMPP”) which was not vested on February 28, 1998, his Cash Balance Account under this Plan shall be credited, on March 1, 1998, with an amount equal to the amount credited to his cash balance account under the ATTMPP immediately prior to that date. If such ATI Employee had an accrued benefit under the AT&T Pension Plan (for purposes of this Subsection 5.2.5, the “ATTPP”) which was not vested on February 28, 1998, his Cash Balance Account under this Plan shall be credited, on March 1, 1998, with an amount equal to the amount that would make the single sum payment of such amount actuarially equivalent to his accrued benefit under (and as determined pursuant to the terms of) the ATTPP immediately prior to that date and with the actuarial assumptions to be used in determining such amount being the assumptions described in Subsection 11.5.2 below. For purposes of this Subsection 5.2.5, if such ATI Employee was not a participant in the ATTMPP or the ATTPP on February 28, 1998 solely by reason of not satisfying the minimum age and/or service conditions for such plan, then, if and when he became a Participant in this Plan, he shall be deemed to have been a participant in the ATTMPP or the ATTPP, as the case may be, on February 28, 1998 and shall be treated as having the cash balance account balance under the ATTMPP or the accrued benefit under the ATTPP, as the case may be, that would have existed if neither such plan had contained minimum age and/or service conditions to becoming a participant thereunder.

(b)      If such ATI Employee had completed at least 29 years of net credited service under the ATTMPP or the ATTPP as of March 1, 1998, and if such ATI Employee would not have attained age 55 prior to completing 30 years of such net credited service (assuming

19

Exhibit 10.13

that his net credited service had continued uninterrupted after February 28, 1998), his Cash Balance Account under this Plan shall be credited with an additional amount, as of March 1, 1998, equal to the amount “E” determined under the formula: E = (A - B) x C x D. For purposes of such formula, “A” is equal to the monthly accrued benefit which would be payable to such ATI Employee under the ATTMPP or the ATTPP, as the case may be, on the date on which such ATI Employee would have completed 30 years of net credited service with ATI (for purposes of this paragraph (b), the “30 Year Date”) if his net credited service had continued uninterrupted after February 28, 1998 and if such benefit was paid in the form of a Single Life Annuity; “B” is equal to the monthly accrued benefit which would be payable to such ATI Employee under the ATTMPP or the ATTPP, as the case may be, on the 30 Year Date if his net credited service had continued uninterrupted after February 28, 1998, if such benefit was paid in the form of a Single Life Annuity, and if the monthly amount of such benefit were reduced by .005 a month for each month by which the 30 Year Date would precede his 55 th birthday; “C” is a fraction having a numerator equal to the factor identified in Table 1 to this Plan as applicable to a payment age that is the Participant's attained age (in whole years and months) as of the 30 Year Date and a denominator equal to the factor identified in Table 2 to the Plan as applicable to the same payment age; and “D” is a discount factor based on this Plan's then active employee interest crediting rate for Cash Balance Account purposes.

5.3      Pension Credit Amounts Credited to Cash Balance Account .

5.3.1      As of December 31, 1993, there shall be credited to the Cash Balance Account of each Participant who was a Covered Employee on that date an amount equal to the product obtained by multiplying the Participant's Covered Compensation Rate times the Participant's Applicable Percentage from the table set forth in Subsection 5.3.2 below, based upon his attained age, in completed years, as of December 31, 1993. For purposes of this Subsection 5.3.1, a Participant's “Covered Compensation Rate” means the quotient obtained by dividing the Participant's annualized rate of Covered Compensation as of December 31, 1993 by 261.

5.3.2      Subject to the provisions of Subsections 5.3.3 and 5.3.4 below, as of the last day of each calendar year subsequent to 1993 (or, in the case of a Participant who ceased or ceases to be an Employee during any such calendar year, as of the date on which he was last employed as an Employee), there shall be credited to the Cash Balance Account of each Participant who received Covered Compensation during the calendar year an amount equal to the product obtained by multiplying (a) the sum of (i) an amount equal to such Covered Compensation plus (ii) an amount equal to that portion of such Covered Compensation in excess of the Social Security Wage Base for such year by (b) the Participant's Applicable Percentage for the applicable calendar year as determined from the tables set forth below in this Subsection 5.3.2, based upon his attained age, in whole years, on such December 31 (or, if he ceased to be an Employee during the year, his attained age as of the date on which he was last employed as an Employee). For purposes of this Subsection 5.3.2, the “Social Security Wage Base” means, with respect to any calendar year, the contribution and benefit base for old-age retirement benefits that was or is in effect for such year under section 230 of the Federal Social Security Act, as amended.


20

Exhibit 10.13

 
 
 Applicable Percentage for any calendar year
Participant's Attained Age
 
beginning before January 1, 2001
Less than 30 years
 
2.50%
30 but less than 35 years
 
2.75%
35 but less than 40 years
 
3.25%
40 but less than 45 years
 
4.00%
45 but less than 50 years
 
5.25%
50 but less than 55 years
 
6.50%
55 or more years
 
8.00%

 
 
 Applicable Percentage for any calendar year
Participant's Attained Age
 
beginning on or after January 1, 2001
Less than 30 years
 
3.00%
30 but less than 35 years
 
3.25%
35 but less than 40 years
 
3.75%
40 but less than 45 years
 
4.50%
45 but less than 50 years
 
5.25%
50 but less than 55 years
 
6.50%
55 or more years
 
8.00%


5.3.3      Notwithstanding the foregoing subsections of this Section 5.3 or any other provision of this Plan: (a) for any Participant who is not a Grandfathered Participant (as defined in Subsection 5.3.4 below), in no event shall any amount be credited under this Section 5.3 to the Participant's Cash Balance Account based on any amount or portion of his Covered Compensation that is received by the Participant after March 28, 2009 (other than for Covered Compensation that is received by the Participant by April 3, 2009 and that relates to services of the Participant as a Covered Employee in the pay period that ended on March 28, 2009); and (b) for any Participant who is a Grandfathered Participant (as defined in Subsection 5.3.4 below), in no event shall any amount be credited under this Section 5.3 to the Participant's Cash Balance Account based on any amount or portion of his Covered Compensation that is received by the Participant after December 31, 2018.
5.3.4      For purposes of Subsection 5.3.3 above, a “Grandfathered Participant” means a Participant who either: (a) has attained at least age 50 by January 1, 2009; (b) was eligible for the offer of a special Plan benefit pursuant to the provisions of Section 20.3 below, received such offer, and declined such offer (by not meeting the conditions of Subsection 20.4.2(b) below); or (c) was eligible for the offer of a special Plan benefit pursuant to the provisions of Section 20.3 below, received such offer, and accepted such offer (by meeting the conditions of Subsection 20.4.2(b) below).
5.4      Interest Credit Amounts Credited to Cash Balance Account .

5.4.1      As of December 31, 1993, there shall be credited to the Cash Balance Account of each Participant who is deemed to have a Cash Balance Account balance under the Plan as of December 30, 1993 an amount equal to 0.02191% of such balance.
5.4.2      On each day subsequent to December 31, 1993 and prior to January 1, 2003, there shall be credited to the Cash Balance Account of each Participant who has a Cash

21

Exhibit 10.13

Balance Account balance under the Plan on the December 31 immediately preceding such day assumed interest on such balance at an annualized rate (without compounding) of: for days occurring during calendar years 1994 through 1996, 8%; for days occurring during calendar years 1997 and 1998, 8.125%; for days occurring during calendar years 1999 through 2001, 7.75%; and for days occurring during calendar year 2002, 6.50%.

5.4.3      On each day subsequent to December 31, 2002, there shall be credited to the Cash Balance Account of each Participant who has a Cash Balance Account balance under the Plan on the December 31 immediately preceding such day assumed interest on such balance at an annualized rate (without compounding) of 4%.

5.4.4      For the calendar year in which a Participant has an amount credited to his Cash Balance Account under Section 5.2 above, on each day that occurs in such calendar year and that is subsequent to the date on which such amount is credited to his Cash Balance Account under the Plan, there also shall be credited to his Cash Balance Account the product obtained by multiplying such amount times the applicable assumed interest rate that is determined for such day under Subsection 5.4.2 above or Subsection 5.4.3 above, as the case may be.

5.4.5      Notwithstanding any of the foregoing provisions of this Section 5.4 but subject to the final sentence of this Subsection 5.4.5, (a) the assumed annualized interest rate to be applied on any day prior to January 1, 1998 under Subsection 5.4.2, 5.4.3, or 5.4.4 above, as the case may be, shall be 3.5% (instead of its assumed interest rate otherwise provided under Subsection 5.4.2, 5.4.3 or 5.4.4 above) unless the Participant is either employed as a Covered Employee on such day or is employed as an Employee (other than a leased, contingency, or job bank employee) both on such day and on December 31, 1997 and (b) the assumed annualized interest rate to be applied on any day subsequent to December 31, 1997 under Subsection 5.4.2, 5.4.3, or 5.4.4 above, as the case may be, shall be 3.5% unless the Participant is employed as an Employee (other than a leased, contingency, or job bank employee) on such day. However, the assumed annualized interest rate to be applied under either clause (a) or clause (b) of the immediately preceding sentence shall be deemed to be 4.0% for each day on which both (a) such assumed annualized interest rate would otherwise be 3.5% under clause (a) or clause (b) of the immediately preceding sentence and (b) a waiver by the Participant to the death benefit otherwise applicable to him under Section 8.1 or 8.2 below is in effect for him pursuant to the provisions of Section 8.3 below.

5.5      Special Cash Balance Account Credit for Broadwing Communications Employees . Each person who is an Eligible BCI Employee (as defined in Subsection 5.5.1 below) shall have an amount equal to 6.3875% of the Eligible BCI Employee's Special Credit Compensation (as defined in Subsection 5.5.2 below) credited on March 1, 2001 (or, if earlier, the later of the date on which he ceased to be an Employee or January 1, 2001) to a Cash Balance Account established for his benefit under this Plan.

5.5.1      For purposes of this Section 5.5, an “Eligible BCI Employee” means a person who was an Employee on the payroll of Broadwing Communications Inc. (for purposes of this Section 5.5, “BCI”) on BCI's last business day of 2000 and who had become eligible by October 1, 2000 to participate in the Broadwing Communications Inc. 401(k) Plan (for purposes of this Section 5.5, the “BCI Plan”) then maintained by BCI.
5.5.2      Also for purposes of this Section 5.5, the “Special Credit Compensation” of any Eligible BCI Employee means the sum of the base pay and commissions that were payable to the Eligible BCI Employee by BCI during 2000 (regardless of the extent to which the Eligible

22

Exhibit 10.13

BCI Employee elected to reduce such base pay or commissions on a pre-tax basis through any plan of BCI); except that, if the Eligible BCI Employee first became eligible to participate in the BCI Plan after January 1, 2000, his “Special Credit Compensation” means the product obtained by multiplying (a) the sum of the base pay and sales commissions that were payable to the Eligible BCI Employee by BCI during 2000 (regardless of the extent to which the Eligible BCI Employee elected to reduce such base pay or sales commissions on a pre-tax basis through any plan of BCI) by (b) a fraction having a numerator equal to the number of calendar months included in the period that began on the day in 2000 on which the Eligible BCI Employee first became eligible to participate in the BCI Plan and that ended on December 31, 2000 and having a denominator of 12.

5.5.3      For purposes of the provisions of Subsections 5.5.1 and 5.5.2 above, under the provisions of the BCI Plan in effect during 2000, an Employee on the payroll of BCI generally became first eligible to participate in the BCI Plan as of the first day of the first calendar quarter that began after he both completed at least six months of service with BCI (and any employers affiliated to BCI under section 414(b), (c), (m), or (o) of the Code) and attained at least age 20-1/2.

5.5.4      In the event an Eligible BCI Employee is not otherwise a Participant in the Plan on the date that he has an amount credited to his Cash Balance Account under this Section 5.5, he shall be considered a Participant for all purposes of the Plan beginning on such date except that he shall not in any event be entitled to receive any credit to his Cash Balance Account pursuant to the provisions of Section 5.2 above or Section 5.3 above unless and until he qualifies as a Participant in the Plan other than solely because of the provisions of this Section 5.5.

5.6      Covered Compensation . For purposes of the Plan, a Participant's “Covered Compensation” means, with respect to any calendar year, the base pay plus differentials and commissions received by the Participant during the calendar year for services rendered as a Covered Employee, subject to the following subsections of this Section 5.6.

5.6.1      In the case of the Company and Cincinnati Bell Telephone Company, a Participant's “Covered Compensation” shall not include team awards or bonuses paid to him prior to 1997 (provided that 1993 team awards and bonuses, paid in 1994, shall be used to compute the December 30, 1993 Cash Balance Account initial amounts) or overtime but shall include, for purposes other than computing the “transition” benefits described in Section 9.2 below, team awards and bonuses paid after 1996.

5.6.2      In the case of remuneration provided to the Participant by Cincinnati Bell Information Systems Inc., CBIS International Inc., CBIS International Services Inc., and CBIS Federal Inc., “Covered Compensation” shall not include overtime or vacation buy back but shall include, for purposes other than computing the “transition” benefits described in Section 9.2 below, team awards and bonuses, provided that 1993 team awards and bonuses (paid in 1994) shall be used only to compute the December 30, 1993 Cash Balance Account initial amounts.

5.6.3      In the case of remuneration provided to the Participant by any Participating Company other than the Company, Cincinnati Bell Telephone Company, Cincinnati Bell Information Systems Inc., CBIS International Inc., CBIS International Services Inc., or CBIS Federal Inc., “Covered Compensation” shall not include overtime but shall include, for purposes other than computing the “transition” benefits described in Section 9.2 below, team awards and

23

Exhibit 10.13

bonuses.

5.6.4      For purposes of the Plan, “team awards and bonuses” refer to discretionary awards and bonuses that are considered on a recurring annual or other periodic basis in connection with the normal and integral operations of the applicable employer (but do not, for example, include awards that are made for a special performance outside the normal job of an Employee or which are considered by an applicable employer on an ad hoc or non-regular schedule).

5.6.5      A Participant's “Covered Compensation” for any calendar year shall include amounts which would have been paid in such calendar year to the Participant (and considered as Covered Compensation for such calendar year under the foregoing provisions of this Section 5.6) if (to the extent applicable) the Participant had not entered into a cash or deferred arrangement described in section 401(k) of the Code, the Participant had not elected nontaxable benefits under a cafeteria plan described in section 125 of the Code, and/or, effective on and after January 1, 2000, the Participant had not elected nontaxable benefits under a plan that provides qualified parking within the meaning of section 132(f) of the Code. A Participant's “Covered Compensation” for any calendar year also shall include amounts which would have been paid in such calendar year to the Participant (and considered as Covered Compensation for such calendar year under the foregoing provisions of this Section 5.6) if the Participant had not elected to participate in the Cincinnati Bell Inc. Executive Deferred Compensation Plan as amended over time (or, during the period that MATRIXX Marketing Inc. was an Affiliated Employer, the MATRIXX Marketing Inc. Executive Deferred Compensation Plan), provided that such amounts shall be deemed to be compensation in excess of the limitations contained in Subsection 10.3.5 below for all purposes of calculating the Participant's benefits under the Plan.

5.6.6      A Participant's “Covered Compensation” for any calendar year shall include any amounts that would be treated as part of his Covered Compensation for such calendar year under the foregoing provisions of this Section 5.6 but for the fact that they are received by the Participant after the end of such calendar year in the case when the Participant ceases to be a Covered Employee by the end of such calendar year and such amounts are paid to the Participant by reason of his employment as a Covered Employee in the last pay period that begins in such calendar year.

5.6.7      Notwithstanding any of the foregoing provisions of this Section 5.6, the “Covered Compensation” of a Participant which is taken into account for any calendar year under the Plan shall be subject to the provisions of Subsection 10.3.5 below.

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Exhibit 10.13


ARTICLE 6

RETIREMENT BENEFITS AND VESTED PERCENTAGE

6.1      Normal Retirement . A Participant who ceases to be an Employee (other than by reason of his death) on the date he first attains his Normal Retirement Age (and prior to his Required Beginning Date) shall be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.

6.2      Late Retirement . A Participant who continues to be an Employee following the date on which he first attains his Normal Retirement Age (or is still an Employee on his Required Beginning Date in the limited circumstances when such date occurs prior to the date he first attains his Normal Retirement Age) shall also be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.

6.3      Vested Retirement . A Participant who ceases to be an Employee (other than by reason of his death) prior to becoming eligible for any normal or late retirement benefit under the foregoing provisions of this Article 6, but by the date he ceases to be an Employee has a Vested Percentage above 0% pursuant to the provisions of Section 6.4 below, shall also be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.

6.4      Vested Percentage . For purposes of determining whether a Participant may be entitled to a retirement benefit under Section 6.3 above, and also for purposes of helping to determine (under the provisions of Articles 7 and 8 below) the amount of each payment of a retirement benefit that may be payable with respect to any Participant who becomes entitled to a retirement benefit under any of the foregoing provisions of this Article 6 (or whose spouse or estate becomes entitled to a death benefit under any of the provisions of Article 8 below), the Participant's vested percentage under this Plan must be determined. For purposes of all provisions of the Plan, as of any date (for purposes of this Section 6.4, the “subject date”), the “vested percentage” of any Participant shall be determined under the following Subsections of this Section 6.4.

6.4.1      The Participant's vested percentage shall be 100% if the subject date occurs on or after the date on which the Participant first attains his Normal Retirement Age and the Participant is an Employee on such date.
6.4.2      If (a) Subsection 6.4.1 above does not apply to the Participant, (b) the subject date occurs on or after January 1, 2008, and (c) the Participant completes at least one Hour of Service on or after January 1, 2008 (and by the subject date), then the Participant's vested percentage shall be 0% if the Participant has not completed at least three years of Vesting Service by the subject date or 100% if the Participant has completed at least three years of Vesting Service by the subject date (except that, if the Participant was a Participant in the Plan as of December

25

Exhibit 10.13

31, 2007, then, notwithstanding the foregoing, the Participant's vested percentage shall in no event be less than 20% if the Participant has completed at least one but not two years of Vesting Service by the subject date or 40% if the Participant has completed at least two but not three years of Vesting Service by the subject date).
6.4.3      If (a) neither Subsection 6.4.1 or 6.4.2 above applies to the Participant, (b) the Participant completes at least one Hour of Service by the subject date, and (c) either the subject date occurs prior to January 1, 2008 or the Participant fails to complete at least one Hour of Service on or after January 1, 2008, then the Participant's vested percentage shall be 0% if the Participant has not completed at least one year of Vesting Service by the subject date, 20% if the Participant has completed at least one but not two years of Vesting Service by the subject date, 40% if the Participant has completed at least two but not three years of Vesting Service by the subject date, 60% if the Participant has completed at least three but not four years of Vesting Service by the subject date, 80% if the Participant has completed at least four but not five years of Vesting Service by the subject date, or 100% if the Participant has completed at least five years of Vesting Service by the subject date.
6.5      Other Cessation of Employment . Except as otherwise provided in Article 8 below, if a Participant dies prior to the commencement date of any retirement benefit to which he is entitled under any of the foregoing provisions of this Article 6 or under Section 17.2 below, or if the Participant ceases to be an Employee for any reason at a time when he is not entitled to a retirement benefit under one of the foregoing provisions of this Article 6 or under Section 17.2 below, neither he nor any person claiming by or through him shall be entitled to receive a benefit under the Plan. In such case, his prior interest under this Plan (including his prior interest in his Accrued Benefit) shall be forfeited pursuant to the provisions of Section 11.7 below.

26

Exhibit 10.13


ARTICLE 7

PAYMENT OF RETIREMENT BENEFITS

7.1      Commencement Date of Retirement Benefit . If a Participant is entitled to a retirement benefit under the Plan pursuant to any of the provisions of Article 6 above, then, subject to the provisions of Section 7.5 below, he may, as a part of his filing with a Plan representative of a claim for his retirement benefit under and in accordance with the provisions of Section 7.4 below, elect the specific commencement date as of which his retirement benefit under the Plan will commence to be paid, provided that the elected commencement date meets each and every of the requirements set forth in Subsections 7.1.1 through 7.1.5 below (to the extent such requirements apply to the elected commencement date under the terms of such subsections).
7.1.1      Such commencement date must occur both: (i) no later than the Participant's Required Commencement Date; and (ii) if the date on which the Participant ceases to be an Employee occurs before the Participant's Required Commencement Date, after the date on which the Participant ceases to be an Employee.
7.1.2      Such commencement date may not occur more than 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the date (for purposes of this Section 7.1, the “written explanation date”) on which the latest written explanation as to the Participant's benefit form options and other benefit payment rules that is described in Subsection 7.4.4 below (for purposes of this Section 7.1, the “written explanation”) is provided to the Participant.
7.1.3      Such commencement date may not occur before 30 days have expired after the written explanation date unless all of the following conditions are met:
(a)      the written explanation clearly indicates that the Participant has a right to at least 30 days to consider the form in which his retirement benefit will be paid and elect a permitted form of benefit;
(b)      the Participant affirmatively elects the form in which he wants his retirement benefit to be paid prior to the expiration of the 30-day period beginning on the date that immediately follows the written explanation date;
(c)      the Participant is permitted to amend or revoke an affirmative election he makes for payment of his retirement benefit in any form at least until the later of the date as of which the Participant's retirement benefit under the Plan will commence based on such election or the expiration of the seven-day period that begins on the date that immediately follows the written explanation date; and
(d)      the actual distribution of the retirement benefit in accordance with the Participant's affirmative election does not begin before the expiration of the seven-day period that begins on the date that immediately follows the written explanation date.
7.1.4      Such commencement date may occur prior to the date on which the Participant makes a claim for his retirement benefit only if (a) the actual payment of the Participant's retirement benefit begins to be paid within 90 days (or, when the Participant's

27

Exhibit 10.13

retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the written explanation date or (b) the actual payment of the Participant's retirement benefit begins to be paid after the end of such 90-day (or, if applicable, 180-day) period solely due to administrative reasons.
7.1.5      Such commencement date may occur prior to the written explanation date (in which case such commencement date shall be considered a “retroactive commencement date” under this Subsection 7.1.5) only if all of the following conditions are met:
(a)      such commencement date does not occur before the later of (i) June 1, 2005 or (ii) the date that is twelve months before the date on which the Participant's retirement benefit actually begins to be paid;
(b)      the Participant affirmatively elects the commencement date of his retirement benefit and the form in which he wants his retirement benefit to be paid no later than 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the date on which the earliest written explanation as to the Participant's benefit form options and other benefit payment rules that is described in Subsection 7.4.4 below is provided to the Participant;
(c)      the Participant's retirement benefit is paid in the form of an annuity and not in the form of a single sum cash payment pursuant to the Participant's election of the benefit form for his retirement benefit (and the other provisions of this Plan);
(d)      the Participant's spouse as of the date the retirement benefit actually begins to be paid (if any) is treated as the Participant's spouse as of the retroactive commencement date for all purposes of the rules of Article 7 of the Plan (and, if the Participant actually had a different spouse as of his retroactive commencement date, such former spouse is not treated for such purposes as the Participant's spouse as of such date except to the extent otherwise required by a qualified domestic relations order as defined in section 206(d)(3) of ERISA and section 414(p) of the Code);
(e)      the Participant's spouse as of the date the benefit actually begins to be paid (if any) consents to the form of the retirement benefit and the retroactive commencement date (even if the form is a Qualified Joint and Survivor Annuity when the spouse's consent would not be required but for the retroactive commencement date applying) in a manner that would satisfy the requirements of Subsection 7.4.2 below;
(f)      the Participant receives a make-up payment to reflect any missed payments from the retroactive commencement date to the date of the actual make-up payment, with an appropriate adjustment for interest from the dates the missed payments would have been made to the date of the actual make-up payment, which interest adjustment will be based on the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the date of the actual make-up payment occurs (as such interest rate is specified for purposes of Code section 417(e)(3) by the Secretary of the Treasury or his delegate in revenue rulings, notices, or other guidance);
(g)      the actual payment of the Participant's retirement benefit begins to be paid within 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the written explanation date or the actual payment of the

28

Exhibit 10.13

Participant's retirement benefit begins to be paid after the end of such 90-day (or, if applicable, 180-day) period solely due to administrative reasons; and
(h)      the date of the first actual payment of the retirement benefit is substituted for the retroactive commencement date for purposes of Subsections 7.1.1 through 7.1.4 above.
If the Participant makes a claim for his retirement benefit under the Plan but fails to elect the specific commencement date of such benefit, then such commencement date shall be set by the Committee (i) to be relatively close to the date on which the Participant files such claim (but not in any event later than the Participant's Required Commencement Date), (ii) to meet all of the requirements of Subsections 7.1.1 through 7.1.4 above, and (iii) to occur in any event after the written explanation date.
7.2      Normal Form of Benefit .

7.2.1      Subject to the other terms of the Plan, if a Participant is not married as of the date a retirement benefit under the Plan commences to be paid to him, such retirement benefit shall be paid in the form of a Single Life Annuity. The monthly amount of such annuity shall be referred to in the other provisions of the Plan as the Participant's “Accrued Benefit Final Payment Amount” and shall be equal to the result obtained:
(a)      first, by multiplying the Participant's Accrued Benefit determined as of the commencement date of such retirement benefit by the Participant's vested percentage determined as of such commencement date;
(b)      second, in the event (and only in the event) such commencement date occurs before the Participant's 65th birthday, by multiplying the amount determined under paragraph (a) immediately above by the factor identified in Table 2 to this Plan as applicable to a payment age that is the Participant's attained age (in whole years and months) as of such commencement date. The calculation called for under this paragraph (b) reduces the Participant's vested Accrued Benefit amount determined under paragraph (a) above by an actuarial factor to reflect the early (pre-age 65) commencement of the Participant's actual retirement benefit to be paid under the Plan; and
(c)      third and last, in the event (and only in the event) such commencement date occurs after the Participant's Normal Retirement Date (for purposes of this paragraph (c), his “post-NRD commencement date”), by increasing the amount determined under paragraph (a) above by the amount, if any, that is needed so that the Participant's retirement benefit when paid in the form of a Single Life Annuity that begins to be paid as of his post-NRD commencement date is at least actuarially equivalent (using the actuarial assumptions referred to in the immediately following sentence) to the Participant's retirement benefit that would have applied if it had been paid in the form of a Single Life Annuity that commenced as of the later of the Participant's Normal Retirement Date or the first day of the Plan Year in which his post-NRD commencement date falls and if his retirement benefit as of his Normal Retirement Date or the first day of each Plan Year beginning after his Normal Retirement Date and on or before his post-NRD commencement date had been deemed to be the amount that would have been determined under paragraph (a) above and this paragraph (c) had the Participant permanently ceased to be a Covered Employee no later than such date or day. The actuarial assumptions referred to in the immediately preceding sentence shall be the applicable interest rate and

29

Exhibit 10.13

applicable mortality assumption that apply under Section 11.5 below as of the Participant's post-NRD commencement date.
7.2.2      Subject to the other terms of the Plan, if a Participant is married as of the date a retirement benefit under the Plan commences to be paid to him, such retirement benefit shall be paid in the form of a Qualified Joint and Survivor Annuity. The following paragraphs of this Subsection 7.2.2 shall determine the monthly amount of such annuity while the Participant is living.
(a)      If the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008 (in which case the Qualified Joint and Survivor Annuity may be a 50%, 75%, or 100% Qualified Joint and Survivor Annuity), then, subject to the provisions of subparagraphs (i) and (ii) below, the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant shall be equal to the monthly amount that makes such annuity actuarially equivalent (using the actuarial assumptions referred to in the immediately following sentence) to the Participant's retirement benefit if it was paid in the form of a Single Life Annuity that commences as of the same commencement date as applies to such Qualified Joint and Survivor Annuity. The actuarial assumptions referred to in the immediately preceding sentence shall be: (1) an interest rate assumption of 6% per annum; and (2) the mortality rates specified in the 2008 Applicable Mortality Table as published by the Internal Revenue Service in the appendix to Revenue Ruling 2007-67.
(i)      Notwithstanding the foregoing provisions of this paragraph (a) and pursuant to the provisions of the first sentence of Subsection 11.5.5 below, if the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008, if the Participant had been a Participant in the Plan prior to January 1, 2008, and if the Participant's retirement benefit is paid in the form of a 50% Qualified Joint and Survivor Annuity, then the monthly amount of such 50% Qualified Joint and Survivor Annuity (that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant) shall not in any event be less than the monthly amount that would be determined for such 50% Qualified Joint and Survivor Annuity had: (A) the Participant permanently ceased to be an Employee no later than as of December 31, 2007 (and thus as if no service or compensation of the Participant were completed or received by him after such date); and (B) instead of and in substitution for the Plan's actuarial assumptions or factors referred to in the second sentence of this paragraph (a), the actuarial assumptions or factors used in the Plan with respect to the determination of the monthly amount of such benefit been the Plan's actuarial assumptions or factors which were in effect as of December 31, 2007 (and which actuarial assumptions and factors are noted in paragraph (b) below).
(ii)      Also notwithstanding the foregoing provisions of this paragraph (a), if the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008, if the Participant had been a Participant in the Plan prior to January 1, 2008, and if the Participant's retirement benefit is paid in the form of a 75% Qualified Joint and Survivor Annuity or a 100% Qualified Joint and Survivor Annuity, then the monthly amount of such 75% Qualified Joint and Survivor Annuity or 100% Qualified Joint and Survivor Annuity (that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant) shall not in any

30

Exhibit 10.13

event be less than the monthly amount that makes such annuity actuarially equivalent (using the actuarial assumptions referred to in the second sentence of this paragraph (a)) to the Participant's retirement benefit if it was paid in the form of a 50% Qualified Joint and Survivor Annuity that commences as of the same commencement date as applies to such 75% Qualified Joint and Survivor Annuity or 100% Qualified Joint and Survivor Annuity.
(b)      If the commencement date of the Participant's retirement benefit occurs prior to January 1, 2008 (in which case the Qualified Joint and Survivor Annuity is a 50% Qualified Joint and Survivor Annuity, since that was the only type of Qualified Joint and Survivor Annuity then permitted under the Plan), then the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant shall be equal to a percentage of the monthly amount that would otherwise have applied to the retirement benefit if it was paid in the form of a Single Life Annuity that commences as of the same commencement date as applies to such Qualified Joint and Survivor Annuity. Such percentage shall be based upon the Participant's attained age on the commencement date of his retirement benefit and in accordance with the following rules: (i) less than 30 years of age, 97%; (ii) at least 30 but less than 40 years of age, 95%; (iii) at least 40 but less than 50 years of age, 92%; and (iv) at least 50 years of age, 90%. Such “97%,” “95%,” “92%,” or “90%” factor, as the case may be, shall for all purposes of the Plan (including the provisions of Section 11.5 below) be considered an actuarial assumption that is used to make the Participant's retirement benefit when payable in the form of a 50% Qualified Joint and Survivor Annuity that commences as of any date prior to January 1, 2008 actuarially equivalent to such retirement benefit when payable in the form of a Single Life Annuity that commences as of the same pre-January 1, 2008 date.
(c)      Further, if the person who is the Participant's spouse on the date as of which the Qualified Joint and Survivor Annuity commences to be paid to the Participant (for purposes of this paragraph (c), the Participant's “spouse”) predeceases the Participant, the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant after the death of his spouse shall be equal to the same monthly amount that would otherwise have applied to the Participant's retirement benefit if it had been paid in the form of a Single Life Annuity beginning as of the same commencement date as applies to such Qualified Joint and Survivor Annuity.
7.3      Optional Forms of Benefit . A Participant entitled to any retirement benefit under the Plan may elect to receive such benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above and provided all of the election provisions of Section 7.4 below are met, in either of the following forms: (a) a Single Life Annuity (which is an optional form only for a Participant who is married as of the date as of which his retirement benefit commences); or (b) a single sum cash payment.

7.3.1      If the Participant elects to receive such retirement benefit in the optional form of a Single Life Annuity, then the monthly amount of such annuity shall be equal to the Participant's Accrued Benefit Final Payment Amount determined as of the commencement date of such retirement benefit.

7.3.2      If the Participant elects to receive such retirement benefit in the optional form of a single sum payment, then the single sum amount of such optional form shall be equal to the greater of:

31

Exhibit 10.13


(a)      the amount that would make the optional single sum payment form actuarially equivalent to the Participant's retirement benefit if such benefit were paid in a Single Life Annuity form which commences as of the later of the Participant's Normal Retirement Date or the same date as of which the optional single sum form is paid and which has a monthly amount equal to the product produced by multiplying (i) the Participant's Accrued Benefit determined as of the date as of which the optional single sum form is paid by (ii) the Participant's vested percentage determined as of the same date, with the actuarial assumptions to be used in determining such amount being the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the date as of which the optional single sum form is paid; or

(b)      the amount produced by multiplying (i) the amount credited to the Participant's Cash Balance Account as of the date as of which the optional single sum form is paid by (ii) the Participant's vested percentage determined as of the same date.

7.4      Claim for Benefit .

7.4.1      A Participant entitled to a retirement benefit under the Plan may, in a writing filed with a Plan representative (on a form prepared or accepted by the Committee), file a claim that such benefit commence and elect to receive his retirement benefit in the normal form that otherwise applies to him under Section 7.2 above or to waive such normal form and instead to have such benefit paid in any optional form permitted him under Section 7.3 above, provided that such claim and election is made: (a) after the date (for purposes of this Section 7.4, the “written explanation date”) on which the latest written explanation as to the Participant's benefit form options and other benefit payment rules and that is described in Subsection 7.4.4 below (for purposes of this Section 7.4, the “written explanation”) is provided to the Participant; (b) no more than 90 days (or, when the date that becomes the commencement date of his retirement benefit under Section 7.1 above has not occurred by December 31, 2006, 180 days) before the date that becomes the commencement date of his retirement benefit under Section 7.1 above; and (c) no later than the date that becomes the commencement date of his retirement benefit under Section 7.1 above (except that his claim for a benefit may be made after the date that becomes the commencement date of his retirement benefit under Section 7.1 above if the provisions of Subsection 7.1.4 above are met).
7.4.2      Notwithstanding the provisions of Subsection 7.4.1 above but subject to the last sentence of this Subsection 7.4.2 and to the provisions of Subsection 7.1.5 above, if a Participant is married on the date as of which his retirement benefit commences, his election of any optional form permitted him under Section 7.3 above is not effective unless the person who is the spouse of the Participant as of the commencement date of the retirement benefit consents, in a writing filed with a Plan representative (on a form prepared or accepted by the Committee), to such election of the named optional form within the same period in which the Participant has to make his election, with the spouse's consent acknowledging the effect of such consent and being witnessed by a notary public or a Plan representative. Any such spouse's consent shall be irrevocable once received by a Plan representative. However, any consent of the Participant's spouse otherwise required under this Subsection 7.4.2 shall not be required if it is established to the satisfaction of a Plan representative that the consent cannot be obtained because no spouse exists, because the spouse cannot reasonably be located, or because of such other circumstances as the Secretary of the Treasury or his delegate allows in regulations.

32

Exhibit 10.13

7.4.3      If a Participant elects a form of payment different than his normal form under Section 7.2 above, he may amend or revoke that election by a written notice filed with a Plan representative (on a form prepared or accepted by the Committee) before the commencement date of his retirement benefit under the Plan (or, if the Participant elects a commencement date for such benefit that is before, or in any event less than 30 days after, the date on which the written explanation is provided to the Participant, he may amend or revoke his election of a form of payment different than his normal form under Section 7.2 above until the later of the commencement date of his retirement benefit as based on his election or the expiration of the seven-day period that begins on the date that immediately follows the written explanation date); provided that if the Participant desires to elect another form of payment different than the normal form applicable to him, the conditions of Subsections 7.4.1 and 7.4.2 above must be satisfied as if that amendment were a new election.
7.4.4      The Committee shall provide each Participant who is entitled to a retirement benefit under the Plan a written explanation of:
(a)      a description of each available form of benefit in which the Participant's retirement benefit can be paid;
(b)      a description of the eligibility conditions and any other material features of each such form of benefit; and
(c)      any other items that are required to be contained in the written explanation by Treasury regulations and/or Internal Revenue Service notices or other guidance, including, for any benefit with a commencement date on or after January 1, 2007 and when and to the extent required by such Treasury regulations or other guidance and to the extent applicable to the Participant's benefit, a description of the financial effect of electing any available form of benefit, the relative value of each optional form of benefit compared to the normal form in which the Participant's benefit will be paid in the absence of the Participant electing out of such form (or, to the extent permitted by such Treasury regulations or other guidance, compared to a different form of benefit), and the right of the Participant to defer receipt of the Participant's benefit and of the consequences of failing to defer such receipt.
7.4.5      The Committee or a Plan representative shall provide the written explanation to a Participant at any time deemed appropriate by the Committee and in any event within a reasonable administrative period after the Participant notifies the Committee that he desires to commence payment of his benefit (if he is then eligible, or if it is anticipated that he will soon be eligible, to commence such benefit) and/or within a reasonable administrative period prior to the latest date that such benefit must commence under the other provisions of the Plan. The written explanation shall be deemed to have been provided the Participant for purposes of the other provisions of the Plan on the date it either is personally delivered to the Participant, is addressed to the Participant and deposited in the mail (first class or certified mail, postage prepaid) by the Committee or a Plan representative, or is provided in such other manner as is permitted by Treasury regulations.

7.5      Automatic Single Sum Payment . The provisions of this Section 7.5 will apply to any retirement benefit of a Participant notwithstanding any other provision of the Plan to the contrary.

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Exhibit 10.13

7.5.1      If any retirement benefit payable under the Plan to a Participant has a present value of $5,000 or less as of such benefit's distribution date (or $1,000 or less as of such benefit's distribution date when such benefit's distribution date occurs on or after March 28, 2005 and such benefit has not begun to be paid to the Participant prior to March 28, 2005), then such retirement benefit will be converted to and paid as a single sum cash payment as of such benefit's distribution date (with the amount of such payment equal to the present value of such benefit as of such date) instead of being paid in any other form or as of any other date.
7.5.2      For purposes of this Section 7.5, the “distribution date” of any Participant's retirement benefit under the Plan means the date as of which the single sum payment amount of such benefit is determined by a Plan representative under the Plan's administrative processes, which date (a) shall occur on or after the date on which the Participant ceases to be an Employee and no more than 90 days before the first date on which the Plan representative is in a position administratively to have the Plan actually distribute such benefit to the Participant ( e.g. , after calculating the single sum payment amount of such benefit, confirming the Participant's ceasing of Employee status, and meeting all requirements set forth in the other provisions of the Plan as to providing the Participant the opportunity to elect a direct rollover of such benefit to the extent a direct rollover of such benefit is permitted under the Code) and (b) shall in no event occur later than the Participant's Required Commencement Date.
7.5.3      For purposes of this Section 7.5, the present value as of any date (for purposes of this Subsection 7.5.3, the “subject date”) of a Participant's retirement benefit shall be equal to the greater of:

(a)      the amount that would make the single sum payment of such amount as of the subject date actuarially equivalent to the Participant's retirement benefit if such benefit were paid in a Single Life Annuity form which commences as of the later of the Participant's Normal Retirement Date or the subject date and which has a monthly amount equal to the product produced by multiplying (i) the Participant's Accrued Benefit determined as of the subject date by (ii) the Participant's vested percentage determined as of the same date, with the actuarial assumptions to be used in determining such amount being the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the date as of which the optional single sum form is paid; or

(b)      the amount produced by multiplying (i) the amount credited to the Participant's Cash Balance Account as of the subject date by (ii) the Participant's vested percentage determined as of the same date.

7.6      Reemployment of Participant Prior to Required Beginning Date . If a Participant ceases to be an Employee, thereby becomes entitled to the distribution of a retirement benefit under the Plan that is attributable to his service prior to such termination of employment (for purposes of this Section 7.6, the Participant's “prior retirement benefit”), and later resumes employment as an Employee, then the following subsections of this Section 7.6 shall apply to such situation.

7.6.1      If payment of the Participant's prior retirement benefit has not been made or begun in any form by the time of the Participant's reemployment and can under reasonable administrative procedures be stopped by the Committee before such payment is made or begins, no payment of his prior retirement benefit shall be made and neither he nor anyone claiming by or through him shall be entitled to receive any Plan benefit solely by reason of his earlier ceasing

34

Exhibit 10.13

to be an Employee.

7.6.2      If payment of the Participant's prior retirement benefit has been made or begun in any form by the time of the Participant's reemployment or cannot in any event be stopped from being made or beginning by the Committee, then: (a) if the Participant's prior retirement benefit was being paid in the form of an annuity and the Participant's earlier ceasing to be an Employee occurred prior to December 31, 1993, the annuity payments of such benefit shall be suspended during any period after his reemployment when he is a Covered Employee; but (b) the payment of his prior retirement benefit shall not be suspended or changed in any manner or at any time in any other case.

7.6.3      The Participant shall be entitled to a new retirement benefit (for purposes of this Subsection 7.6.3, the Participant's “new retirement benefit”) after the earlier of the first date after his reemployment on which the Participant next ceases to be an Employee or his Required Beginning Date. The form and commencement date of the Participant's new retirement benefit shall be determined under the provisions of the foregoing sections of this Article 7 without regard to whether his prior retirement benefit had ever actually been paid or started being paid before the commencement date of his new retirement benefit; except that the monthly or single sum amount of the Participant's new retirement benefit, when it is paid or begins to be paid, shall be determined to be the amount that would apply to the Participant's retirement benefit under the Plan if his prior retirement benefit never had been paid or begun to be paid before the commencement date of his new retirement benefit and if he had never elected under the provisions of Section 8.3 below to waive the death benefit otherwise applicable to him under Section 8.1 or 8.2 below (with such amount being referred to as the “initially determined amount” in this Subsection 7.6.3), subject to the adjustments set forth in the following paragraphs of this Subsection 7.6.3.

(a)      If the payment of the Participant's prior retirement benefit was paid in the form of a single sum payment or was paid in the form of an annuity that was suspended pursuant to the provisions of clause (a) of Subsection 7.6.2 above, then the initially determined amount shall be reduced by the sum of each payment actually made to the Participant of his prior retirement benefit before the commencement date of the Participant's new retirement benefit, together with interest on such payment. When the commencement date of the Participant's new retirement benefit occurs prior to October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the date the Participant is reemployed as an Employee at the rate or rates of interest determined for purposes of 411(c)(2)(C) of the Code for such initial period and from such reemployment date to the commencement date of the Participant's new retirement benefit at the rate or rates that would have been used under Section 5.4 above for determining interest credits amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such latter period. When the commencement date of the Participant's new retirement benefit occurs on or after October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the commencement date of the Participant's new retirement benefit at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such period.

(b)      If the Participant's prior retirement benefit was paid in the form of an annuity that was not suspended upon the Participant's reemployment as an Employee by reason of the provisions of clause (b) of Subsection 7.6.2 above, then the initially determined

35

Exhibit 10.13

amount shall be reduced by an amount equal to the monthly or single sum amount that would apply to the Participant's new retirement benefit if he had performed no services and received no Covered Compensation as a Covered Employee after his reemployment (and if such new retirement benefit commenced as of the commencement date that applies to such new retirement benefit without regard to this paragraph (b)).

(c)      Notwithstanding the provisions of paragraph (a) above, no reduction shall be made in the initially determined amount by reason of the provisions of paragraph (a) above if (i) the Participant had received his prior retirement benefit in the form of a single sum payment prior to both the commencement date of the Participant's new retirement benefit and January 1, 2003, (ii) the Participant is a Covered Employee after his reemployment, and (iii) the Participant repays, before the earlier of (A) five years after the first date on which he is reemployed as a Covered Employee or (B) the date he incurs five consecutive Breaks in Service following the original date as of which the single sum payment of his prior retirement benefit was made, the full amount of such single sum payment plus interest thereon. When such repayment is made prior to October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the date the Participant is reemployed as an Employee at the rate or rates of interest determined for purposes of section 411(c)(2)(C) of the Code for such initial period and from such reemployment date to the repayment date of such payment at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such latter period. When such repayment is made on or after October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the repayment date of such payment at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such period.

7.7      Employment After Age 65 .

7.7.1      Notwithstanding any other provision hereof to the contrary, if a Participant who has attained age 65 remains an Employee but completes less than 40 Hours of Service in any calendar month that begins after he has attained age 65 (and prior to his Required Beginning Date) and in which he is employed as an Employee, he shall be entitled to elect under this Subsection 7.7.1 to commence, as of the first day of any calendar month beginning after such less-than-40 Hour of Service month, the payment of the retirement benefit (if any) he has then accrued and become vested in under the Plan, with such election to be made in accordance with (and subject to) the other provisions of this Plan in the same manner as such provisions would be applied if the Participant had ceased to be an Employee at the end of such less-than-40 Hour of Service month. However, such retirement benefit shall, if it is being paid in the form of an annuity, cease to be paid beginning with the first calendar month subsequent to such less-than-40 Hour of Service month in which the Participant completes 40 or more Hours of Service, unless either the Participant's Required Beginning Date occurs in such subsequent month or both the Participant has by the end of such subsequent month reached his Normal Retirement Age and he elects in a writing filed with the Committee that such benefit shall continue to be paid without interruption (which election to continue the payment of his retirement benefit shall be irrevocable).

7.7.2      In the event a Participant's retirement benefit under the Plan is paid or begins to be paid by reason of the provisions of Subsection 7.7.1 above, then the provisions of

36

Exhibit 10.13

Section 7.6 above and Section 7.8 below shall both be applied in the same manner as if the Participant had ceased to be an Employee, but had then been reemployed as an Employee immediately thereafter, at the end of the latest calendar month which precedes the calendar month in which the Participant's retirement benefit under the Plan commences pursuant to the provisions of Subsection 7.7.1 above.

7.8      Requirements of Code Section 401(a)(9) and Additional Accruals After Required Beginning Date .

7.8.1      Notwithstanding any other provisions of the Plan to the contrary, the requirements of section 401(a)(9) of the Code (as modified to the extent provided in Subsection 2.1.22 above) shall apply to the Plan, and such Code section is hereby incorporated into the Plan. Such Code section (as modified to the extent provided in Subsection 2.1.22 above) requires, among other things, that any Participant's retirement benefit under the Plan must begin to be paid no later than the Participant's Required Beginning Date. The Plan shall apply the requirements of section 401(a)(9) of the Code to any distribution made under the Plan in accordance with any final regulations issued under Code section 401(a)(9) that by their terms apply to such distribution. In this regard, with respect to any distribution made under the Plan for a calendar year beginning on or after the Effective Amendment Date, the Plan shall apply the requirements of section 401(a)(9) of the Code, including the incidental benefit requirements of Code section 401(a)(9)(G), in accordance with the requirements of Treasury Regulations section 1.401(a)(9)-2 through 1.409(a)(9)-9 (as such regulations existed as of April 17, 2002 and as they are subsequently amended, renumbered, or superseded).
7.8.2      Subject to the other provisions of this Section 7.8, if a Participant continues to be employed or is reemployed as an Employee after his Required Beginning Date, any prior distribution of the Participant's retirement benefit under the Plan shall not be suspended (or adjusted in amount or form) merely by reason of such continued employment or reemployment until the Participant next ceases to be an Employee.

7.8.3      Upon the first date after the Participant's Required Beginning Date on which the Participant ceases to be an Employee, his latest retirement benefit under the Plan that began being paid prior to his Required Beginning Date shall be redetermined.

(a)      Any such redetermined retirement benefit shall be paid in the same form as the form in which his latest retirement benefit under the Plan was made to the Participant prior to the applicable redetermination date if such form of prior Plan benefit payments was an annuity form, and any such redetermined retirement benefit shall commence as of the first date after the Participant ceases to be an Employee (following his Required Beginning Date). If the form of his latest retirement benefit under the Plan was not an annuity form, then the form and commencement date of such redetermined retirement benefit shall be determined under the provisions of the foregoing sections of this Article 7 as if no Plan benefit payments prior to the applicable redetermination date had occurred.

(b)      The monthly or single sum amount of his redetermined retirement benefit, when it is paid or begins to be paid as of such redetermination date, shall be the amount that would apply to the Participant's retirement benefit under the Plan if such retirement benefit never had been paid or begun to be paid before the redetermination date but was reduced by the sum of each payment made of such retirement benefit, together with interest on such payment,

37

Exhibit 10.13

compounded annually, from the original date as of which such payment was made to such redetermination date at the rate or rates used for determining interest credit amounts to Cash Balance Accounts for Employees under Section 5.4 above for such period (or, for any portion of such period in which the Participant is not an Employee, at the rate or rates determined under section 411(c)(2)(C) of the Code for such portion); except that, if the form of the Participant's latest retirement benefit under the Plan as of such redetermination date had been an annuity form, the monthly amount of the Participant's redetermined retirement benefit as of such redetermination date shall not be less than the monthly amount of such annuity as in effect immediately prior to such redetermination date.

38

Exhibit 10.13


ARTICLE 8

DEATH BENEFITS

8.1      Unmarried Participants . If an unmarried Vested Participant dies while an Employee or after ceasing to be an Employee but prior to his benefit commencement date, then, unless waived under the provisions of Section 8.3 below, a death benefit shall be paid to his estate. Such death benefit shall be paid in the form of a single sum cash payment that is made as of such benefit's distribution date.

(a)      The amount of such single sum payment shall be equal to the product produced by multiplying the amount credited to the Participant's Cash Balance Account on such date by the Participant's vested percentage determined as of the date of his death.

(b)      For purposes of this Section 8.1, the “distribution date” of an unmarried Vested Participant's estate's death benefit under the Plan means: (i) when the Participant's death occurs prior to March 28, 2005, the first date after the Participant's death that the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (ii) when the Participant's death occurs on or after March 28, 2005, on a date chosen by the Committee that occurs after the Participant's death and no more than 90 days before the first date after such death on which the Plan is in a position administratively to actually distribute such benefit to the estate ( e.g. , after calculating the single sum payment amount of such benefit and confirming the Participant's death).

8.2      Married Participants . If a married Vested Participant dies while an Employee or after ceasing to be an Employee but prior to his benefit commencement date, then, unless waived under the provisions of Section 8.3 below and subject to the following provisions of this Section 8.2, the Participant's surviving spouse shall be entitled to a death benefit that is described in and payable under the following subsections of this Section 8.2.

8.2.1      The Participant's surviving spouse may, after the Participant's death and in accordance with reasonable administrative procedures adopted by the Committee, elect to receive such death benefit in the form of a single sum cash payment that is paid: (1) when the Participant's death occurs prior to March 28, 2005, as of the first date after such spouse's election on which the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (2) when the Participant's death occurs on or after March 28, 2005, as of a date chosen by the Committee under its administrative processes that occurs after such spouse's election and no more than 90 days before the first date after such death on which the Plan is in a position administratively to distribute such benefit to the surviving spouse ( e.g. , after calculating the single sum payment amount of such benefit, confirming the Participant's death, and meeting all requirements set forth in the other provisions of the Plan as to providing the spouse an opportunity to elect a direct rollover of such benefit in the event a direct rollover of such benefit is permitted under the Code). The amount of such single sum payment shall be equal to the product produced by multiplying (1) the amount credited to the Participant's Cash Balance Account as of such date by (2) the Participant's vested percentage determined as of the date of his death.

(a) It is provided, however, that if the Participant's surviving spouse fails to elect in writing to have such death benefit paid in one single sum under the foregoing

39

Exhibit 10.13

provisions of this Subsection 8.2.1, such death benefit shall be paid to the Participant's spouse in the form of a monthly annuity that is payable for the life of the Participant's spouse and that commences as of the later of the date which would be the Participant's Normal Retirement Date if he had not died or the first date following the Participant's death on which the Plan is administratively able to determine the amount of such benefit in preparation for its distribution. Notwithstanding the foregoing, if the Participant dies before his Normal Retirement Date, the Participant's surviving spouse may elect, after the Participant's death and prior to the date which would have been the Participant's Normal Retirement Date if he had not died and in accordance with reasonable administrative procedures adopted by the Committee, to commence such monthly annuity prior to the date which would have been the Participant's Normal Retirement Date if he had not died. If such election is made, such annuity shall commence as of a date (set by the Committee) that is within a reasonable administrative period after such spouse's election and prior to the date which would have been the Participant's Normal Retirement Date if he had not died.

(b)      The monthly amount of any annuity described in paragraph (a) above shall be the amount that makes such annuity actuarially equivalent to such death benefit if such benefit had been paid in the form of a single sum payment that is made as of the date as of which the annuity commences to be paid and that has an amount equal to the product produced by multiplying (i) the amount credited to the Participant's Cash Balance Account as of the date as of which the annuity commences to be paid by (ii) the Participant's vested percentage determined as of the date of his death. The actuarial assumptions to be used in determining such monthly amount shall be the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the commencement date of such annuity.

8.2.2      Notwithstanding the provisions of Subsection 8.2.1 above, if (1) the death benefit payable under this Section 8.2 to the surviving spouse of a Vested Participant has a present value of $5,000 or less as of such benefit's distribution date and (2) such benefit has not begun to be paid to the Participant's surviving Spouse prior to such benefit's distribution date, then such death benefit shall be converted to and paid as a single sum cash payment as of such benefit's distribution date (with the amount of such payment equal to the present value of such benefit as of such date).

(a)      For purposes of this Subsection 8.2.2, the present value as of the distribution date of such spouse's death benefit shall be equal to the product produced by multiplying (i) the amount credited to the Participant's Cash Balance Account as of the distribution date by (ii) the Participant's vested percentage determined as of the date of his death.

(b)      Also for purposes of this Subsection 8.2.2, the “distribution date” of a Participant's surviving spouse's death benefit under the Plan means the date as of which the single sum payment amount of such benefit is: (i) when the Participant's death occurs prior to March 28, 2005, the first date after the Participant's death that the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (ii) when the Participant's death occurs after March 28, 2005, a date chosen by the Committee that occurs after the Participant's death and no more than 90 days before the first date after such death on which the Plan is in a position administratively to actually distribute such benefit to the surviving spouse, ( e.g. , after calculating the single sum payment amount of such benefit, confirming the Participant's death, and meeting all requirements set forth in the other provisions of the Plan as to providing the spouse an opportunity to elect a direct rollover of such benefit to the extent a direct rollover of such benefit is permitted under the Code).

40

Exhibit 10.13

8.2.3      Notwithstanding the provisions of Subsections 8.2.1 and 8.2.2 above, in no event shall the monthly amount or single sum amount of the death benefit payable to the married Vested Participant's surviving spouse under Subsection 8.2.1 or 8.2.2 above be less than the monthly or single sum amount (as appropriate) that makes such benefit actuarially equivalent to the survivor benefit that would otherwise have been paid to such spouse if such Participant had ceased to be an Employee prior to his death (if he had not already done so) and had begun the payment of the retirement benefit to which he was entitled in the form of a 50% Qualified Joint and Survivor Annuity commencing immediately prior to the date as of which the

death benefit payable to his surviving spouse under this Section 8.2 commences or is paid. The actuarial assumptions to be used in determining such monthly or single sum amount shall be the applicable interest rate and the applicable mortality assumption that apply under Section 11.5 below as of the commencement date of such benefit.

8.2.4      Further, notwithstanding the foregoing provisions of this Section 8.2, if the surviving spouse of a Vested Participant is entitled to a death benefit under the foregoing provisions of this Section 8.2 but the spouse dies before the date as of which such death benefit is to be paid or begin to be paid under the foregoing provisions of this Section 8.2, then such death benefit shall be paid to the estate of the spouse in the form of a single sum cash payment that is equal to the product produced by multiplying (a) the amount credited to the Participant's Cash Balance Account as of the date of the spouse's death by (b) the Participant's vested percentage determined as of the date of his death and is paid as of the day next following the date of the spouse's death.

8.3      Waiver of Death Benefit . If a Participant ceases to be an Employee but remains a Participant, he may elect to waive the death benefit otherwise applicable to him under Section 8.1 or 8.2 above. In the event of such a waiver, then, notwithstanding any of the provisions of Subsection 5.4.5 above to the contrary, the assumed annualized interest rate applicable to his Cash Balance Account under Subsection 5.4.5 above shall be 4% (instead of 3.5%) while the waiver is in effect. The waiver referred to in this Section 8.3 shall also be subject to the following subsections of this Section 8.3.

8.3.1      In the case of an unmarried Participant: (a) such waiver may be elected (and put into effect) or revoked in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) at any time prior to his death; and (b) such waiver shall be automatically revoked if the Participant marries and fails to make the election called for under Subsection 8.3.2 below.

8.3.2      In the case of a married Participant: (a) such waiver may be elected (and put into effect) or revoked in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) at any time prior to his death; (b) the Participant's spouse must consent in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) to the election of the waiver (with such consent acknowledging the effect of the election and being witnessed by a Plan representative or notary public); (c) in the case of a waiver made before the Plan Year in which the Participant attains age 35, such waiver shall be automatically revoked on the first day of the Plan Year in which the Participant attains age 35 (and must be reelected on or after such date in order to become again effective); and (d) within the applicable period, the Participant shall be provided a written explanation of the death benefit under Section 8.2 above in a manner comparable to the explanation that is provided under

41

Exhibit 10.13

Subsection 7.4.4 above. The “applicable period” for giving the written explanation under clause (d) of the immediately preceding sentence shall be whichever of the following periods ends later: (a) the first day of the three-year period ending on the last day of the Plan Year in which the Participant attains age 35; or (b) the two-year period ending one year after the date on which the Participant becomes a Participant. Notwithstanding the foregoing, in the case of a Participant who ceases to be an Employee prior to the Plan Year in which he attains age 35, such explanation also must be provided within the three-year period ending on the first anniversary of the date on which he ceases to be an Employee.

42

Exhibit 10.13


ARTICLE 9

SPECIAL MINIMUM, EARLY RETIREMENT
WINDOW, AND TRANSITION BENEFITS

9.1      Minimum Benefit . Notwithstanding any other provision hereof to the contrary, if a Participant has his Cash Balance Account include an amount (for purposes of this Section 9.1, the “prior plan amount”) that derives from an Accrued Benefit under the Prior Pension Plan (or an accrued benefit under another plan) by reason of the provisions of Section 5.2 above, then, when determined as of any date (for purposes of this Section 9.1, the “subject date”):

9.1.1      his Accrued Benefit Final Payment Amount (as otherwise is generally calculated under the provisions of Subsection 7.2.1 above) shall not be less than the product produced by multiplying (a) the monthly amount that would have applied to the Participant's retirement benefit under the terms of the plan from which the prior plan amount derives (as determined as of the date that immediately precedes the date as of which the prior plan amount is credited to the Participant's Cash Balance Account and as if the Participant had ceased accruing any further benefits under such plan as of such date) if such benefit were paid in the form of a Single Life Annuity that commences as of the later of the Participant's 65 th birthday or the subject date by (b) a factor derived from Table 2 under the Plan as in effect immediately prior to January 1, 1997 (or, if the prior plan amount derives from a plan other than the Prior Pension Plan, the corresponding early commencement table of such other plan) that applies to non-cash balance benefits and a payment age that is the Participant's attained age (in whole years and months) as of the subject date; and

9.1.2      his Accrued Benefit (as otherwise is generally calculated under the provisions of Subsection 2.1.1 above) shall not be less than the monthly amount that would have applied to the Participant's retirement benefit under the terms of the plan from which the prior plan amount derives (as determined as of the date that immediately precedes the date as of which the prior plan amount is credited to the Participant's Cash Balance Account and as if the Participant had ceased accruing any further benefits under such plan as of such date) if such benefit were paid in the form of a Single Life Annuity that commences as of the later of the Participant's 65 th birthday or the subject date.

9.2      Transition Retirement Benefits . The provisions of this Section 9.2 shall apply notwithstanding any other provision of the Plan.

9.2.1      When determined as of any date (for purposes of this Subsection 9.2.1, the “subject date”), the Accrued Benefit Final Payment Amount (as is otherwise generally calculated under the provisions of Subsection 7.2.1 above) of a Transition Group Participant (as defined in Subsection 9.2.4(d) below) shall not be less than: (a) if the subject date occurs on or after the Transition Group Participant's Normal Retirement Date or in any event is a date as of which a retirement benefit could have commenced to the Transition Group Participant under the terms of the Prior Pension Plan had the Prior Pension Plan continued in effect unamended, the Transition Group Participant's Prior Pension Plan Amount determined as of the subject date under the provisions of Subsection 9.2.4(a) below; or (b) if the subject date occurs prior to the Transition Group Participant's Normal Retirement Date and is not a date as of which a retirement benefit could have commenced to the Transition Group Participant under the terms of the Prior Pension Plan had the Prior Pension Plan continued in effect unamended, the product produced by

43

Exhibit 10.13

multiplying (i) the Transition Group Participant's Prior Pension Plan Amount determined as of his 65 th birthday under the provisions of Subsection 9.2.4(a) below by (ii) a factor derived from Table 2 to the Plan as in effect immediately prior to January 1, 1997 that applies to non-cash balance benefits and a payment age that is the Participant's attained age (in whole years and months) as of the subject date. In addition, when determined as of the subject date, the Transition Group Participant's Accrued Benefit (as is otherwise generally calculated under the provisions of Subsection 2.1.1 above) shall not be less than the Transition Group Participant's Prior Pension Plan Amount determined as of the later of his 65 th birthday or the subject date under the provisions of Subsection 9.2.4(a) below.

9.2.2      In no event shall the monthly amount of any death benefit provided under Article 8 above to a surviving spouse of a Transition Group Participant (as defined in Subsection 9.2.4(d) below), determined as if such benefit were paid in the form of a monthly annuity for the life of the surviving spouse that commences as of the date as of which such death benefit commences to be paid, be less than the surviving spouse's Prior Pension Plan Survivor Amount (as defined in Subsection 9.2.4(b) below) when determined as of the applicable determination date.

9.2.3      If a Transition Group Participant (as defined in Subsection 9.2.4(d) below) whose Term of Employment (as defined in the Prior Pension Plan) at the time he ceases to be an Employee is 15 or more years and who is not a Service Pension Eligible Participant (as defined in Subsection 9.2.4(c) below) becomes totally disabled ( i.e. , unable to perform the requirements of his job with the Participating Companies) as a result of sickness or injury (other than by accidental injury arising out of and in the course of employment as an Employee) and, as a consequence of such disability, ceases to be an Employee, he shall be entitled to receive a monthly disability benefit that commences on the day next following the date he ceases to be an Employee by reason of his total disability and is payable until the earliest of (1) the date on which he is no longer disabled, (2) the date on which he attains age 65, (3) the date as of which his retirement benefit under the Plan is paid or begins to be paid, or (4) the date of his death. The monthly amount of the disability benefit provided under this Subsection 9.2.3 to the Transition Group Participant shall be equal to the monthly amount of the retirement benefit that he accrues under the Plan to the date he ceases to be an Employee (determined as if such retirement benefit were paid in the form of a Single Life Annuity that commences as of the Participant's 65 th birthday).

9.2.4      For purposes of this Section 9.2, the following terms shall have the meanings set forth below.

(a)      “Prior Pension Plan Amount” means, with respect to any Transition Group Participant and as of any date (for purposes of this paragraph (a), the “subject date”), the monthly amount of the pension benefit to which the Transition Group Participant would have been entitled under the Prior Pension Plan, determined as if such benefit were paid in the form of a Single Life Annuity that commences as of the subject date, if, subject to the adjustments set forth below (and except as is otherwise noted below), (1) he had permanently ceased to be an Employee on (and received no compensation and completed no service after) the earlier of the latest date he ceased to be an Employee before the subject date or December 31, 1998 and (2) the Prior Pension Plan had continued in effect unamended except that the applicable “averaging period” used to compute the Transition Group Participant's Adjusted Career Income under such plan shall be deemed to be the 60-month period ending on the earlier of the date he ceased to be an Employee or December 31, 1998 and the Transition Group Participant's “compensation” used under the Prior Pension Plan for any period after December

44

Exhibit 10.13

30, 1993 shall be deemed to be his Covered Compensation. Notwithstanding the foregoing, the adjustments set forth in the following subparagraphs of this paragraph (a) shall apply in determining the Transition Group Participant's Prior Pension Plan Amount.

(i)      The Transition Group Participant's Prior Pension Plan Amount shall in no event be deemed to be less than if it had been determined under the foregoing provisions of this paragraph (a) except that the Transition Group Participant is treated as permanently ceasing to be an Employee on (and as if he received no compensation and completed no service after) January 31, 1992.

(ii)      If the Transition Group Participant was a Special Eligibility Participant (as defined in the Plan as in effect immediately prior to January 1, 1997 and reflecting a Participant who was eligible for an early retirement “window” benefit that was offered in 1995 under the Plan), then his Prior Pension Plan Amount shall in no event be deemed to be less than if it had been determined under the foregoing provisions of this paragraph (a) but modified to the extent provided under the terms of the Plan as in effect immediately prior to January 1, 1997 by reason of the Participant being such a Special Eligibility Participant.

(b)      “Prior Pension Plan Survivor Amount” means, with respect to a surviving spouse of any Transition Group Participant and as of any date (for purposes of this paragraph (b), the “subject date”), the monthly amount of the survivor pension benefit to which the surviving spouse would have been entitled under the Prior Pension Plan, determined as if such benefit were paid in the form of a monthly annuity for the life of the surviving spouse that commences as of the subject date, if: (i) the Transition Group Participant had died before the commencement date of the Transition Group Participant's pension benefit that had accrued under the Prior Pension Plan; and (ii) the monthly amount of the Transition Group Participant's pension benefit that had accrued under the Prior Pension Plan immediately prior to the date of his death, determined as if such benefit were paid in the form of a Single Life Annuity that commenced immediately prior to the subject date, had been equal to his Prior Pension Plan Amount (determined as of the subject date).

(c)      “Service Pension Eligible Participant” means a Transition Group Participant who either (i) has attained at least age 60 and has a Term of Employment of at least 10 years, (ii) has attained at least age 55 and has a Term of Employment of at least 20 years, (iii) has attained at least age 50 and has a Term of Employment of at least 25 years, or (iv) has a Term of Employment of at least 30 years (regardless of his age). Such Term of Employment shall, for purposes of this paragraph (c), be determined under the terms of the Prior Pension Plan except that section 4.1.8 of such plan shall be disregarded.

(d)    “Transition Group Participant” means a Participant who meets either the conditions of subparagraph (i) below or the conditions of subparagraph (ii) below:

(i)      A Participant meets the conditions of this subparagraph (i) if (A) he on December 31, 1993 was a Covered Employee, (B) he had completed by December 31, 1993 at least five full years of Vesting Service, and (C) either his Term of Employment (as defined in the Prior Pension Plan) on December 31, 1993 was at least 20 full years or the sum of his attained age and Term of Employment on December 31, 1993 (in actual years, months, and days) totaled at least 65 full years.

(i) A Participant meets the conditions of this subparagraph (ii)

45

Exhibit 10.13

if (A) he on December 31, 1993 was an Employee and was then a participant in the defined benefit pension plan sponsored by the Company that was then named the Cincinnati Bell Pension Plan (for purposes of this subparagraph (ii), the “CBPP”), (B) he had completed by December 31, 1993 at least five full years of vesting service under the CBPP, and (C) either his Term of Employment (as defined in the CBPP as in effect on December 31, 1993) on December 31, 1993 was at least 20 full years or the sum of his attained age and Term of Employment on December 31, 1993 (in actual years, months, and days) totaled at least 65 full years.

9.3      Transition Death Benefits .

9.3.1      Subject to the terms of the following subsections of this Section 9.3, in the event of the death of a Participant who was a Participant in the Prior Death Benefit Plan on December 30, 1993, such Participant's beneficiaries shall be entitled to receive the same death benefit, and in the same form and amount, which they would have been entitled to receive if the Prior Death Benefit Plan had continued in effect unamended, except that (a) no burial expenses or other expenses incident to the death of the Participant shall be paid and (b) the payment of such death benefit shall only be made in the form of a single sum cash payment.

9.3.2      For purposes of this Section 9.3, except as provided below, the “Prior Death Benefit Plan” means those provisions of the Prior Pension Plan which dealt with the death benefits provided under section 5 of the Prior Pension Plan. However, for purposes of determining the amount of death benefit payable under the Prior Death Benefit Plan, a Participant's “Wages” shall be deemed to be:

(a)      if the Participant was on an active payroll of a Participating Company on December 31, 1993, his rate of base pay plus differentials from the Participating Companies as in effect on such date (or, if the Participant on such date was on a disability or other leave of absence, the rate of base pay plus differentials which would have been in effect on such date if he had returned from such leave on such date) plus the commissions, team awards, and bonuses paid the Participant by the Participating Companies during 1993, but excluding any overtime or vacation buy back of the Participant; or

(b)      if the Participant was not on an active payroll of a Participating Company on December 31, 1993, his rate of base pay plus differentials from the Participating Companies as in effect on the latest date prior to December 31, 1993 on which he was on such an active payroll (or, if the Participant on such pre-December 31, 1993 date was on a disability or other leave of absence, the rate of base pay plus differentials which would have been in effect on such pre-December 31, 1993 date if he had returned from such leave on such date) plus the commissions, team awards, and bonuses paid the Participant by the Participating Companies during the twelve consecutive month period ending on the latest date prior to December 31, 1993 on which the Participant was on such an active payroll, but excluding any overtime or vacation buy back of the Participant.

9.3.3      Notwithstanding any other provision of the Plan (or the Prior Death Benefit Plan), the amount of any death benefit that becomes payable under the foregoing subsections of this Section 9.3 (and under the Prior Death Benefit Plan) with respect to any person who (a) is or was a participant in the Plan, (b) did not have his employment with the Affiliated Employers end prior to July 1, 1989, and (c) dies on or after January 1, 2008 shall not in any event exceed $15,000 (or, if less, the amount of such death benefit that would apply in the absence of the provisions of this Subsection 9.3.3).

46

Exhibit 10.13


ARTICLE 10

MAXIMUM RETIREMENT BENEFIT LIMITATIONS

10.1      Maximum Plan Benefit .
10.1.1      General Rules . Subject to the other provisions of this Section 10.1 but notwithstanding any other provision of this Plan to the contrary, in no event, during any limitation year, shall the annual amount of a Participant's retirement benefit accrued or payable at any time under this Plan, when expressed in the form of a Single Life Annuity and in accordance with the adjustments described in the following provisions of this Section 10.1, exceed the maximum permissible benefit. For purposes of this Section 10.1 and subject to the adjustments described in the following provisions of this Section 10.1, the “maximum permissible benefit” is the lesser of the defined benefit dollar limitation, as defined in paragraph (a) of this Subsection 10.1.1, or the defined benefit compensation limitation, as defined in paragraph (b) of this Subsection 10.1.1.
(a)      Defined Benefit Dollar Limitation . For purposes of this Section 10.1, the “defined benefit dollar limitation” is $160,000, as adjusted, effective January 1 of each calendar year, under section 415(d) of the Code in such manner as the Secretary of the Treasury or his delegate shall prescribe. A limitation as adjusted under Code section 415(d) as of the January 1 of any calendar year shall apply to the limitation year ending with or within such calendar year.
(b)      Defined Benefit Compensation Limitation . For purposes of this Section 10.1 and subject to subparagraphs (i) and (ii) of this paragraph (b), the “defined benefit compensation limitation” is 100% of the Participant's average annual compensation received during the three consecutive calendar years which produce the highest dollar result (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, 100% of the Participant's average annual compensation received during the three consecutive calendar years both during which he is a Participant in the Plan and which produce the highest dollar result).
(i)      Notwithstanding the foregoing provisions of this paragraph (b), if the Participant is an Employee for less than three consecutive calendar years (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, if the Participant is both an Employee and a Participant for less than three consecutive calendar years), the Participant's “defined benefit compensation limitation” shall for purposes of this Section 10.1 be deemed to be the quotient obtained by dividing (1) the Participant's compensation received during the Participant's longest consecutive period of service as an Employee (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, the Participant's compensation received during the Participant's longest consecutive period of service as both an Employee and a Participant) by (2) the number of years in that period (including fractions of years, but not less than one year).
(ii)      For purposes of the foregoing provisions of this paragraph (b), if the Participant ceases to be an Employee and is subsequently rehired as an Employee, all years for which the Participant performs no services as an Employee and receives no compensation for his services as an Employee (for purposes of this subparagraph (ii), the “break period”) shall be ignored in determining the Participant's defined benefit compensation limitation and the year of service immediately prior to and the year of service immediately after the break

47

Exhibit 10.13

period shall be treated as if they were consecutive.
10.1.2      Necessary Terms . For purposes of the restrictions and rules set forth in this Section 10.1, the terms set forth in the following paragraphs of this Subsection 10.1.2 shall apply.
(a)      A Participant's “compensation” shall refer to his Compensation as defined in Section 10.3 below.
(b)      The “limitation year” for purposes of the restrictions under this Section 10.1 shall be the Plan Year.
10.1.3      Procedures for Applying Limitation . This Subsection 10.1.3 describes the adjustments that are made in a Participant's retirement benefit accrued or payable under the Plan, in the defined benefit dollar limitation, and in the defined benefit compensation limitation when determining whether such retirement benefit meets the requirements of Subsection 10.1.1 above. For any limitation year, the Participant's retirement benefit accrued or payable at any time under the Plan shall be limited to the extent necessary so that, if such limit would be deemed to have applied under the provisions of the Plan that do not include the provisions of this Section 10.1, the annual amount of the actual equivalent benefit-form Single Life Annuity determined in Step 1 below cannot and shall not exceed the lesser of the annual amount of the maximum equivalent age-adjusted Single Life Annuity determined in Step 2 below or the annual amount of the maximum equivalent compensation-adjusted Single Life Annuity determined in Step 3 below.
(a)      Step 1 : This Step 1 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the commencement date of the Participant's actual retirement benefit under the Plan (for purposes of this Subsection 10.1.3, the “actual commencement date”), would have an annual amount calculated in accordance with subparagraphs (i) and (ii) of this paragraph (a). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “actual equivalent benefit-form Single Life Annuity.”
(i)      When the form of the Participant's actual retirement benefit under the Plan is a Single Life Annuity or a Qualified Joint and Survivor Annuity that commences as of the actual commencement date, then the annual amount of the actual equivalent benefit-form Single Life Annuity shall be equal to the annual amount that would apply to the Participant's actual retirement benefit under the Plan (that is paid in the form of a Single Life Annuity or a Qualified Joint and Survivor Annuity that commences as of the actual commencement date) if the provisions of this Section 10.1 were disregarded.
(ii)      When the form of the Participant's actual retirement benefit under the Plan is a single sum payment (which is the only form of benefit other than a Single Life Annuity or a Qualified Joint and Survivor Annuity available under the Plan) that is made as of the actual commencement date, then the annual amount of the actual equivalent benefit-form Single Life Annuity shall be equal to the greatest of:
(A)      the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made

48

Exhibit 10.13

as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the combination of the interest rate assumption and the mortality assumption that is specified and would be used under the other provisions of the Plan for determining the actuarial equivalence of two benefits whose only difference is one is paid in the form of an Annuity and the other is paid in the form of a single sum payment;
(B)      the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the applicable interest rate and the applicable mortality assumption (as such terms are defined in Subsection 10.1.4 below). Notwithstanding the foregoing, the reference to “the applicable interest rate” in the immediately preceding sentence shall be deemed to be a reference to “an interest rate of 5.5% per annum” if the Participant's actual retirement benefit under the Plan is paid in the form of a single sum payment as of any date that occurs during a Plan Year that begins on or after January 1, 2004; or
(C)      if and only if the Participant's actual retirement benefit under the Plan is paid in the form of a single sum payment as of any date that occurs during a Plan Year that begins on or after January 1, 2006, the quotient produced by dividing (1) the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the applicable interest rate and the applicable mortality assumption (as such terms are defined in Subsection 10.1.4 below) by (2) 1.05.
(b)      Step 2 : This Step 2 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the actual commencement date, would have an annual amount calculated in accordance with subparagraphs (i), (ii), and (iii) of this paragraph (b). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “maximum equivalent age-adjusted Single Life Annuity.”
(i)      If the actual commencement date occurs before the date the Participant first attains age 65 and on or after the date on which the Participant first attains age 62, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date).
(ii)      If the actual commencement date occurs before the date on which the Participant first attains age 62, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the lesser of:
(A)      the product obtained by multiplying (1) the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date) by (2) a fraction that has a numerator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if it was paid in the form of a Single Life Annuity that commences as of the actual

49

Exhibit 10.13

commencement date and if the provisions of this Section 10.1 were disregarded and a denominator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 62 and if the provisions of this Section 10.1 were disregarded; or
(B)      the annual amount that would make the maximum equivalent age-adjusted Single Life Annuity actuarially equivalent to a hypothetical retirement benefit that would apply to the Participant under the Plan if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 62, if its annual amount were the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date), and if the actuarial assumptions used to determine such actuarial equivalence were an interest rate of 5% per annum and the applicable mortality assumption (as such term is defined in Subsection 10.1.4 below and applied by expressing the Participant's age based on completed months as of the actual commencement date). Notwithstanding the foregoing provisions of this clause (B), the actuarial assumptions referred to in the immediately preceding sentence shall not reflect the probability of the Participant's death between the actual commencement date and the date on which the Participant first attains age 62 to the extent that the Participant's retirement benefit under the Plan will not be forfeited upon the death of the Participant.
(iii)      If the actual commencement date occurs after the date on which the Participant first attains age 65, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the lesser of:
(A)      the product obtained by multiplying (1) the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date) by (2) a fraction that has a numerator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if the Participant permanently ceased to be an Employee when he first attained age 65, if it was paid in the form of a Single Life Annuity that commences as of the actual commencement date, and if the provisions of this Section 10.1 were disregarded and a denominator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if the Participant permanently ceased to be an Employee when he first attained age 65, if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 65, and if the provisions of this Section 10.1 were disregarded; or
(B)      the annual amount that would make the maximum equivalent age-adjusted Single Life Annuity actuarially equivalent to a hypothetical retirement benefit that would apply to the Participant under the Plan if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 65, if its annual amount were the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date), and if the actuarial assumptions used to determine such actuarial equivalence were an interest rate of 5% per annum and the applicable mortality assumption (as such term is defined in Subsection 10.1.4 below and applied by expressing the Participant's age based on completed months as of the actual commencement date). Notwithstanding the foregoing provisions of this clause (B), the actuarial assumptions referred to in the immediately preceding sentence shall not reflect the probability of the Participant's death between the date on which the Participant first attains age 65 and the actual commencement date to the extent that the Participant's retirement benefit under the Plan will not be forfeited upon the death of the Participant between the date on which the Participant

50

Exhibit 10.13

first attains age 65 and the actual commencement date.
(c)      Step 3 : This Step 3 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the actual commencement date, would have an annual amount calculated in accordance with the last sentence of this paragraph (c). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “maximum equivalent compensation-adjusted Single Life Annuity.” In all cases, the annual amount of the maximum equivalent compensation-adjusted Single Life Annuity shall be equal to the defined benefit compensation limitation set forth in Subsection 10.1.1(b) above that applies to the Participant.
10.1.4      Applicable Interest Rate and Applicable Mortality Assumption .
(a)      For purposes of this Section 10.1, the “applicable interest rate” means, with respect to adjusting any benefit or limitation applicable to any single sum form of benefit, an interest rate determined as follows.
(i)      When the commencement date of the benefit occurs during any limitation year that begins prior to January 1, 2008, the applicable interest rate shall be the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which falls such commencement date and as such rate is published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such month.
(ii)      When the commencement date of the benefit occurs during any limitation year that begins on or after January 1, 2008, the applicable interest rate shall be the adjusted first, second, and third segment rates (as such terms are defined in Code section 417(e)(3)(D)) applied under rules similar to the rules of Code section 430(h)(2)(C) for the fifth calendar month which precedes the first calendar month included in the Plan Year in which falls such commencement date and as such rate is published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such month.
(b)      Also for purposes of this Section 10.1, the “applicable mortality assumption” means, with respect to adjusting any benefit or limitation of a retirement benefit, a mortality assumption determined as follows.
(i)      When the commencement date of the benefit occurs during any limitation year that begins prior to January 1, 2009, the applicable mortality assumption shall be based on the mortality table prescribed by the Secretary of the Treasury or his delegate as the applicable mortality table under section 415(b) of the Code as of the date as of which the applicable benefit is paid (determined without regard to any change in the mortality table prescribed in Code section 415(b) that is made under the Worker, Retiree, and Employer Recovery Act of 2008). Such table is based on the prevailing commissioners' standard table, described in section 807(d)(5)(A) of the Code, used to determine reserves for group annuity contracts, without regard to any other subparagraph of section 807(d)(5) of the Code. In accordance with the immediately preceding two sentences:
(A)      for Plan benefits with commencement dates prior to January 1, 2009 and on or after December 31, 2002, the mortality table referred to in such preceding sentences shall be deemed to be the mortality table prescribed in Revenue Ruling

51

Exhibit 10.13

2001-62; and
(B)      for Plan benefits with commencement dates prior to December 31, 2002, the mortality table referred to in such preceding sentences shall be deemed to be the mortality table prescribed in Revenue Ruling 95-6.
(ii)      When the commencement date of the benefit occurs during any limitation year that begins on or after January 1, 2009, the applicable mortality assumption shall be determined under the mortality table published by the Internal Revenue Service under Code section 417(e)(3) for such limitation year. In accordance with the immediately preceding sentence:
(A)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the limitation year beginning in 2009, 2010, 2011, 2012, or 2013 (but no later limitation year) shall be determined under the column labeled “Unisex” of the applicable mortality tables that apply to the specific limitation year (the limitation year beginning in 2009, 2010, 2011, 2012, or 2013) in which such commencement date occurs as such tables are published in the appendix to the Internal Revenue Service's Notice 2008-85; and
(B)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in a limitation year later than the limitation year beginning in 2013 shall be determined under the applicable mortality table published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such later limitation year.
10.1.5      Reduction for Participation or Service of Less Than Ten Years .
(a)      In the case of a Participant who has less than ten years of participation in this Plan when his retirement benefit under the Plan commences, the defined benefit dollar limitation shall be adjusted for all purposes of this Section 10.1 (including for purposes of determining the maximum equivalent age-adjusted Single Life Annuity described in Step 2 of Subsection 10.1.3 above) so as to be equal to the defined benefit dollar limitation (determined without regard to this Subsection 10.1.5) multiplied by a fraction. The numerator of such fraction is the Participant's years (and any fraction thereof) of participation in the Plan at the time his benefit commences (or 1, if greater), and its denominator is ten.
(b)      Further, in the case of a Participant who has less than ten years of Vesting Service as of the date on which his retirement benefit under the Plan commences, the defined benefit compensation limitation shall be adjusted for all purposes of this Section 10.1 (including for purposes of determining the maximum equivalent compensation-adjusted Single Life Annuity described in Step 3 of Subsection 10.1.3 above) so as to be equal to such limitation (determined without regard to this Subsection 10.1.5) multiplied by a fraction. The numerator of such fraction is the Participant's years of Vesting Service as of the date his benefit commences (or 1, if greater), and its denominator is ten.
10.1.6      Preservation of Prior Plan Benefits . Notwithstanding any of the foregoing provisions of this Section 10.1, in no event shall the foregoing provisions of this Section 10.1 cause by themselves a Participant's Accrued Benefit (or the annual or lump sum amount of a Participant's actual retirement benefit under the Plan) to be less than his Accrued Benefit

52

Exhibit 10.13

determined as of (or the annual or lump sum amount that would apply to his actual retirement benefit if the Participant had earned no additional benefit amount after and in fact had ceased to be a Covered Employee no later than) December 31, 2007, to the extent such Accrued Benefit (or such annual or lump sum amount of his actual retirement benefit) is determined solely on the basis of the provisions of the Plan that were both adopted and in effect before April 5, 2007 (including the provisions of the Plan that then reflected the requirements of section 415 of the Code).
10.1.7      Combining of Plans . If any other defined benefit plans (as defined in section 414(j) of the Code) in addition to this Plan are maintained by one or more Affiliated Employers, then the limitations set forth in this Section 10.1 shall be applied as if this Plan and such other defined benefit plans are a single plan. If any reduction or adjustment in a Participant's retirement benefit is required by this Section 10.1, such reduction or adjustment shall when necessary be made to the extent possible under any of such other defined benefit plan or plans in which the Participant actively participated ( i.e. , performed service which is taken into consideration in determining the amount of his benefit under the benefit formulas of the other plan or plans) at a later point in time (that occurs by the end of the applicable limitation year) than the latest point in time (that occurs by the end of the applicable limitation year) at which he actively participated in this Plan (provided such other plan or plans provide for such adjustment in such situation). To the extent still necessary, such adjustment shall be made under this Plan.
10.1.8      IRS Regulations Issued Under Code Section 415 . For any limitation year that begins on or after January 1, 2008, the provisions of the final regulations issued by the Internal Revenue Service under Code section 415 shall, to the extent and only to the extent they provide details as to the manner in which any of the requirements set forth in the foregoing provisions of this Section 10.1 are to be applied (such as details as to the application of such requirements when benefits are transferred to this Plan from another plan, when multiple commencement dates of a Participant's Plan benefit are involved, or when an Affiliated Employer that maintains another defined benefit plan loses its status as an Affiliated Employer), be deemed to be incorporated into this Section 10.1.     
10.2      Restrictions on Benefits Payable to Certain Highly Compensated Participants . The provisions set forth in this Section 10.2 shall apply notwithstanding any other provisions of this Plan.

10.2.1      In the event of the termination of the Plan, the benefit otherwise payable under the Plan to any Participant who is a Highly Compensated Employee (or a Former Highly Compensated Employee) with respect to the Plan Year in which such Plan termination occurs shall be limited to a benefit which is nondiscriminatory under section 401(a)(4) of the Code. To the extent necessary and permitted under the provisions of Subsection 16.4.2(d) below, any assets otherwise allocable upon the Plan's termination under Section 16.4 below to a Participant who is a Highly Compensated Employee (or Former Highly Compensated Employee) for the Plan Year in which the Plan's termination occurs shall be reallocated to other Participants so that this provision is not violated.

10.2.2      Subject to the provisions of Subsections 10.2.3 and 10.2.4 below, prior to the complete termination of the Plan and distribution of all Plan assets, the payments made during any Plan Year to a Participant who is a Restricted Participant (as defined in Subsection 10.2.5 below) for such Plan Year shall be restricted to the extent necessary so that such payments do not exceed the payments that would be made for such Plan Year if the Participant's remaining

53

Exhibit 10.13

Accrued Benefit under the Plan was being paid in the form of a Single Life Annuity.

10.2.3      Subject to the provisions of Subsection 10.2.4 below but notwithstanding the provisions of Subsection 10.2.2 above, prior to the complete termination of the Plan and distribution of all Plan assets, the retirement benefit payments made during any Plan Year to a Participant who is a Restricted Participant (as defined in Subsection 10.2.5 below) for such Plan Year may exceed the limit set forth in Subsection 10.2.2 above to the extent the method under which the Participant's retirement benefit is being paid calls for such payments, provided that the Plan and the Participant establish an agreement which meets the following provisions of this Subsection 10.2.3 in order to secure repayment to the Plan of any amount necessary for the distribution of assets upon the Plan's termination required to satisfy section 401(a)(4) of the Code.

(a)      During any such Plan Year, the amount that may be required to be repaid to the Plan by the Participant is the restricted amount. For this purpose, the “restricted amount” means the excess of the accumulated amount of the retirement benefit payments made to the Participant under the Plan over the accumulated amount of the Participant's nonrestricted limit. The Participant's “nonrestricted limit” for this purpose means the retirement benefit payments that could have been made to the Participant under the Plan, commencing when retirement benefit payments initially commenced to the Participant under the Plan, had the Participant received his retirement benefit in the form of a Single Life Annuity. Further, an “accumulated amount” means, with respect to any payment, the amount of such payment plus interest thereon from the date of such payment (or the date such payment would have been made) to the date of the determination of the restricted amount, compounded annually from the date of such payment (or the date such payment would have been made), at the rate determined under section 411(c)(2)(C) of the Code in effect on the date of the determination of the restricted amount.

(b)      In order to secure the Participant's repayment obligation to the Plan of the restricted amount, prior to receipt of a distribution from the Plan the Participant must agree that upon distribution the Participant shall promptly deposit in escrow with an acceptable depositary property having a fair market value equal to at least 125% of the restricted amount. The obligation of the Participant under the repayment agreement alternatively can be secured or collateralized by posting a bond equal to at least 100% of the restricted amount. For this purpose, the bond must be furnished by an insurance company, bonding company, or other surety approved by the U.S. Treasury Department as an acceptable surety for federal bonds. As another alternative, the Participant's obligation under the repayment agreement can be secured by a bank letter of credit in an amount equal to at least 100% of the restricted amount.

(c)      Amounts in the escrow account in excess of 125% of the restricted amount may be withdrawn for the Participant. Similar rules apply to the release of any liability in excess of 100% of the restricted amount where the repayment obligation has been secured by a bond or a letter of credit. If, however, the market value of the property in the escrow account falls below 110% of the restricted amount, the Participant is obligated to deposit additional property to bring the value of the property held by the depositary up to 125% of the restricted amount. In addition, the Participant may be given the right to receive any income from the property placed in escrow, subject to the obligation to maintain the value of the property as described.

(d)      A depositary may not redeliver to the Participant (or any other party claiming through the Participant) any property held under such an agreement, other than

54

Exhibit 10.13

amounts in excess of 125% of the restricted amount, and a surety or bank may not release any liability on such a bond or letter of credit, unless the Committee certifies to the depositary, surety, or bank that the Participant (or the Participant's estate) is no longer obligated to repay to the Plan any amount under the agreement. The Committee shall make such a certification if at any time after the distribution commences either that any of the conditions of Subsection 10.2.4 below are met or that the Plan has terminated and the benefit received by the Participant is nondiscriminatory under section 401(a)(4) of the Code. Such a certification by the Committee terminates the agreement between the Participant and the Plan. Further, a depository will deliver any property held under such an agreement, and a surety or bank will deliver any portion of such a bond or letter of credit, to the Plan if the Committee certifies to the depository, surety, or bank that the Participant (or the Participant's estate) is required to repay any amount under the agreement. The complete delivery of all property held under such an agreement, or the complete release or delivery of all portions of such a bond or letter of credit, to the Participant (or the Participant's estate) and/or the Plan shall terminate the agreement between the Participant and the Plan.

10.2.4      The restrictions set forth in Subsections 10.2.2 and 10.2.3 above shall not apply to any Participant if either: (a) after payment to such Participant of all benefits payable to him under the Plan, the present value of all assets of the Plan equals or exceeds 110% of the then present value of the Plan's current liabilities; (b) the present value of such Participant's retirement benefit under the Plan is less than 1% of the then value of the Plan's current liabilities before the distribution; or (c) the present value of such Participant's retirement benefit under the Plan is $5,000 or less. For purposes of the immediately preceding sentence, the Plan's “current liabilities” will be deemed to be: (a) as of any date that occurs on or after January 1, 2008, all benefits accrued or earned under the Plan as determined for purposes of Code section 430(d)(1) of the Code (as created under the Pension Protection Act of 2006 (for purposes of this Section 10.2.4, the “PPA”)); or (b) as of any date that occurs prior to January 1, 2008, the Plan's current liabilities as defined in Code section 412(1)(7) (as in effect before the adoption of the PPA).

10.2.5      For purposes of Subsections 10.2.2 through 10.2.4 above, a Participant shall be considered a “Restricted Participant” for any Plan Year if he is one of the 25 Highly Compensated and Former Highly Compensated Employees for such Plan Year with the greatest compensation (as defined in Section 10.3 below). In determining which of the Highly Compensated and Former Highly Compensated Employees for any Plan Year have the 25 greatest compensations, the compensation to be considered for any such Highly Compensated or Former Highly Compensated Employee shall be the highest compensation he received in such Plan Year or any other Plan Year under which his compensation and/or ownership in an Affiliated Employer made him a Highly Compensated or Former Highly Compensated Employee for the subject Plan Year.

10.3      Compensation . The “Compensation” of an Employee, as defined in this Section 10.3, refers to the Employee's compensation as used throughout the provisions of this Article 10, and to the Employee's compensation or remuneration as referred to in any other provision of this Plan (or any other plan that is merged into this Plan or transfers assets and liabilities to this Plan) that otherwise fails to define such term. For such purposes, an Employee's “Compensation” means, for any specified period, the amount determined in accordance with the following subsections of this Section 10.3.
10.3.1      Subject to Subsections 10.3.2, 10.3.3, 10.3.4, and 10.3.5 below, the Employee's “Compensation” for any specified period shall mean his wages, salaries, fees for

55

Exhibit 10.13

professional services, and other amounts paid (without regard to whether or not an amount is paid in cash), during such specified period, for personal services actually rendered in the course of employment with the Affiliated Employers, to the extent that the amounts are includible in gross income for Federal income tax purposes. These amounts include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Treasury Regulations section 1.62-2(c).
10.3.2      Notwithstanding the provisions of Subsection 10.3.1 above, in no event shall the Employee's “Compensation” for any specified period include any of the items described in the following paragraphs of this Subsection 10.3.2:
(a)      contributions (other than elective contributions described in Code section 402(e)(3), Code section 408(k)(6), Code section 408(p)(2)(A)(i), or Code section 457(b)) made by an Affiliated Employer to a plan of deferred compensation (including a simplified employee pension described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Employee for Federal income tax purposes and with respect to the taxable year in which contributed. In addition, any distributions from a plan of deferred compensation (whether or not qualified) are not considered as the Employee's “Compensation” for any specified period, regardless of whether such amounts are includible in the gross income of the Employee for Federal income tax purposes when distributed. However, any amounts received by the Employee pursuant to a nonqualified unfunded deferred compensation plan shall be considered as his “Compensation” in the year the amounts are actually received, but only to the extent such amounts are includible in the Employee's gross income for Federal income tax purposes;
(b)      amounts realized from the exercise of a nonstatutory option (which is an option other than a statutory option as defined in Code section 1.421-1(b)), or when restricted stock or other property held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture (pursuant to Code section 83 and Treasury Regulations promulgated under section 83 of the Code);
(c)      amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Code section 1.421-1(b));
(d)      other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee for Federal income tax purposes and are not salary reduction amounts that are described in section 125 of the Code); and
(e)      other items of remuneration that are similar to any of the items listed in paragraphs (a) through (d) above.
10.3.3      Also notwithstanding the provisions of Subsection 10.3.1 above, the Employee's “Compensation” for any specified period that begins on or after January 1, 2008 shall not in any event include any wages or other compensation paid after he has ceased to be an Employee, unless such wages or other compensation is paid within 2-1/2 months after (or, if later, by the end of the Plan Year in which) he has ceased to be an Employee and reflects either:

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Exhibit 10.13

(a)      a payment that, absent his severance from employment with the Affiliated Employers, would have been paid to him while he was an Employee and would have been regular compensation for services during his regular working hours, compensation for services outside his regular working hours (such as overtime or shift differentials), commissions, bonuses, or similar compensation;
(b)      a payment under a nonqualified unfunded deferred compensation plan, but only if the payment would have been made on its actual date of payment even if the Employee had not ceased to be an Employee and only to the extent that the payment is includible in his gross income for Federal income tax purposes; or
(c)      a payment for accrued bona fide sick, vacation, or other leave, but only if he would have been able to use the leave if he had not ceased to be an Employee.
In no event, even if paid within 2-1/2 months after (or, if later, by the end of the Plan Year in which) he has ceased to be an Employee, shall any payment of severance pay, or any nonqualified unfunded deferred compensation plan payment (unless explicitly described in the immediately preceding sentence), that is made after the Employee ceases to be an Employee be treated as part of the Employee's “Compensation” for any period that begins on or after January 1, 2008 under the provisions of this Subsection 10.3.3.
10.3.4      In addition to the amounts included in the Employee's “Compensation” for any specified period under Subsections 10.3.1 through 10.3.3 above, and notwithstanding such paragraphs, the Employee's “Compensation” for any period shall also include any amounts which are not treated as the Employee's “Compensation” for such specified period under Subsections 10.3.1 through 10.3.3 above solely because such amounts are considered elective contributions that are made by an Affiliated Employer on behalf of the Employee and are not includable in the Employee's gross income for Federal income tax purposes by reason of section 125, 402(e)(3), 402(h), and/or 132(f)(4) of the Code ( i.e. , elective contributions under a cafeteria plan, a cash or deferred arrangement in a profit sharing plan, a simplified employee pension plan, or an arrangement under which qualified transportation fringes can be chosen) or any other types of deferred compensation or contributions described in Code section 414(s)(2) or Treasury Regulations section 1.414(s)-1(c)(4); except that the treating of elective contributions that are not includable in gross income under Code section 132(f)(4) as part of the Employee's Compensation shall only apply when the specified period begins on or after January 1, 2000.
10.3.5      Finally, notwithstanding any of the foregoing subsections of this Section 10.3, the “Compensation” of the Employee for any twelve consecutive month period which is taken into account under any other provision of the Plan will not exceed: (a) for any such twelve consecutive month period that begins in 2002 or a later calendar year, $200,000 or such higher amount to which this figure is adjusted under section 401(a)(17)(B) of the Code by the Secretary of the Treasury or his delegate for the calendar year in which such twelve consecutive month period begins; (b) for any such twelve consecutive month period that begins in 2000 or 2001, $170,000; (c) for any such twelve consecutive month period that begins in 1997, 1998, or 1999, $160,000; or (d) for any such twelve consecutive month period that begins in 1996 or an earlier calendar year, $150,000.
10.4      Former Highly Compensated Employee . For purposes of this Article 10 (and any other provision of the Plan that expressly refers to a Former Highly Compensated Employee), a “Former Highly Compensated Employee” means, with respect to any Plan Year (for purposes

57

Exhibit 10.13

of this Section 10.4, the “subject Plan Year”), any person (a) who is a former Employee at the start of the subject Plan Year (or who, while an Employee at the start of such year, performs no services for any Affiliated Employer during such year by reason of being on a leave of absence or for some other reason), (b) who had a separation year prior to the subject Plan Year, and (c) who was a Highly Compensated Employee for the person's separation year or any other Plan Year which ended on or after the person's 55th birthday. Except as otherwise provided in final regulations issued under section 414(q) of the Code, a person's separation year refers to the Plan Year in which the person ceased to be an Employee. For purposes of this rule, an Employee who performs no services for the Affiliated Employers during the subject Plan Year shall be treated as having ceased to be an Employee in the Plan Year in which such Employee last performed services for the Affiliated Employers.

10.5      Highly Compensated Employee . For purposes of this Article 10 (and any other provision of the Plan that expressly refers to a Highly Compensated Employee), a “Highly Compensated Employee” means, with respect to any Plan Year (for purposes of this Section 10.5, the “subject Plan Year”), any person who is an Employee during at least part of the subject Plan Year and (a) was at any time a 5% owner (as defined in section 416(i)(1) of the Code) of any Affiliated Employer during the subject Plan Year or the immediately preceding Plan Year (for purposes of this Section 10.5, the “look-back Plan Year”) or (b) received Compensation in excess of $85,000 in the look-back Plan Year. The $85,000 amount set forth above shall be adjusted for each Plan Year that begins after December 31, 2001 in accordance with the adjustment to such amount made by the Secretary of the Treasury or his delegate under section 414(q)(1) of the Code.

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Exhibit 10.13


ARTICLE 11

ADDITIONAL RETIREMENT AND DEATH
BENEFIT PAYMENT PROVISIONS

11.1      Incompetency . Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally or legally competent and of age until the date on which the Committee receives written notice that such person is incompetent or a minor for whom a guardian or other person legally vested with the care of his person or estate has been appointed. If the Committee finds that any person to whom a benefit is payable under the Plan is unable to care for his affairs because he is incompetent or is a minor, any payment due (unless a prior claim therefor has been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, a brother, or a sister of such person or to any person or institution deemed by the Committee to have incurred expense for such person. If a guardian of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, benefit payments may be made to such guardian provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made pursuant to this Section 11.1 shall be a complete discharge of liability therefor under the Plan.

11.2      Commercial Annuity Contracts . Notwithstanding any other provision of the Plan to the contrary, in its sole discretion, the Committee may elect to distribute a retirement or death benefit by the purchase and delivery to the applicable Participant (or beneficiary) of a commercial annuity contract from an insurance company. In such an event, delivery to and acceptance by such Participant (or beneficiary) of such contract shall be in complete satisfaction of any claim the Participant (or beneficiary) or any person claiming by or through such Participant (or beneficiary) may have for benefits under this Plan. The use of an annuity contract shall not itself cause any optional benefit form otherwise available to the Participant (or, if a death benefit is involved, his beneficiary) under the Plan to be eliminated, however.

11.3      Timing of Benefit Distributions .

11.3.1      For purposes of the Plan, each benefit payment under the Plan shall be made “as of” a certain date specified in an appropriate section of the Plan, which means that the amount of the payment shall be determined as of such date (or, if determined to be appropriate for administrative purposes by the Committee, as of the first day of the first month that begins on or after such date) and the actual payment shall be made on or as soon as practical after such date (to allow the Plan time to ascertain the applicable person's entitlement to a benefit and the amount of such benefit and to process and payout such benefit).      Further, the date “as of” which a benefit commences to be paid to a person under the Plan may sometimes be called such benefit's “commencement date,” “benefit commencement date,” or “payment date” in the other provisions of this Plan. Any of such terms refer to the date as of which the applicable benefit commences (or, when the benefit is paid in a single sum, is paid).

11.3.2      Notwithstanding any other provision of the Plan to the contrary, the commencement date of any benefit that is payable to a Participant (or his beneficiary under the Plan) shall be set by the Committee pursuant to the terms of the other provisions of the Plan so that such commencement date represents:

59

Exhibit 10.13

(a)      when the benefit is paid in the form of an annuity, the first day of the first period for which an amount is paid under the annuity form; or
(b)      when the benefit is paid in the form of a single sum payment, the first day on which all events have occurred (including, if applicable, the Participant's or beneficiary's election of such benefit form, the end of any period in which he is given under the Plan's administrative processes to revoke such election, and the Participant's severance from employment when the Participant has not yet reached his Required Commencement Date) which entitle the Participant (or, if applicable, his beneficiary) to such benefit.
In no event may any date be determined under paragraph (b) above to be the commencement date of a Participant's benefit when such benefit is paid in the form of a single sum payment unless such date could have been the commencement date of the Participant's benefit had it been paid in the form of a Qualified Joint and Survivor Annuity (or, if the Participant is not married as of such date, a Single Life Annuity) had all Participant elections and spousal consents, when applicable, been made on a timely basis.
11.3.3      If a person entitled to a benefit hereunder dies subsequent to the date as of which such payment was to have been made but, because of administrative reasons, prior to the actual payment thereof, such benefit shall be paid to the person's beneficiary who is appropriate to such benefit under the provisions of the Plan (or, if no such beneficiary exists, to his estate).

11.3.4      If, notwithstanding any of the foregoing provisions of this Section 11.3, a Participant (or person claiming through him) who is entitled to a benefit hereunder cannot reasonably be located, then such benefit shall thereupon be deemed forfeited. If, however, the lost Participant (or person claiming through him) thereafter makes a claim for the amount previously forfeited hereunder, such benefit shall be paid or commence, with any unpaid installments thereof which otherwise would have previously been paid also being paid (but without any interest credited on such unpaid installments), as soon as administratively possible.

11.4      Nonalienation of Benefits . To the extent permitted by law and except as provided in the immediately following sentence or in Treasury Regulations section 1.401(a)-13, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, whether voluntary or involuntary, nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit. The Committee shall, however, adopt procedures as necessary so as to allow benefits to be assigned in connection with qualified domestic relations orders (as defined in and in accordance with the provisions of section 206(d)(3) of ERISA and section 414(p) of the Code).

11.5      Actuarial Assumptions . This Section 11.5 provides certain rules that involve actuarial assumptions or factors used under other provisions of the Plan.

11.5.1      Under this Plan, except as is otherwise provided in this Plan, any reference to actuarial equivalent, actuarially equivalent, or actuarial equivalence means equality in value of the aggregate amounts of a benefit when determined to be received under different forms at the same time, the same form at different times, or different forms at different times, as the case may be, in accordance with actuarial assumptions or factors set forth in the Plan.


60

Exhibit 10.13

11.5.2      When the Plan requires the calculation under any provision of Section 5.2 above of the single sum amount that is actuarially equivalent to a Participant's benefit when payable in the form of a Single Life Annuity, the actuarial assumptions to be used in making such calculation shall be (a) an interest rate assumption of 4% per annum and (b) mortality assumptions based on the UP-1984 Mortality Table.

11.5.3      When the commencement date of any benefit under the Plan occurs prior to January 1, 2008, the “applicable interest rate” and the “applicable mortality assumption” that apply to such benefit (and that may be referred to in any other provision of the Plan) shall be deemed to be the GATT applicable interest rate and the GATT applicable mortality assumption that apply to such benefit under the following paragraphs of this Subsection 11.5.3.
(a)      For purposes hereof, the “GATT applicable interest rate” that applies to such benefit shall be deemed to mean the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the applicable benefit's commencement date occurs and as such rate is published (in a Revenue Ruling, Notice, or other written form) by the Internal Revenue Service under section 417(e)(3) of the Code.
(b)      For purposes hereof, the “GATT applicable mortality assumption” that applies to such benefit shall be deemed to mean an appropriate mortality assumption based on the mortality table prescribed by the Internal Revenue Service under Code section 417(e)(3) to apply as of the commencement date of the applicable benefit (which table shall be based on the prevailing commissioners' standard table described in Code section 807(d)(5)(A) and used to determine reserves for group annuity contracts, without regard to any other subparagraph of section 807(d)(5) of the Code). In accordance with the immediately preceding sentence: (i) the GATT applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs on or after December 31, 2002 and prior to January 1, 2008 shall be determined under the mortality table prescribed by the Internal Revenue Service in Revenue Ruling 2001-62; and (ii) the GATT applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs prior to December 31, 2002 shall be determined under the mortality table prescribed by the Internal Revenue Service in Revenue Ruling 95-6.
11.5.4      When the commencement date of any benefit under the Plan occurs on or after January 1, 2008, the “applicable interest rate” and the “applicable mortality assumption” that apply to such benefit (and that may be referred to in any other provision of the Plan) shall be deemed to be the PPA applicable interest rate and the PPA applicable mortality assumption that apply to such benefit under the following paragraphs of this Subsection 11.5.4.
(a)      For purposes hereof, the “PPA applicable interest rate” that applies to such benefit shall be deemed to mean the adjusted first, second, and third segment rates (as such terms are defined in Code section 417(e)(3)(D)) applied under rules similar to the rules of Code section 430(h)(2)(C) for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the applicable benefit's commencement date occurs and as such rate is published (in a Revenue Ruling, Notice, or other written form) by the Internal Revenue Service under section 417(e)(3) of the Code.
(b)      For purposes hereof, the “PPA applicable mortality assumption” that applies to such benefit shall be deemed to mean an appropriate mortality assumption determined under the mortality table published by the Internal Revenue Service under Code

61

Exhibit 10.13

section 417(e)(3) for the Plan Year in which occurs the date as of which the applicable benefit is paid. In accordance with the immediately preceding sentence:
(i)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the Plan Year beginning in 2008 (but no later Plan Year) shall be determined under the 2008 Applicable Mortality Table as published by the Internal Revenue Service in the appendix to Revenue Ruling 2007-67;
(ii)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the Plan Year beginning in 2009, 2010, 2011, 2012, or 2013 (but no later Plan Year) shall be determined under the column labeled “Unisex” of the applicable mortality tables that apply to the specific Plan Year (the Plan Year beginning in 2009, 2010, 2011, 2012, or 2013) in which such commencement date occurs as such tables are published in the appendix to the Internal Revenue Service's Notice 2008-85; and
(iii)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in a Plan Year later than the Plan Year beginning in 2013 shall be determined under the applicable mortality table published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such later Plan Year.
11.5.5      Except to the extent otherwise permitted by applicable law, Treasury regulations, or Revenue Rulings, Notices, or other written guidance of the Internal Revenue Service, if the Plan is amended to change any of the actuarial assumptions or factors used in the Plan to determine actuarial equivalence, then the monthly or lump sum amount or value of any Plan benefit (that is payable in any form, and commences as of any date, permitted under the Plan) which is applicable to a Participant who is a Participant in the Plan on the effective date of the amendment and the monthly or lump sum amount or value of which is determined in part by using the Plan's actuarial assumptions or factors shall be determined in accordance with the provisions of the Plan in effect as of the date the benefit is to commence or be paid; except that the monthly or lump sum amount or value of such benefit shall not in any event be deemed to be less than would apply if both: (a) such benefit were determined as if the applicable Participant had permanently ceased to be an Employee no later than as of the day next preceding the effective date of the amendment (and thus as if no service or compensation of the Participant were completed or received by him after such date); and (b) instead of and in substitution for the Plan's actuarial assumptions or factors in effect as of the date the benefit is to commence or be paid, the actuarial assumptions or factors used in the Plan with respect to the determination of the monthly or lump sum amount or value of such benefit were the Plan's actuarial assumptions or factors which were in effect as of the day next preceding the effective date of the amendment. In accordance with Internal Revenue Service guidance (including guidance set forth in Treasury Regulations section 1.417(e)-1(d)(10) and Revenue Ruling 2007-67), however, the provisions of this Subsection 11.5.5 shall not apply to any changes that are made by the provisions of Subsections 11.5.3 and 11.5.4 above with respect to the actuarial assumptions used to determine the “applicable interest rate” and the “applicable mortality assumption” that apply to any Plan benefit based on the commencement date of such benefit.
    
11.6      Applicable Benefit Provisions .

11.6.1      Subject to Sections 7.6 through 7.8 above, any retirement benefit to which a Participant becomes entitled (or any death benefit to which such Participant's spouse or other

62

Exhibit 10.13

beneficiary becomes entitled) shall be determined on the basis of the provisions of the Plan in effect as of the earlier of the date the Participant last ceases to be an Employee or his Required Beginning Date notwithstanding any amendment to the Plan adopted subsequent to such date, except for subsequent amendments which are by their specific terms made applicable to such Participant (or his spouse or other beneficiary).

11.6.2      In addition, except as is otherwise specifically provided in this Plan, the provisions of this Plan only apply to persons who become Participants in this Plan under Article 4 above on or after the Effective Amendment Date and to benefits which have not begun to be paid prior to the Effective Amendment Date. However, any person who was a participant in the Plan prior to the Effective Amendment Date and, while never becoming a Participant in this Plan under Article 4 above on or after the Effective Amendment Date, still had a nonforfeitable right to an unpaid benefit under the Plan as of the date immediately preceding the Effective Amendment Date shall be considered a participant in this Plan to the extent of his interest in such benefit. The amount of such benefit, the form in which such benefit is to be paid, and the conditions (if any) which may cause such benefit not to be paid shall, except as is otherwise specifically provided by the provisions of this Plan, be determined solely by the provisions of the Plan in effect at the time he ceased to be an Employee and any subsequent Plan amendments that both became effective before the Effective Amendment Date and applied by their terms to him.

11.7      Forfeitures .

11.7.1      A Participant who ceases to be an Employee shall forfeit any portion of the benefit he has accrued under the Plan were the Plan's vesting requirements ignored which he is not entitled to receive as a retirement benefit under the provisions of the Plan because of the Plan's vesting requirements (for purposes of this Section 11.7, his “nonvested benefit”) as of the earlier of (a) the date he receives a complete distribution of the portion of his Plan benefit which he is entitled to receive as a retirement benefit under the provisions of the Plan (for purposes of this Section 11.7, his “vested benefit”) or (b) the date he incurs five consecutive Breaks in Service commencing after he ceases to be an Employee. For purposes hereof, a Participant who ceases to be an Employee at a time when he has no vested benefit at all shall be deemed to have received a complete distribution of his vested benefit on the date he ceases to be an Employee.

11.7.2      If a Participant who forfeits the entire portion of his Plan benefit under Subsection 11.7.1 above is rehired by an Affiliated Employer as an Employee by the end of the date he incurs five consecutive Breaks in Service commencing after his prior ceasing to be an Employee, then his previously forfeited nonvested benefit shall be restored to his credit under the Plan.

11.8      Direct Rollover Distributions . Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section 11.8, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution otherwise payable to him paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
11.8.1      For purposes of this Section 11.8, the following terms shall have the meanings indicated in the following paragraphs of this Subsection 11.8.1.
(a)      An “eligible rollover distribution” means, with respect to any distributee, any distribution of all or any portion of the entire benefit otherwise payable under

63

Exhibit 10.13

the Plan to the distributee, except that an eligible rollover distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required to be made under section 401(a)(9) of the Code; or (iii) any other distribution that is not permitted to be directly rolled over to an eligible retirement plan under regulations of the Secretary of the Treasury or his delegate. For purposes of this paragraph (a), a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income; however, such portion may be paid only to: an eligible retirement plan that is described in clause (i), (ii), or (iii) of paragraph (b) below; or in a direct rollover to an eligible retirement plan that is described in clause (v) (or, effective for any distribution made on or after January 1, 2007, clause (vii)) of paragraph (b) below that agrees to separately account for amounts so transferred (and, effective for any distribution made on or after January 1, 2007, earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.
(b)      An “eligible retirement plan” means, with respect to any distributee's eligible rollover distribution, any of the following accounts, annuities, plans, or contracts that accepts the distributee's eligible rollover distribution: (i) an individual retirement account described in section 408(a) of the Code; (ii) an individual retirement annuity described in section 408(b) of the Code; (iii) effective for any distribution made on or after January 1, 2008, a Roth IRA (as defined in Code section 408A), but, if the eligible rollover distribution is made prior to January 1, 2010, only if the distributee meets the conditions applicable to making a qualified rollover distribution to a Roth IRA that are set forth in Code section 408(c)(3)(B); (iv) an annuity plan described in section 403(a) of the Code; (v) an annuity contract described in section 403(b) of the Code; (vi) an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; or (vii) a qualified trust described in section 401(a) of the Code. This definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in section 206(d)(3) of ERISA and section 414(p) of the Code.
(c)      A “distributee” means a Participant. In addition, a Participant's surviving spouse, or a Participant's spouse or former spouse who is the alternate payee under a qualified domestic relations order (as defined in section 206(d)(3) of ERISA and section 414(p) of the Code), is a distributee with regard to any interest of the Participant which becomes payable under the Plan to such spouse or former spouse.
(d)      A “direct rollover” means, with respect to any distributee, a payment by the Plan to an eligible retirement plan specified by the distributee.
11.8.2      As a special rule and notwithstanding any other provision of this Section 11.8 to the contrary, if a person who is a designated beneficiary (as defined in Code section 401(a)(9)(E) and including, to the extent provided in rules prescribed by the Secretary of the Treasury or his delegate, a trust established for the benefit of one or more designated beneficiaries) of a deceased Participant and who is not the Participant's surviving spouse is entitled under the Plan to receive after December 31, 2009 (and, to the extent permitted under nondiscriminatory rules

64

Exhibit 10.13

adopted by the Committee and in effect during all or a part of the period between January 1, 2007 and December 31, 2009, to receive in the period between January 1, 2007 and December 31, 2009 when such rules are in effect) a Plan distribution that would be an eligible rollover distribution were such person a distributee, such person may elect to have all or a part of the distribution directly rolled over by the Plan to an inherited individual retirement account or annuity (within the meaning of Code section 408(d)(3)(C)(ii) and any related provisions of the Code) to the extent permitted by and subject to the provisions of section 402(c)(11) of the Code. However any direct rollover that is made prior to January 1, 2010 pursuant to the provisions of this Subsection 11.8.2 shall not be considered a direct rollover of an eligible rollover distribution for purposes of any withholding or notice requirements that normally apply under the Code to direct rollovers of eligible rollover distributions.
11.8.3      The Committee may prescribe reasonable rules in order to provide for the Plan to meet the provisions of this Section 11.8 and all rules of the Code that apply to direct rollovers of eligible rollover distributions. Any such rules shall comply with the provisions of Code section 401(a)(31) and any applicable Treasury regulations which are issued with respect to the direct rollover requirements. For example, subject to meeting the provisions of Code section 401(a)(31) and applicable Treasury regulations, the Committee may: (a) prescribe the specific manner in which a direct rollover shall be made by the Plan, whether by wire transfer to the eligible retirement plan, by mailing a check to the eligible retirement plan, by providing the distributee a check made payable to the eligible retirement plan and directing the distributee to deliver the check to the eligible retirement plan, and/or by some other method; (b) prohibit any direct rollover of any eligible rollover distributions payable during a calendar year to a distributee when the total of such distributions is less than $200; and/or (c) refuse to make a direct rollover of an eligible rollover distribution to more than one eligible retirement plan.

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Exhibit 10.13


ARTICLE 12
CONTRIBUTIONS

12.1      Contributions .

12.1.1      The Company has established a trust, referred to herein as the “Trust,” to serve as the funding media for the Plan, and the Trust is hereby incorporated by reference into and made a part of the Plan.

12.1.2      Any contribution to provide the benefits under the Plan shall be made by the Participating Companies at such times and in such amounts as the Participating Companies may determine and be paid to the Trust. In general, the Participating Companies intend to meet at least minimum funding requirements of section 412 of the Code, but, except to the extent otherwise required by applicable law, in no manner are the Participating Companies obligated to make further contributions to the Plan after the termination of the Plan or at any particular time during the period the Plan is in existence.

12.1.3      Further, subject to the minimum funding requirements of section 412 of the Code, contributions of the Participating Companies shall be conditioned on their deductibility under section 404(a)(1) of the Code for the tax year in which they are paid to the Trust (or are deemed to be paid to the Trust pursuant to the provisions of section 404(a)(6) of the Code).

12.1.4      No contributions shall be required or permitted of Participants. (Notwithstanding the foregoing, any bequest to the Plan made under the last will and testament or a trust of a Participant, a former Participant, or any other individual shall not constitute a “contribution” for any purposes of the Plan and thus may be accepted by the Plan, provided (a) that none of the Affiliated Employers, the Committee, or any agents of or parties related to any of them have pressured, coerced, or solicited such bequest, (b) that there is no obligation whatsoever imposed on the Plan, the Affiliated Employers, the Committee, or any agents of or parties related to any of them by reason of such bequest, and (c) that such bequest does not constitute a prohibited transaction under Code section 4975 or section 406 of ERISA.)

12.1.5      Forfeitures arising under the Plan shall only be used to reduce Participating Company contributions otherwise payable hereunder.

12.2      Mistake of Fact . Participating Company contributions made upon the basis of a mistaken factual assumption shall be repaid by the Trustee of the Trust to the appropriate Participating Companies, upon receipt by such Trustee, within one year from the date of such contributions, of a certificate of the Participating Companies describing such mistaken factual assumption and requesting the return of such contributions.

12.3      Disallowance of Deductions . Unless not permitted by reason of the minimum funding requirements of section 412 of the Code, any Participating Company contributions which are determined by the Internal Revenue Service or by final judgment of a court of competent jurisdiction not to be deductible expenses under section 404(a)(1) of the Code for the tax year in which they are paid to the Trust (or are deemed to be paid to the Trust pursuant to the provisions of section 404(a)(6) of the Code) shall be repaid by the Trustee of the Trust to the appropriate Participating Companies, upon receipt by such Trustee of evidence of such determination, and

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Exhibit 10.13

a request of the Participating Companies requesting such repayment, within one year from the date of such determination or final judgment, as the case may be.


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Exhibit 10.13

ARTICLE 13

ADMINISTRATION OF THE PLAN

13.1      Plan Administration . The Company shall be the Plan's administrator (as that term is defined in ERISA), but, except as is otherwise noted elsewhere in this Article 13, the general administration of the Plan and the responsibility for carrying out its provisions shall be placed by the Company in a committee of not less than three persons who are appointed by and serve at the pleasure of the Company and which committee is named the Employees' Benefit Committee of the Company, referred to herein as the “Committee.”

13.2      Committee Procedures . The Committee may elect such officers as it deems necessary. The Committee shall hold meetings upon such notice, at such place or places, and at such time or times as its members may from time to time determine. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs, and the provisions of any such bylaws or regulations shall apply under this Plan to the extent they are not inconsistent with the terms of this Plan.

13.3      Authority of Committee . The Committee shall be a named fiduciary of the Plan, and, except as is otherwise noted elsewhere in this Article 13, shall have authority to control and manage the operation and administration of the Plan.

13.3.1      The Committee shall have all powers and discretion necessary to exercise its authority and discharge its responsibilities, including, but not by way of limitation, the full power and discretion:

(a)      to construe and interpret the Plan and determine all questions relating to the eligibility of Employees to become Participants;

(b)      to maintain all necessary records for the administration of the Plan other than those maintained by the Trustee of the Trust;

(c)      to compute and certify to the Trustee of the Trust the amount and kind of benefits payable to Participants and their beneficiaries;

(d)      to authorize all disbursements by the Trustee from the Trust;

(e)      to make and publish rules for the administration of the Plan and the transaction of its business;

(f)      to employ one or more persons to render advice with regard to any responsibility to be discharged by any person under the Plan;

(g)      to prescribe procedures to be followed by Participants or their beneficiaries in obtaining benefits;

(h)      to receive from the Participating Companies and from Employees such information and prescribe the use of such forms as shall be necessary for the proper administration of the Plan;

(i)      to prepare and distribute, in such manner as the Committee determines to

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Exhibit 10.13

be appropriate, information explaining the Plan;

(j)      to delegate to one or more of the members of the Committee the right to act in its behalf in any or all matters connected with the administration of the Plan;

(k)      to receive and review reports of the financial condition and of the receipts and disbursements of the Trust from the Trustee;

(l)      to delegate any duty or power assigned to the Committee under the provisions of the Plan or the Trust (except duties provided in the Trust for the management or control of the assets of the Plan) to such person or persons as the Committee may choose, and to designate one or more of such persons as a named fiduciary (as such term is defined in ERISA) for purposes of the Plan. To the extent any such duty or power is so delegated, the person or persons to whom such duty or power is delegated may take actions that are within his or their scope of authority with the same force and effect as if the Committee had acted directly;

(m)      to appoint or employ for the Plan agents it deems advisable, including, but not limited to, legal and actuarial counsel, to assist the Committee in discharging its duties hereunder, and to dismiss any such agents and engage another at any time; and

(n)      to correct, by any reasonable method determined by the Committee, any errors in the administration or application of the Plan (or any delays in distributing benefits beyond a reasonable period) which it discovers, however arising and notwithstanding any other provision of the Plan to the contrary, and, as far as possible, adjust any benefit payments accordingly, provided only that the correction methods used by the Committee are not inconsistent with any revenue procedures or other guidance issued by the Internal Revenue Service or the U.S. Department of Labor as to the manner in which corrections of errors under employee benefit plans may be made. For example, the Committee may, when any single sum payment of a benefit is made after the date which is such benefit's payment date under the other provisions of the Plan, add interest to the amount of such benefit payment (in order to reflect any administrative delay in making the payment) at a rate of 3-1/2% per annum (or such other rate as is determined by the Committee). Because of the much lesser percentage of a benefit that is encompassed by a monthly annuity payment, no interest will be credited for an administrative delay in making a monthly annuity payment (unless otherwise determined by the Committee based on special facts and circumstances).

13.3.2      Notwithstanding the foregoing provisions of this Section 13.3, if the Committee cannot reasonably and economically determine or verify, with respect to any Employee or a class of Employees, service, compensation, date of hire, date of termination, or any other pertinent factor in the administration of the Plan, the Committee shall adopt, with respect to such Employee or class of Employees, reasonable and uniform assumptions regarding the determination of such factor or factors, provided that no such assumption shall (a) discriminate in favor of Highly Compensated Employees, (b) reduce or eliminate a protected benefit (within the meaning of Treasury Regulations section 1.411(d)-4), or (c) operate to the disadvantage of such Employee or class of Employees.

13.3.3      Unless otherwise provided in the Trust, the Committee may also establish guidelines with respect to the investment of all funds held by the Trustee under the Trust, direct investments of all or part of such funds, and/or appoint investment managers to direct investments of all or part of such funds.

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Exhibit 10.13


13.3.4      For purposes hereof, any party which has been authorized by the Plan or under a procedure authorized under the Plan to perform fiduciary and/or nonfiduciary administrative duties hereunder, whether such party is the Committee, the Company, an agent appointed or permitted by the Committee to carry out its duties, or otherwise, shall, when properly acting within the scope of his authority, sometimes be referred to in the Plan as a “Plan representative.”

13.4      Reliance on Information and Effect of Decisions . When making a determination or calculation with respect to the Plan, the Committee shall be entitled to rely upon information furnished by any Participant, any beneficiary, any Participating Company, legal counsel of any Participating Company, an enrolled actuary appointed or employed by the Company or the Committee, the Trustee of the Trust, or an investment manager appointed under the Trust. The determination of the Committee as to the interpretation of the provisions of the Plan or any disputed questions shall be conclusive, subject only to applicable law and the provisions of Article 14 below for review of a decision denying a claim.

13.5      Appointment of Actuary . The Company or the Committee shall appoint an actuary to make all actuarial computations required in the operation and administration of the Plan and may dismiss the actuary and engage another at any time.

13.6      Funding Policy and Method . Pursuant to ERISA, the Committee from time to time shall establish a funding policy and method for carrying out the objectives of the Plan which is consistent with the requirements of the Plan and applicable law. In this connection, the Committee shall consider the Plan's short and long term financial needs. In addition, the Committee shall allocate the contributions and other costs of this Plan that are required to be paid by the Participating Companies under the other provisions of this Plan among each Participating Company using any reasonable allocation methods adopted by the Committee. In general, such allocation methods shall be designed so that each Participating Company pays to the extent practical the contributions and other Plan costs that are attributable to its own Employees.

13.7      Participant Information Forms . At the discretion of the Committee, at any time an Employee may be furnished with a form or forms which shall be executed by him and returned to the Committee setting forth such information as the Committee deems necessary to the administration of the Plan. In addition, a Participant must keep current with the Plan his address and the address of his spouse or other beneficiary, if any, and any spouse or other beneficiary entitled to a future benefit under this Plan must continue to keep current the spouse's or beneficiary's address after the Participant's death. All benefits payable under this Plan may be based on the latest address and information provided to the Committee by the Participant or his spouse or beneficiary.

13.8      Disbursement of Funds. The Committee shall determine the manner in which the funds of the Plan shall be disbursed, including the form of any voucher or warrant to be used in making disbursements, and the due qualification of persons authorized to approve and sign the same, but subject to the provisions of the Trust.

13.9      Insurance . The Participating Companies (but not the Plan) may, in their discretion, obtain, pay for, and keep current a policy or policies of insurance insuring the Committee members, the members of the Board, the members of the Review Committee (as described in

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Exhibit 10.13

Section 13.12 below), and other persons to whom any fiduciary responsibility with respect to the administration of the Plan is delegated, against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of their duties, responsibilities, and obligations under the Plan and any applicable Federal or state law.

13.10      Compensation of Committee and Payment of Plan Administrative and Investment Charges . Unless otherwise determined by the Company, the members of the Committee (and the members of the Review Committee, as described in Section 13.12 below) shall serve without compensation for their services as such. All expenses of the administration and investment of the Plan (excluding brokerage fees, expenses related to securities transactions, and any taxes on the assets held in the Trust Fund, which expenses shall only be payable out of the Trust Fund), including, without limitation, premiums due the Pension Benefit Guaranty Corporation and the fees and charges of the Trustee, any investment manager or other financial advisor, any actuary, any attorney, any accountant, any specialist, or any other person employed by the Committee or the Company in the administration of the Plan, shall be paid out of the Trust Fund (or, if the Participating Companies so elect, by the Participating Companies directly). In this regard, the Plan administrative and investment expenses which shall be paid out of the Trust Fund (unless the Participating Companies elect to pay them directly) shall also include compensation payable to any employees of the Affiliated Employers who perform administrative or investment services for the Plan to the extent such compensation would not have been sustained had such services not been provided, to the extent such compensation can be fairly allocated to such services, to the extent such compensation does not represent an allocable portion of overhead costs or compensation for performing “settlor” functions (such as services incurred in establishing or designing the Plan), and to the extent such compensation does not fail for some other reason to constitute a “direct expense” within the meaning of U.S. Department of Labor Regulations section 2550.408c-2(b)(3).

13.11      Indemnification . The Participating Companies shall indemnify each member of the Committee, the Review Committee (as described in Section 13.12 below), and the Board for all expenses and liabilities (including reasonable attorneys' fees) arising out of the administration of the Plan, other than any expenses or liabilities resulting from the member's own willful misconduct or lack of good faith.

13.12      Employees' Benefit Claim Review Committee . While the Committee generally handles all administrative matters involving the Plan, it shall not review or decide any appeal claims made by Participants whose initial claims for benefits or other relief have been denied, in whole or in part, by the Committee (or any delegate of the Committee). Instead, the Company shall appoint an Employees' Benefit Claim Review Committee (for purposes of this Section 13.12 and Article 14 below, the “Review Committee”), consisting of one or more persons who are not members of the Committee. The Review Committee shall serve as the final review committee, under the Plan and ERISA, for the review of all appeal claims by Participants whose initial claims for benefits have been denied, in whole or part, by the Committee (or any delegate of the Committee). Such appeal review duties are described in Article 14 below. Further, the provisions of Section 13.2 above shall apply to the Review Committee in the same manner as if the Review Committee were the Committee.

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Exhibit 10.13


ARTICLE 14

CLAIM AND APPEAL PROCEDURES
14.1      Initial Claim . In general, benefits due under this Plan will be paid only if the applicable Participant or beneficiary of a deceased Participant files a notice with the Committee electing to receive such benefits, except to the extent otherwise required under the Plan. Further, if a Participant (or a person claiming through a Participant) has a dispute as to the failure of the Plan to pay or provide a benefit, as to the amount of benefit paid, or as to any other matter involving the Plan, the Participant (or such person) may file a claim for the benefit or relief believed by the Participant (or such person) to be due. Such claim must be provided by written notice to the Committee or any other person designated by the Committee for this purpose. Any claim made pursuant to this Section 14.1 shall be decided by the Committee (or any other person or committee designated by the Committee to perform this review on behalf of the Committee).
14.2      Actions in Event Initial Claim is Denied .
14.2.1      If a claim made pursuant to Section 14.1 above is denied, in whole or in part, notice of the denial in writing shall be furnished by the Committee (or any other person or committee designated by the Committee to decide the claim on behalf of the Committee) to the claimant within 90 days (or, if a Participant's disability is material to the claim, 45 days) after receipt of the claim by the Committee (or such other designated person or committee); except that if special circumstances require an extension of time for processing the claim, the period in which the Committee (or such other designated person or committee) is to furnish the claimant written notice of the denial shall be extended for up to an additional 90 days (or, if a Participant's disability is material to the claim, 30 days) and the Committee (or such other designated person or committee) shall provide the claimant within the initial 90-day period (or, if applicable, 45-day period) a written notice indicating the reasons for the extension and the date by which the Committee (or such other designated person or committee) expects to render the final decision).
14.2.2      The final notice of denial shall be written in a manner designed to be understood by the claimant and set forth: (a) the specific reasons for the denial, (b) specific reference to pertinent Plan provisions on which the denial is based, (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (d) information as to the steps to be taken if the claimant wishes to appeal such denial of his claim (including the time limits applicable to making a request for an appeal and, if the claim involves a claim for benefits, a statement of the claimant's right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal).
14.3      Appeal of Denial of Initial Claim . Any claimant who has a claim denied under Sections 14.1 and 14.2 above may appeal the denied claim to the Review Committee (as defined in Section 13.12 above) or any other person or committee designated by the Review Committee to perform this review on behalf of the Review Committee. But, if a Participant's disability is material to the denied claim, the Review Committee shall make sure that the persons reviewing and deciding the appeal of the denied claim may not include any person who made the decision on the initial claim or his subordinate.
14.3.1      An appeal must, in order to be considered, be filed by written notice to

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Exhibit 10.13

the Review Committee (or such other designated person or committee) within 60 days (or, if a Participant's disability is material to the claim, 180 days) of the receipt by the claimant of a written notice of the denial of his initial claim, unless it was not reasonably possible for the claimant to make such appeal within such period, in which case the claimant must file his appeal within 60 days (or, if a Participant's disability is material to the claim, 180 days) after the time it becomes reasonable for him so to file an appeal.
14.3.2      If any appeal is filed in accordance with such rules, the claimant (a) shall be given, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim and (b) shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim. A formal hearing may be allowed in its discretion by the Review Committee (or such other person or committee) but is not required.
14.4      Decision on Appeal .      Upon any appeal of a denied claim made pursuant to Section 14.3 above, the Review Committee (or such other person or committee with authority to decide the appeal) shall provide a full and fair review of the subject claim, taking into account all comments, documents, records, and other information submitted by the claimant (without regard to whether such information was submitted or considered in the initial benefit determination of the claim), and decide the appeal within 60 days (or, if a Participant's disability is material to the claim, 45 days) after the filing of the appeal; except that if special circumstances require an extension of time for processing the appeal, the period in which the appeal is to be decided shall be extended for up to an additional 60 days (or, if a Participant's disability is material to the claim, 45 days) and the party deciding the appeal shall provide the claimant written notice of the extension prior to the end of the initial 60-day period (or, if applicable, 45-day period). However, if the decision on the appeal is extended due to the claimant's failure to submit information necessary to decide the appeal, the period for making the decision on the appeal shall be tolled from the date on which the notification of the extension is sent until the date on which the claimant responds to the request for additional information.
14.4.1      The decision on appeal shall be set forth in a writing designed to be understood by the claimant, specify the reasons for the decision and references to pertinent Plan provisions on which the decision is based, and contain statements that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim and, if the claim involves a claim for benefits, of the claimant's right to bring a civil action under section 502(a) of ERISA.
14.4.2      The decision on appeal shall be furnished to the claimant by the Review Committee (or such other person or committee with authority to decide the appeal) within the period described above that the Review Committee (or such other party) has to decide the appeal.
14.5      Additional Rules . A claimant may appoint a representative to act on his behalf in making or pursuing a claim or an appeal of a claim. Unless otherwise required by applicable law, a claimant must exhaust his claim and appeal rights provided under this Article 14 in order to be entitled to file a civil suit under section 502(a) of ERISA as to his claim. In addition, the Committee may prescribe additional rules which are consistent with the other provisions of this Article 14 in order to carry out the Plan's claim and appeal procedures.

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Exhibit 10.13

ARTICLE 15
CERTAIN RIGHTS AND OBLIGATIONS OF COMPANY RELATING
TO AMENDMENTS, PLAN TERMINATIONS, AND CONTRIBUTIONS

15.1      Authority to Amend Plan . The Company reserves the right, at any time, to modify and amend, in whole or in part, any or all of the provisions of the Plan.

15.1.1      It is provided, however, that no modification or amendment of the Plan shall decrease any Participant's Accrued Benefit. In addition, except as otherwise provided in regulations issued under section 411(d)(6) of the Code or allowed by the Internal Revenue Service in any submission made to it, no amendment to the Plan which eliminates or reduces, or otherwise imposes greater restrictions or conditions on the Participant's rights to, an early retirement benefit, retirement-type subsidy, or optional form of benefit shall be permitted with respect to any Participant who meets (either before or after the amendment) the pre-amendment conditions for such early retirement benefit, retirement-type subsidy, or optional form of benefit, to the extent such early retirement benefit, retirement-type subsidy, or optional form of benefit is based and calculated on the basis of the Participant's Plan benefit accrued to the date of such amendment (as if he had ceased to be an Employee no later than such date).

15.1.2      It is provided, further, that no modification or amendment of the Plan shall make it possible, at any time prior to the satisfaction of all liabilities with respect to the Participants, for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of such Participants (or their beneficiaries) or the payment of the costs or expenses of the Plan and the Trust.

15.1.3      Notwithstanding the foregoing restrictions on modifications or amendments of the Plan, however, any modification or amendment may be made to the Plan, even if retroactive in effect, if such modification or amendment is necessary to continue the qualification of the Plan under section 401(a) of the Code.

15.2      Amendment to Vesting Schedule .

15.2.1      Notwithstanding any other provision that applies to a Participant's benefits under the Plan hereof to the contrary, no Plan amendment may be adopted changing any vesting schedule that applies to a Participant's benefit under the Plan or affecting the computation of the nonforfeitable percentage of the Participant's benefits under the Plan unless the nonforfeitable percentage of the Participant's Plan benefits, as such benefits are determined as of the later of the date such amendment is adopted or the date such amendment becomes effective, will at all times not be less than such nonforfeitable percentage computed under the Plan without regard to such amendment.

15.2.2      In addition and also notwithstanding any other provision of the Plan to the contrary, if a Plan amendment is adopted which changes any vesting schedule that applies to a Participant's benefits under the Plan or if the Plan is amended in any way which directly or indirectly affects the computation of the nonforfeitable percentage of the Participant's Plan benefits, and if the Participant has completed at least three years of Vesting Service, then he may elect, within the election period, to have his nonforfeitable percentage computed under the Plan without regard to such amendment. For purposes hereof, the “election period” is a period which begins on the date the Plan amendment is adopted and ends on the date which is 60 days after

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Exhibit 10.13

the latest of the following days: (a) the day the Plan amendment is adopted; (b) the day the Plan amendment becomes effective; or (c) the day the Participant is issued a written notice of the Plan amendment by an Affiliated Employer or the Committee.

15.3      Authority to Terminate Plan . The Company shall have the right to partially or completely terminate the Plan at any time, subject to the provisions of Article 16 below.

15.4      Modification or Termination of Contributions . It is the intention of the Participating Companies to continue making contributions to the Plan regularly each Plan Year, but the Participating Companies may for any reason discontinue, suspend, or reduce below those deemed sufficient by the Committee its contributions to the Plan. If such discontinuance, suspension, or reduction of contributions constitutes, under all facts and circumstances, part of a complete or partial termination of the Plan, the resulting complete or partial termination of the Plan shall be subject to the provisions of Article 16 below.

15.5      Benefits Not Guaranteed . All contributions by the Participating Companies to the Plan are voluntary. The Participating Companies do not guarantee any of the benefits of the Plan.

15.6      Procedure for Amending or Terminating Plan .

15.6.1      Section 15.3 above authorizes the Company to terminate the Plan. The procedure for the Company to terminate this Plan is as follows. In order to terminate the Plan, the Board (or its Executive Committee) shall adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or its Executive Committee) or by a written consent in lieu of a meeting, to terminate the Plan. Such resolutions shall set forth therein the effective date of the Plan's termination. Such Board (or Executive Committee) resolutions shall be incorporated herein by reference and considered a part of the Plan.

15.6.2      Further, Section 15.1 above authorizes the Company to amend the Plan, subject to certain limitations set forth in Sections 15.1 and 15.2 above. The procedure for the Company to amend the Plan is as follows. Subject to Subsections 15.6.3 and 15.6.4 below, in order to amend the Plan, the Board (or its Executive Committee) shall adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or, if applicable, its Executive Committee) or by written consent in lieu of a meeting, to amend this Plan. Such resolutions shall either (a) set forth the express terms of the Plan amendment or (b) simply set forth the nature of the amendment and direct an officer of the Company to have prepared and to sign on behalf of the Company the formal amendment to the Plan. In the latter case, such officer shall have prepared and shall sign on behalf of the Company an amendment to the Plan which is in accordance with such resolutions.

15.6.3      In addition to the procedure for amending the Plan set forth in Subsection 15.6.2 above, the Board (or its Executive Committee) may also adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or, if applicable, its Executive Committee) or by a written consent in lieu of a meeting, to delegate to any officer of the Company authority to amend the Plan. Such Board (or, if applicable, Executive Committee) resolutions shall be incorporated herein by reference and considered a part of the Plan. Such resolutions may either grant to such designated party broad authority to amend the Plan in any manner such designated party deems necessary or

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Exhibit 10.13

advisable, but subject to the limitations set forth in Sections 15.1 and 15.2 above, or may limit the scope of amendments such designated party may adopt, such as by limiting such amendments to matters related to the administration of the Plan or to changes requested by the Internal Revenue Service. In the event of any such delegation to amend the Plan, the party to whom authority is delegated may amend the Plan by having prepared and signing on behalf of the Company in accordance with such resolutions an amendment to the Plan which is within the scope of amendments which such party has authority to adopt. Also, any such delegation to amend the Plan may be terminated at any time by later resolution adopted by the Board (or its Executive Committee).

15.6.4      Further, and in addition to the procedures for amending the Plan set forth in Subsections 15.6.2 and 15.6.3 above, the Committee shall, for and on behalf of the Company in connection with the Company's position as the sponsor of the Plan, have the power to recommend to the Company any amendment to the Plan which the Committee believes is advisable, including but not limited to any amendment that is intended to improve the administration of the Plan, any amendment that is intended to further the purposes or understanding of the Plan, and any amendment that the Committee determines is necessary to maintain the tax-favored status of the Plan, but subject to the limitations set forth in Sections 15.1 and 15.2 above. When recommending any such amendment, the Committee shall not be acting in any fiduciary capacity with respect to the Plan but instead shall be acting solely as an agent and representative of the Company in its position as the sponsor of the Plan. Any amendment to the Plan that is recommended by the Committee shall become effective when (and shall not be effective unless and until) (a) it is consented to in writing by the Chief Executive Officer of the Company (or such other Company officer who is permitted to consent to such amendment by resolutions of the Board or the Board's Executive Committee) and (b) it is approved by resolutions adopted by the Board or the Board's Executive Committee (except that the approval by the Board or the Board's Executive Committee shall not be required in the case of any amendment that the Committee has determined is necessary to maintain the tax-qualified status of the Plan under section 401(a) of the Code or any amendment that the Committee determines will not have a material cost impact on the Participating Companies).

15.6.5      Finally, in the event of any right of parties other than the Board or its Executive Committee to amend the Plan that is delegated or provided them under Subsection 15.6.3 or 15.6.4 above, and even while such right remains in effect, the Board (and its Executive Committee) shall continue to retain its own right to amend the Plan pursuant to the procedure set forth in Subsection 15.6.2 above.

15.7      Preservation of Pre-January 1, 2002 Protected Benefits . This January 1, 2002 amendment and restatement of the Plan shall not, except to the extent permitted in regulations issued under section 411(d)(6) of the Code, reduce or eliminate any benefit of a Participant that as of December 31, 2001 was protected under Code section 411(d)(6), including the Participant's Accrued Benefit as in effect as of December 31, 2001 or any early retirement benefit, retirement-type subsidy, or optional form of benefit provided that the Participant met or meets (either before, on, or after January 1, 2002) the December 31, 2001 conditions for such benefit or subsidy and to the extent such benefit or subsidy is solely based and calculated on the basis of the Participant's Accrued Benefit, compensation, service, and/or other relevant factors determined as of the end of December 31, 2001.

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Exhibit 10.13

ARTICLE 16
TERMINATION OF PLAN

16.1      Vesting on Plan Termination .
16.1.1      Upon a complete or partial termination of the Plan, all interests of each Participant affected by the complete or partial termination in the benefits he has accrued under the Plan, as determined as of the date of complete or partial termination and to (and only to) the extent funded as of such date, shall become nonforfeitable. Notwithstanding any other provision herein to the contrary, no Participant (or person claiming through him) shall have any recourse towards satisfaction of his Plan benefits, if any, other than from the assets of the Plan (or the Pension Benefit Guaranty Corporation).

16.1.2      Any Participant who would not be entitled to any retirement benefit under the provisions of Article 6 above but for the provisions of Subsection 16.1.1 above, but who becomes entitled to a benefit because of such provisions, shall be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The provisions of Article 7 above (concerning, e.g. , the commencement date, form, and amount of payment), Article 8 above (concerning certain death benefits), Article 9 above (concerning certain “transition” and other benefits), Article 10 above (concerning maximum benefit limits and restrictions on benefits for highly paid participants), and Article 11 above (concerning certain miscellaneous benefit matters) shall apply to the payment of any retirement benefit payable under this Section 16.1 as if such retirement benefit was described in Article 6 above.

16.2      Special Rules as to Interest Rate and Mortality Table on Complete Plan Termination . If the Plan is completely terminated on or after January 1, 2008, then, notwithstanding any other provision of the Plan to the contrary, the subsections of this Section 16.2 shall apply to the Plan.

16.2.1      To the extent a Participant's Plan benefit is determined in relation to the Participant's Cash Balance Account, the interest rate and mortality table used on and after the date of the Plan's termination for purposes of determining the amount of any Plan benefit of the Participant that is payable in the form of an annuity commencing at or after the Participant's Normal Retirement Age shall be the interest rate and mortality table specified under the Plan for that purpose as of the Plan's termination date; except that, if the interest rate is a variable rate, then the interest rate for that purpose shall be determined pursuant to the rules set forth in Subsection 16.2.2 below.

16.2.2      If the interest crediting rate used under Section 5.4 above to determine a Participant's Cash Balance Account has been a variable rate during the interest crediting periods in the five-year period ending on the date of the Plan's termination (including any case in which the interest crediting rate was not the same fixed rate during all such periods), then the interest crediting rate used under Section 5.4 above to determine the Participant's Cash Balance Account after the date of the Plan's termination shall be equal to the arithmetric average of the interest crediting rates applied under Section 5.4 above during each interest crediting period for which the interest crediting date is within the five-year period ending on the Plan's termination date (with each rate adjusted to reflect the length of the interest crediting period and the average rate expressed as an annual rate).


77

Exhibit 10.13

16.3      Distribution Method on Termination . Upon a complete termination of the Plan, the Committee shall determine, and direct the appropriate parties accordingly, from among the following methods, the method of discharging and satisfying all obligations under the Plan on behalf of Participants affected by the complete termination: (a) by the purchase of a group or individual retirement annuity or annuities from any insurance company selected by the Committee; (b) by the liquidation and distribution of the assets of the Plan; or (c) by any combination of such methods. Any distribution made by reason of the termination of the Plan shall continue to meet the provisions of the Plan concerning the form in which distributions from the Plan must be made, however.

16.4      Allocation of Assets on Termination . Under whatever method is chosen by the Committee to discharge and satisfy the obligations on behalf of affected Participants, upon the termination of the Plan the assets of the Plan shall be allocated among the Participants in the Plan on the basis of their then Plan benefits, in accordance with the following provisions.

16.4.1      Subject to Subsections 16.4.2 through 16.4.4 below, the assets of the Plan shall, in the event of the termination of the Plan, be allocated among the Participants in the Plan on the basis of their then Plan benefits, in the following order of priority classes until such assets are exhausted.

(a)      Priority Class 1 : First, equally to all benefits described in subparagraphs (i) and (ii) immediately below:

(i)      in the case of all benefits which are in pay status three years or more prior to the date of termination, to each such benefit as determined under the provisions of the Plan in effect during the five-year period ending on the date of termination under which such benefit would be the least in amount; and

(ii)      in the case of all benefits which would have been in pay status three years prior to the date of termination had the applicable Participants been retired or terminated in employment prior to the three-year period ending on the date of termination, to each such benefit as determined under the provisions of the Plan in effect during the five-year period ending on the date of termination under which such benefit would be the least in amount.

(b)      Priority Class 2 : Second, equally to the benefits described in subparagraphs (i) and (ii) immediately below:

(i)      to all other benefits guaranteed by the Pension Benefit Guaranty Corporation under title IV of ERISA, determined without regard to section 4022B(a) of ERISA; and

(ii)      to the additional benefits, if any, which would be guaranteed by the Pension Benefit Guaranty Corporation under title IV of ERISA if section 4022(b)(5) of ERISA did not apply.

For purposes of this Priority Class 2, section 4021 of ERISA shall be applied without regard to subparagraph (c) thereof.

(c)      Priority Class 3 : Third, to all other vested and nonforfeitable benefits (determined without regard to such benefits which become vested and nonforfeitable solely because of the termination of the Plan).

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Exhibit 10.13


(d)      Priority Class 4 : Fourth, to all other benefits.

16.4.2      For purposes of the order of priority classes described in Subsection 16.4.1 above, the following provisions shall apply.

(a)      The amount allocated under any priority class in Subsection 16.4.1 above with respect to any benefit shall be properly adjusted for any allocation of assets with respect to that benefit under a prior priority class in such subsection.

(b)      If the assets available for allocation under either Priority Class 1, 2, or 4 above are insufficient to satisfy in full the Plan benefits described in such priority class, then such assets shall be allocated pro rata on the basis of the present value of the benefits described in such priority class (such present value being determined as of the date of termination).

(c)      This paragraph (c) applies if the assets available for allocation under Priority Class 3 above are insufficient to satisfy in full the Plan benefits described in Priority Class 3. In such event, the following provisions apply.

(i)      Such assets shall be allocated, except as provided in subparagraph (ii) immediately below, on a pro rata basis to the benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect at the beginning of the five-year period ending on the date of termination had never been changed.

(ii)      If the assets available for allocation under Priority Class 3 are sufficient to satisfy in full the benefits described in subparagraph (i) immediately above, then such assets shall be allocated to the benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect at the latest point in time during the five-year period ending on the date of termination that such assets available for allocation are sufficient to satisfy in full such benefits had never been changed, with any such assets remaining to be allocated being allocated pro rata to the additional benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect under the next succeeding Plan amendment which modified any benefits had never been changed.

(d)      If the allocations made pursuant to this Section 16.4 (without regard to this paragraph (d)) result in discrimination prohibited by section 401(a)(4) of the Code, then, to the extent required to prevent the disqualification of the Plan under section 401(a)(4) of the Code: (i) the assets allocated under paragraph (b) of Priority Class 2, Priority Class 3, and Priority Class 4 shall be reallocated to the extent necessary to avoid such discrimination, and, if still necessary to avoid such discrimination after such reallocation, (ii) the assets otherwise allocable to benefits which are limited or restricted under Section 10.2 above (and which are not otherwise allocated to paragraph (b) of Priority Class 2, to Priority Class 3, or to Priority Class 4 under clause (i) immediately above) shall also be reallocated to the extent necessary to avoid such discrimination.

16.4.3      Any allocations, determinations, distributions, or other actions taken pursuant to this Section 16.4 shall be subject to all required approvals and authorizations of the Pension Benefit Guaranty Corporation and the Internal Revenue Service.


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Exhibit 10.13

16.4.4      Finally, in the case of a complete termination, any assets of the Plan remaining after all foregoing liabilities in the priority classes set forth in Subsection 16.4.1 above have been satisfied shall be paid to the Participating Companies, provided such payment does not violate any applicable Federal law.

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Exhibit 10.13

ARTICLE 17

TOP HEAVY PROVISIONS

17.1      Determination of Whether Plan Is Top Heavy . For purposes of this Article 17, this Plan shall be considered a “Top Heavy Plan” for any Plan Year (for purposes of the first two sentences of this Section 17.1, the “subject Plan Year”) if, and only if, (a) this Plan is an Aggregation Group Plan during at least part of the subject Plan Year, and (b) the ratio of the total Present Value of all accrued benefits of Key Employees under all Aggregation Group Plans to the total Present Value of all accrued benefits of both Key Employees and Non-Key Employees under all Aggregation Group Plans equals or exceeds 0.6. All calculations called for in clauses (a) and (b) above with respect to this Plan and with respect to the subject Plan Year shall be made as of this Plan's Determination Date which is applicable to the subject Plan Year, and all calculations called for under clause (b) above with respect to any Aggregation Group Plan other than this Plan and with respect to the subject Plan Year shall be made as of that plan's Determination Date which is applicable to such plan's plan year that has its Determination Date fall within the same calendar year as the Determination Date being used by this Plan for the subject Plan Year. For the purpose of this Article 17, the following terms shall have the meanings hereinafter set forth.

17.1.1      Aggregation Group Plan . “Aggregation Group Plan” refers, with respect to any plan year of such plan, to a plan (a) which qualifies under Code section 401(a), (b) which is maintained by an Affiliated Employer, and (c) which either includes a Key Employee as a participant (determined as of the Determination Date applicable to such plan year) or allows another plan qualified under Code section 401(a), maintained by an Affiliated Employer, and including at least one Key Employee as a participant to meet the requirements of section 401(a)(4) or section 410(b) of the Code. In addition, if the Company so decides, any plan which meets clauses (a) and (b) but not (c) of the immediately preceding sentence shall be treated as an “Aggregation Group Plan” with respect to any plan year of such plan if the group of such plan and all other Aggregation Group Plans will meet the requirements of sections 401(a)(4) and 410(b) of the Code with such plan being taken into account.

17.1.2      Determination Date . The “Determination Date” which is applicable to any plan year of an Aggregation Group Plan refers to the last day of the immediately preceding plan year (except that, for the first plan year of such a plan, the “Determination Date” applicable to such plan year shall be the last day of such first plan year).

17.1.3      Key Employee . With respect to any Aggregation Group Plan and as of any Determination Date that applies to a plan year of such plan, a “Key Employee” refers to a person who at any time during the plan year ending on the subject Determination Date is:

(a)      an officer of an Affiliated Employer, provided such person receives compensation from the Affiliated Employers of an amount greater than $130,000 (as adjusted under section 416(i) of the Code for plan years beginning after December 31, 2002) for the applicable plan year. For this purpose, no more than 50 employees (or, if less, the greater of three or 10% of the employees of the Affiliated Employers) shall be treated as officers;

(b)      a 5% or more owner of any Affiliated Employer; or

(c)      a 1% or more owner of any Affiliated Employer who receives

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Exhibit 10.13

compensation of $150,000 or more from the Affiliated Employers for the applicable plan year.

For purposes of paragraphs (b) and (c) above, a person is considered to own 5% or 1%, as the case may be, of an Affiliated Employer if he owns (or is considered as owning within the meaning of Code section 318, except that subparagraph (C) of Code section 318(a)(2) shall be applied by substituting “5%” for “50%”) at least 5% or 1%, as the case may be, of either the outstanding stock or the voting power of all stock of the Affiliated Employer (or, if the Affiliated Employer is not a corporation, at least 5% or 1%, as the case may be, of the capital or profits interest in the Affiliated Employer). Further, for purposes of this entire Subsection 17.1.3, the term “Key Employee” includes any person who is deceased as of the subject Determination Date but who when alive had been a Key Employee at any time during the plan year ending on the subject Determination Date, and any accrued benefit payable to his beneficiary shall be deemed to be the accrued benefit of such person.

17.1.4      Non-Key Employee . With respect to any Aggregation Group Plan and as of any Determination Date that applies to a plan year of such plan, a “Non-Key Employee” refers to a person who at any time during the plan year ending on the subject Determination Date is an employee of an Affiliated Employer and who has never been considered a Key Employee as of such or any earlier Determination Date. Further, for purposes of this Subsection 17.1.4, the term “Non-Key Employee” includes any person who is deceased as of the subject Determination Date and who when alive had been an employee of an Affiliated Employer at any time during the plan year ending on the subject Determination Date but had not been a Key Employee as of the subject or any earlier Determination Date, and any accrued benefit payable to his beneficiary shall be deemed to be the accrued benefit of such person.

17.1.5      Present Value of Accrued Benefits .

(a)      For any Aggregation Group Plan which is a defined benefit plan (as defined in Code section 414(j)), including such a plan which has been terminated, the “Present Value” of a participant's accrued benefit, as determined as of any Determination Date, refers to the single sum value (calculated as of the latest Valuation Date which coincides with or precedes such Determination Date and in accordance with the actuarial assumptions adopted under such defined benefit plan for valuing single sum forms of benefits which are in effect as of such Valuation Date) of the monthly retirement or termination benefit which the participant had accrued under such plan to such Valuation Date. For this purpose, such accrued monthly retirement or termination benefit is calculated as if it was to first commence as of the first day of the month next following the month the participant first attains his normal retirement age under such plan (or, if such normal retirement age had already been attained, as of the first day of the month next following the month in which occurs such Valuation Date) and as if it was to be paid in the form of a single life annuity. Further, the accrued benefit of any participant under such plan (other than a participant who is a Key Employee) shall be determined under the method which is used for accrual purposes for all defined benefit plans of the Affiliated Employers (or, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rates permitted under the fractional rule of section 411(b)(1)(C) of the Code). In addition, the dollar amount of any distributions made from the plan (including the value of any annuity contract distributed from the plan) actually paid to such participant prior to the subject Valuation Date but still within the plan year ending on the subject Determination Date (or, when the distribution is made other than by reason of the participant's severance from employment from the Affiliated Employers, his death, or his disability, the five consecutive plan years ending on the subject Determination Date) shall be added in calculating such “Present Value” of the participant's

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Exhibit 10.13

accrued benefit.

(b)      For any Aggregation Group Plan which is a defined contribution plan (as defined in Code section 414(i)), including such a plan which has been terminated, the “Present Value” of a participant's accrued benefit, as determined as of any Determination Date, refers to the sum of (i) the total of the participant's account balances under the plan (valued as of the latest Valuation Date which coincides with or precedes such Determination Date), and (ii) an adjustment for contributions due as of such Determination Date. In the case of a profit sharing or stock bonus plan, the adjustment in clause (ii) above shall be the amount of the contributions, if any, actually made after the subject Valuation Date but on or before such Determination Date (and, in the case of the first plan year, any amounts contributed to the plan after such Determination Date which are allocated as of a date in such first plan year). In the case of a money purchase pension or target benefit plan, the adjustment in clause (ii) above shall be the amount of the contributions, if any, which are either actually made or due to be made after the subject Valuation Date but before the expiration of the period allowed for meeting minimum funding requirements under Code section 412 for the plan year which includes the subject Determination Date. In addition, the value of any distributions made from the plan (including the value of any annuity contract distributed from the plan) actually paid to such participant prior to the subject Valuation Date but still within the plan year ending on the subject Determination Date (or, when the distribution is made other than by reason of the participant's severance from employment from the Affiliated Employers, his death, or his disability, the five consecutive plan years ending on the subject Determination Date) shall be added in calculating such “Present Value” of the participant's accrued benefit.

(c)      In the case of any rollover (as defined in the appropriate provisions of the Code), or a direct plan-to-plan transfer, to or from a subject Aggregation Group Plan, which rollover or transfer is both initiated by a participant and made between a plan maintained by an Affiliated Employer and a plan maintained by an employer other than an Affiliated Employer, (i) the Aggregation Group Plan, if it is the plan from which the rollover or transfer is made, shall count the amount of the rollover or transfer as a distribution made as of the date such amount is distributed by such plan in determining the “Present Value” of the participant's accrued benefit under paragraph (a) or (b) above, as applicable, and (ii) the Aggregation Group Plan, if it is the plan to which the rollover or transfer is made, shall not so consider the amount of the rollover or transfer as part of the participant's accrued benefit in determining such “Present Value” if such rollover or transfer was or is accepted after December 31, 1983 and shall so consider such amount if such rollover or transfer was accepted prior to January 1, 1984.

(d)      In the case of any rollover (as defined in the appropriate provisions of the Code), or a direct plan-to-plan transfer, to or from a subject Aggregation Group Plan, which rollover or transfer is not described in paragraph (c) above, (i) the subject Aggregation Group Plan, if it is the plan from which the rollover or transfer is made, shall not consider the amount of the rollover or transfer as part of the participant's accrued benefit in determining the “Present Value” thereof under paragraph (a) or (b) above, as applicable, and (ii) the subject Aggregation Group Plan, if it is the plan to which the rollover or transfer is made, shall consider the amount of the rollover or transfer when made as part of the participant's accrued benefit in determining such “Present Value.”

(e)      As is noted in paragraphs (a) and (b) above, the “Present Value” of any participant's accrued benefit under any Aggregation Group Plan (that is either a defined benefit plan or a defined contribution plan) as of any Determination Date includes the value of

83

Exhibit 10.13

any distribution from such a plan actually paid to such participant prior to the last Valuation Date which coincides with or precedes such Determination Date but still within the plan year ending on the subject Determination Date (or, in some cases, within the five year period ending on the subject Determination Date). This rule shall also apply to any distribution under any terminated defined benefit or defined contribution plan which, if it had not been terminated, would have been required to be included as an Aggregation Group Plan.

(f)      Notwithstanding the foregoing provisions, the “Present Value” of a participant's accrued benefit under any Aggregation Group Plan (that is either a defined benefit plan or a defined contribution plan) as of any Determination Date shall be deemed to be zero if the participant has not performed services for any Affiliated Employer at any time during the plan year ending on the subject Determination Date.

17.1.6      Valuation Date . A “Valuation Date” refers to: (a) in the case of an Aggregation Group Plan that is a defined benefit plan (as defined in Code section 414(j)), the date as of which the plan actuary computes plan costs for minimum funding requirements under Code section 412 (except that, for an Aggregation Group Plan that is a defined benefit plan which has terminated, a “Valuation Date” shall be deemed to be the same as a Determination Date); and (b) in the case of an Aggregation Group Plan that is a defined contribution plan (as defined in Code section 414(i)), the date as of which plan income, gains, and/or contributions are allocated to plan accounts of participants.

17.1.7      Compensation . For purposes hereof, a participant's “compensation” shall refer to his Compensation as defined in Section 10.3 above.

17.2      Effect of Top Heavy Status on Vesting . If for any Plan Year this Plan is a Top Heavy Plan, then, notwithstanding any other provision of the Plan to the contrary, any Participant who is a Participant at some time during such Plan Year and who ceases to be an Employee during such or any later Plan Year prior to being entitled to any other retirement benefit under the Plan, but after completing at least three years of Vesting Service (not including any years of Vesting Service completed after the last Plan Year in which this Plan is considered a Top Heavy Plan), shall still be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The provisions of Article 7 above (concerning, e.g. , the commencement date, form, and amount of payment), Article 8 above (concerning certain death benefits), Article 9 above (concerning certain “transition” and other benefits), Article 10 above (concerning maximum benefit limits and restrictions on benefits for highly paid participants), and Article 11 above (concerning certain miscellaneous benefit matters) shall apply to the payment of any retirement benefit payable under this Section 17.2 as if such retirement benefit was described in Article 6 above.

17.3      Effect of Top Heavy Status on Benefit Amounts .

17.3.1      For any Plan Year in which this Plan is considered a Top Heavy Plan, then, notwithstanding any other provision of the Plan to the contrary, the annual amount (if paid in the form of an annuity) or the single sum amount (if paid in the form of a single sum payment) of any retirement benefit to which a Participant becomes entitled under the Plan shall not: (a) if paid in the form of a Single Life Annuity that commences as of the later of the Participant's Normal Retirement Date or the date as of which the Participant's retirement benefit under the Plan commences (for purposes of this Subsection 17.3.1, the Participant's “normal commencing Single Life Annuity”), be less than the product obtained by multiplying (i) 2% of the Participant's

84

Exhibit 10.13

average annual compensation (as defined below) by (ii) the Participant's years of service (as defined below), up to but not exceeding ten such years; and (b) if paid in any form of benefit and/or as of any commencement date other than the form of benefit and commencement date that apply under a normal commencing Single Life Annuity, be less than the annual amount or single sum amount (as appropriate) that makes the Participant's retirement benefit that is paid in such other form and/or as of such other commencement date actuarially equivalent to the minimum retirement benefit that is described in clause (a) immediately above when such retirement benefit is paid in the form of a normal commencing Single Life Annuity.

17.3.2      For purposes of this Section 17.3, a Participant's “average annual compensation” refers to the annual average of his compensation received from the Affiliated Employers for the five consecutive calendar years which produce the highest result (excluding from consideration, however, compensation received in any Plan Year which began prior to January 1, 1984, in any calendar year which begins after the end of the last Plan Year in which the Plan is considered a Top Heavy Plan, and in any calendar year which does not end during a year of service).

17.3.3      For purposes of this Section 17.3, except as provided below, a Participant's “years of service” shall include each period for which the Participant is credited with a year of Vesting Service, regardless of the Participant's level of compensation during such period and regardless of whether the Participant is employed on any particular date during such period (such as the last day of such period). Notwithstanding the foregoing, a Participant's “years of service” for purposes of this Section 17.3 shall not include any period which began prior to January 1, 1984, any period which is not included at least in part in a Plan Year as of which the Plan is considered a Top Heavy Plan, or any period which occurs during a Plan Year when the Plan benefits (within the meaning of section 410(b) of the Code) no Key Employee or former Key Employee.

17.3.4      For purposes of the foregoing provisions of this Section 17.3, a Participant's benefit accruals under any other defined benefit plan (as defined in Section 414(j) of the Code) maintained by any Affiliated Employer and which is an Aggregation Group Plan for the subject Plan Year, other than benefit accruals made by reason of any top heavy provisions of such other plan, shall be considered as benefit accruals under this Plan.
17.3.5      Notwithstanding the foregoing provisions of this Section 17.3, such provisions shall not apply so as to cause any additional benefit to be provided a Participant for a Plan Year under this Plan if (i) such Participant actively participates in an Aggregation Group Plan maintained by an Affiliated Employer at any time in such Plan Year which is later than any date in such year on which he or she actively participates in this Plan and (ii) such other plan provides for the same benefit as would otherwise be required under the foregoing provisions of this Section 17.3 for such Plan Year.



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Exhibit 10.13

ARTICLE 18

MISCELLANEOUS

18.1      Exclusive Benefit of Participants . All assets of the Plan shall be held in the Trust for the benefit of the Participants. In no event shall it be possible, at any time prior to the satisfaction of all liabilities with respect to the Participants, for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their beneficiaries (except as may be otherwise provided in Sections 12.2 and 12.3 above) or for payment of proper administrative costs and expenses of the Plan and the Trust. No person shall have any interest in or right to any part of the Trust, or any rights in, to, or under the Trust, except as and to the extent expressly provided in the Plan.

18.2      Mergers, Consolidations, and Transfers of Assets .

18.2.1      Notwithstanding any other provision hereof to the contrary, in no event shall this Plan be merged or consolidated with any other plan and trust, nor shall any of the assets or liabilities of this Plan be transferred to any other plan or trust or vice versa, unless: (1) either the Plan is amended to provide for such action or the Committee determines that such action furthers the purposes of this Plan; (2) each Participant and beneficiary would (if this Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if this Plan had then terminated); and (3) such merger, consolidation, or transfer of assets does not cause any accrued benefit, early retirement benefit, retirement-type subsidy, or optional form of benefit of a person under this Plan or the applicable other plan, or the person's rights to any such benefits, to be eliminated or reduced except to the extent such elimination or reduction is permitted under section 411(d)(6) of the Code or in Treasury regulations issued thereunder. In the event of any such merger, consolidation, or transfer, the requirements of clause (2) set forth in the immediately preceding sentence shall be deemed to be satisfied if the merger, consolidation, or transfer conforms to and is in accordance with regulations issued under section 414(1) of the Code.

(a)      In addition, in the case of any spin-off to this Plan from another plan which is maintained by an Affiliated Employer or of any spin-off from this Plan to another plan which is maintained by an Affiliated Employer, a percentage of the excess assets (as determined under section 414(l)(2) of the Code) held in the plan from which the spin-off is made (if any) shall be allocated to each of such plans to the extent required by section 414(l)(2) of the Code.

(b)      Subject to the provisions of this Subsection 18.2.1, the Committee may take action to merge or consolidate this Plan and the Trust with any other plan and trust or permit the transfer of any assets and liabilities of this Plan and the Trust to any other plan and trust or vice versa.

18.2.2      If an Employee who is participating in the Cincinnati Bell Pension Plan, as such plan exists as of the Effective Amendment Date or is subsequently amended or renamed (for purposes of this Subsection 18.2.2, the “CBPP”), becomes a Participant in this Plan, his accrued benefit under the CBPP (and the assets related thereto) shall be transferred to and assumed by this Plan. Further, if a Participant in this Plan becomes a Participant in the CBPP, his accrued benefit under the Plan (and the assets related thereto) shall be transferred to and assumed by the

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Exhibit 10.13

CBPP. Any transfer of benefits and assets provided under this Subsection 18.2.2 shall be subject to the provisions of Subsection 18.2.1 above.

18.2.3      To the extent required under the Mandatory Portability Agreement, accrued benefits (and related assets) shall be transferred to and from Former Affiliate Plans (as such term is defined in the Mandatory Portability Agreement), provided that no accrued benefit shall be transferred to and assumed by this Plan unless assets at least equal to such accrued benefits also are transferred to this Plan. Any transfer of benefits and assets provided under this Subsection 18.2.3 shall be subject to the provisions of Subsection 18.2.1 above.

18.3      Benefits and Service for Military Service . Notwithstanding any provision of the Plan to the contrary and in order to satisfy the requirements of sections 401(a)(37) and 414(u) of the Code with respect to a Participant's qualified military service, the following provisions of this Section 18.3 shall apply.

18.3.1      An individual reemployed as an Employee by an Affiliated Employer under chapter 43 of title 38 of the United States Code (as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment) shall be treated as not having incurred a Break in Service for purposes of the Plan by reason of such individual's qualified military service.
18.3.2      Each period of qualified military service served by an individual shall, upon reemployment as an Employee by an Affiliated Employer under chapter 43 of title 38 of the United States Code (as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment), be deemed to constitute Vesting Service for purposes of the Plan.
18.3.3      For purposes of Article 10 above, a Participant who is in qualified military service shall be treated as receiving Compensation during the period of qualified military service equal to the Compensation the Participant would have received during such period were he not in qualified military service, determined based on the rate of pay the Participant would have received from the Affiliated Employers but for his absence during the during the period of qualified military service; except that, if the compensation the Participant would receive during the period of qualified military service is not reasonably certain, then the Participant shall be treated as receiving compensation from the Affiliated Employers during the period of qualified military service equal to the Participant's average compensation from the Affiliated Employers during the shorter of (a) the twelve month period immediately preceding the period of the qualified military service or (b) the Participant's entire period of employment by the Affiliated Employers.
18.3.4      If a Participant dies on or after January 1, 2007 and while performing qualified military service, the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. By reason of the immediately preceding sentence and among other things, credit for Vesting Service shall be provided for the period of qualified military service of a Participant who dies while performing qualified military service for purposes of determining whether any death benefit is provided under the Plan with respect to the Participant (but the amount of such death benefit is not determined as if the Participant received benefit accruals during such qualified military service).
18.3.5      An individual receiving, in a Plan Year that begins after December 31,

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Exhibit 10.13

2008, a differential wage payment from an Affiliated Employer shall be treated as an Employee of such Affiliated Employer and the differential wage payment shall be treated as part of the Participant's compensation solely for purposes of applying Articles 10 and 17 above and applying any other requirement imposed by the Code on the Plan (but shall not be used for any other purposes of the Plan). For purposes hereof, a “differential wage payment” means any payment that is made by an Affiliated Employer to an individual with respect to any period during which the individual is performing service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) while on active duty for a period of more than 30 days and represents all or a portion of the wages that the individual would have received from such Affiliated Employer if the individual were performing service for such Affiliated Employer.
18.3.6      For all purposes of this Section 18.3, “qualified military service” means, with respect to any individual, any service of his in the uniformed services (as defined in chapter 43 of title 38 of the United States Code, as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment) if he is entitled to reemployment rights with the Employer under such chapter with respect to such service.
    
18.4      Actions Required by Mandatory Portability Agreement . This Plan shall comply with any requirements of the Mandatory Portability Agreement that apply to it. Thus, to the extent not addressed elsewhere in this Plan, any action shall be taken under or in connection with the Plan if it is required to comply with the Mandatory Portability Agreement. However, as is indicated in Section 3.7 above, Employees of certain Participating Companies are not subject to or affected by the Mandatory Portability Agreement while employed by any such companies, and this Section 18.4 shall not give any rights under the Mandatory Portability Agreement to such Employees while employed by any such company.

18.5      Authority to Act for Company . Except as is otherwise expressly provided elsewhere in this Plan, any matter or thing to be done by the Company shall be done by the Board or the Board's Executive Committee, except that the Board or the Board's Executive Committee may, by resolution, delegate in writing to any officer of any Affiliated Employer any or all of its rights or duties hereunder (and any such delegation shall be deemed incorporated into and made a part of this Plan). Any such delegation shall be valid and binding upon all persons, and the person or persons to whom authority is delegated shall have full power to act in all matters so delegated until the authority expires by its terms or is revoked by resolution of the Board or the Board's Executive Committee.

18.6      Relationship of Plan to Employment Rights . The adoption and maintenance of the Plan is purely voluntary on the part of the Participating Companies and neither the adoption nor the maintenance of the Plan shall be construed as conferring any legal or equitable rights to employment on any person.

18.7      Applicable Law . The provisions of the Plan shall be administered and enforced according to applicable Federal law and, only to the extent not preempted by Federal law, to the laws of the State of Ohio. The Company may at any time initiate any legal action or proceedings for the determination of any question of construction which arises or for instructions. Except as required by law, in any application to, or proceeding or action in, any court with regard to the Plan, only the Company shall be a necessary party, and no Participant, beneficiary, or other person having or claiming any interest in the Plan shall be entitled to any notice or service of process.

88

Exhibit 10.13

The Company may include as parties defendant any other person or persons. Any judgment entered into in such a proceeding or action shall be conclusive upon all persons claiming under the Plan.

18.8      Separability of Provisions . If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed and enforced as if such provision had not been included.

18.9      Counterparts . The Plan may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument, which shall be sufficiently evidenced by any one thereof.

18.10      Headings . Headings used throughout the Plan are for convenience only and shall not be given legal significance.

18.11      Special Definitions and Tables . Any terms which are defined by use of a parenthetical contained in any provision of the Plan shall apply only to the provision in which such parenthetical is contained, except where otherwise indicated in such parenthetical or the context otherwise requires. In addition, any tables attached to this Plan shall constitute a part of this Plan.

18.12      Plan Administrator and Sponsor . The Company shall be the Plan's administrator and sponsor as those terms are used in ERISA.

18.13      Accumulated Benefit Used To Satisfy Applicable Age Discrimination Rules . As is indicated in Subsection 2.1.2 above, a Participant's Accumulated Benefit as of any specified date that occurs on or after January 1, 2008 shall be the Participant's benefit that is used for purposes of determining whether the requirements of section 411(b)(1)(H)(i) and (b)(5) of the Code and section 204(b)(1)(H)(i) and (b)(5) of ERISA (as such sections are amended by the Pension Protection Act of 2006), and any Treasury regulations issued thereunder, are met for the Plan with respect to the Participant's Plan benefit as of such specified date.

89

Exhibit 10.13

ARTICLE 19

2004 EARLY RETIREMENT OFFER

19.1      Overview . This Article 19 is effective as of August 19, 2004 and provides for special benefits to be provided certain Participants who accept an offer of the Participating Employers of a special benefit program, all as is provided for in the following provisions of this Article 19.

19.2      Special Definitions . For purposes of this Article 19 only, the following terms shall have the meanings hereinafter set forth:

19.2.1      The term “Eligible Participant” means any person who is eligible under Section 19.3 below to be offered the special benefit program described in this Article 19.

19.2.2      The term “Extra Lump Sum Formula Amount” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19, an amount equal to the product obtained by multiplying (a) a dollar amount equal to two weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2004 by (b) the number of whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2004. Notwithstanding the immediately preceding sentence, such Eligible Participant's “Extra Lump Sum Formula Amount” shall in no event be deemed to exceed an amount equal to one year's value of the Eligible Participant's base rate of pay as determined on October 1, 2004. For purposes of this Subsection 19.2.2, if such Eligible Participant is assigned to a sales division of a Participating Employer and received Sales Incentive Compensation Awards, all such awards paid to him for the twelve month period ending on the day immediately preceding October 1, 2004 will be taken into account in determining his base rate of pay on October 1, 2004. In addition, for purposes of this Subsection 19.2.2 and except as is provided in the immediately preceding sentence, night differentials, overtime pay, team incentive and other awards, bonuses, and any other amounts not part of such Eligible Participant's basic rate of scheduled pay shall not be included in determining such Eligible Participant's base rate of pay. Notwithstanding the foregoing, for an Eligible Participant who is described in Subsection 19.4.4 below, each reference to “October 1, 2004” in the foregoing provisions of this Subsection 19.2.2 shall be deemed to be a reference to the Eligible Participant's last day of employment with the Affiliated Employers.

19.2.3      The term “Normal Retirement Extra Single Life Annuity Benefit” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19 and when determined as of any date (for purposes of this Subsection 19.2.3, the “subject date”), a hypothetical Single Life Annuity payable to the Eligible Participant that both (a) commences to be paid as of the later of the Eligible Participant's Normal Retirement Date or the Eligible Participant's Offer Retirement Date and (b) has a monthly amount that is actuarially equivalent to a hypothetical single sum payment that both is made as of the subject date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount. The actuarial assumptions to be used in making such actuarially equivalent calculation shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject date is the benefit's commencement date.

19.2.4      The term “Offer Retirement Date” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19, the date

90

Exhibit 10.13

the Participant ceases to be an Employee pursuant to such offer.

19.2.5      The term “Net Credited Service” means, with respect to any Participant, the Eligible Participant's Term of Employment that would be determined under the terms of the Prior Pension Plan if all references to a “Covered Employee” in such Prior Pension Plan were deemed to be references to an “Employee” (and if section 4.1.8 of such Prior Pension Plan were disregarded).

19.3      Eligible Participants . Any person shall be eligible to be offered the special benefit program described in this Article 19 if, and only if, he meets the following conditions:

19.3.1      he is on August 19, 2004 both a Covered Employee and a Participant in the Plan; and

19.3.2      he would by December 31, 2006, if he remained an Employee from August 19, 2004 to December 31, 2006, either (a) have Net Credited Service of 30 or more years, (b) both be age 50 and have Net Credited Service of 25 or more years, (c) both be age 55 and have Net Credited Service of 20 or more years, or (d) both be age 60 and have Net Credited Service of 10 or more years; and

19.3.3      he is not prevented by the Participating Employers from accepting the special benefit program offer provided under this Article 19 because of business needs of the Participating Employers. In this regard, the Participating Employers may take actions to exclude employees performing certain jobs from being eligible for such offer and/or to limit the number of employees in the Participating Employers in the aggregate, or in any department, job, or other unit, who will be permitted to accept such offer.

19.4      Offer .

19.4.1      The Participating Employers shall, on or about November 3, 2004, deliver or mail written material to each Eligible Participant setting forth the special benefit program offer described in this Article 19 (with such written material being referred to in this Article 19 as an “offer package”).

19.4.2      Such special benefit program offer shall provide that an Eligible Participant shall receive the benefits described in Sections 19.5 and 19.6 below if, and only if, the Eligible Participant:

(a)      voluntarily terminates his employment with the Affiliated Employers on such date as is requested or agreed to by the Participating Employers (which date shall not be earlier than the date on which he receives the offer package or later than December 31, 2006);

(b)      accepts the special benefit program offered to him under this Article 19 by, and only by, signing a form prepared by the Participating Employers for this purpose (which form sets forth the Eligible Participant's agreement to accept the offer and to retire in accordance with the rules of paragraph (a) of this Subsection 19.4.2) and filing such signed form with the Participating Employers on or prior to the latest date as of which the latest offer package received by him indicates he can accept such offer (which date shall not in any event occur after December 1, 2004); and


91

Exhibit 10.13

(c)      releases and waives any claims that he may have against the Affiliated Employers and all of the Affiliated Employers' related parties that are requested to be released by the Participating Employers in connection with the special benefit program offer provided under this Article 19, by, and only by, signing a form prepared by the Participating Employers for this purpose and filing such signed form with the Participating Employers within such time period as is set by the Participating Employers (which generally will be his Offer Retirement Date or the three immediately following business days); and

(d)      meets all other conditions imposed by the Participating Employers for accepting such offer.

19.4.3      If an Eligible Participant does not accept the special benefit program offer provided to him under this Article 19 or fails to meet all of the conditions set forth in Subsection 19.4.2 above, he shall not at any time be entitled to the benefits described in Sections 19.5 and 19.6 below.

19.4.4      Notwithstanding the provisions of Subsections 19.4.1 through 19.4.3 above, any person who qualifies as an Eligible Participant but who voluntarily terminated his employment with the Affiliated Employers between August 19, 2004 and November 2, 2004 shall, provided that he complies with the requirements of paragraph (c) of Subsection 19.4.2 above (within such time, after he is notified as to the special benefit program described in this Article 19, as is provided him by the Participating Employers), be deemed for all of the provisions of this Article 19 to have been offered the special program benefit offer described in this Article 19, to have accepted and complied with all of the conditions of such offer, and to have voluntarily terminated his employment with the Affiliated Employers under and pursuant to such offer.

19.5      Special Extra Retirement Benefit . If an Eligible Participant accepts the special benefit program offer provided under this Article 19 and complies with all of the conditions of such offer, he shall be entitled to a special retirement benefit not otherwise provided under the foregoing Articles of this Plan. Such special retirement benefit is described in the following provisions of this Section 19.5 and is referred to in such provisions and in Section 19.6 below as the “extra retirement benefit.” The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined under the provisions of Subsection 19.5.1 below, and all other details of the extra retirement benefit (including such benefit's form of payment and commencement date) shall be determined under the provisions of Subsections 19.5.2 and 19.5.3 below.

19.5.1      The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined as follows.

(a)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Single Life Annuity that commences as of any certain date (for purposes of this paragraph (a), the “subject commencement date”), then the monthly amount of such benefit shall be equal to the greater of (i) the amount that would make such Single Life Annuity actuarially equivalent to a hypothetical single sum payment that both is made as of the subject commencement date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such Single Life Annuity actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject commencement date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (a) shall be solely the applicable

92

Exhibit 10.13

interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject commencement date is the benefit's commencement date.

(b)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Qualified Joint and Survivor Annuity that commences as of any certain date, then the monthly amount of such benefit shall be the amount that would be determined under Subsection 7.2.2 above if the extra retirement benefit were the Eligible Participant's sole retirement benefit under the Plan.

(c)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a single sum payment that is made as of any certain date (for purposes of this paragraph (c), the “subject payment date”), then the single sum amount of such benefit shall be an amount equal to the greater of (i) the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such single sum payment actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject payment date. The actuarial assumptions to be used in making the actuarially equivalent calculation required under this paragraph (c) shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject payment date is the benefit's commencement date.

19.5.2      Except to the extent otherwise provided or modified in Subsection 19.5.3 below or to the extent the context of this Article 19 otherwise requires, all of the provisions of this Plan (other than Articles 3, 4, 5, and 9 above) shall apply as if the Eligible Participant's extra retirement benefit were added to and were a part of the Eligible Participant's retirement benefit accrued under the Articles of this Plan that precede this Article 19 as of his Offer Retirement Date and as such benefit may be modified under the provisions of Section 19.6 below (for purposes of this Section 19.5 and Section 19.6 below, his “regular retirement benefit”). In particular, except to the extent otherwise provided or modified in Subsection 19.5.3 below, the Eligible Participant's extra retirement benefit and regular retirement benefit shall be deemed to be one retirement benefit for purposes of determining the form of and commencement date of such benefits and applying the provisions of Articles 10 and 17 above (which provide for benefit limits and top heavy plan rules).

19.5.3      Notwithstanding the provisions of Subsection 19.5.2 above, as a special option and not in any event limiting the forms of benefit in which the Eligible Participant's extra retirement benefit and regular retirement benefit can be paid, the Eligible Participant may elect to receive his extra retirement benefit and regular retirement benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above or any other optional form of benefit described in Section 7.3 above and provided all of the election provisions of Section 7.4 above are met, in the following forms:

(a)      a Single Life Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit; or

(b)      if the Eligible Participant is married as of the commencement date of his retirement benefits under the Plan, a Qualified Joint and Survivor Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit.

The commencement date of the payment of each of his regular retirement benefit and his extra retirement benefit must in such case still be the same date and determined as if the Eligible

93

Exhibit 10.13

Participant's extra retirement benefit and regular retirement benefit were one benefit.

19.6      Special Early Retirement Discount Factors for Regular Retirement Benefit . If an Eligible Participant accepts the special benefit program offer provided under this Article 19 and complies with all of the conditions of such offer, then, in addition to the extra retirement benefit under Section 19.5 above, he shall have his regular retirement benefit under the Plan determined in accordance with the other provisions of the Plan but with the following adjustment in the event the commencement date of his regular retirement benefit occurs prior to December 31, 2006: his Prior Pension Plan Amount (as is otherwise defined in Subsection 9.2.4(a) above) as of the commencement date of his regular retirement benefit (which Prior Pension Plan Amount is sometimes used to help determine his regular retirement benefit) shall be determined under the provisions of Subsection 9.2.4(a) above but with any early retirement discount reduction factors set forth in the provisions of the Prior Pension Plan that are used in such determination (to the extent the provisions of Subsection 9.2.4(a) above would require that such Prior Pension Plan early retirement discount factors are used in determining the Prior Pension Plan Amount) being applied in such determination of the Prior Pension Plan Amount based on the age and service with the Affiliated Employers that the Eligible Participant would have on December 31, 2006 if he continued in the employment of the Affiliated Employers from his actual date of termination with the Affiliated Employers (pursuant to his acceptance of the special benefit program offer provided under this Article 19) to December 31, 2006.


94

Exhibit 10.13

ARTICLE 20

2008 SPECIAL EARLY RETIREMENT BENEFITS
20.1      Overview . This Article 20 is effective as of January 1, 2008 and provides for special benefits to be provided certain Participants who accepted an early retirement offer of the Participating Employers, all as is provided for in the following provisions of this Article 20.
20.2      Special Definitions . For purposes of this Article 20 only, the following terms shall have the meanings hereinafter set forth.
20.2.1      The term “Eligible Participant” means any person who was eligible under Section 20.3 below to be provided the early retirement offer described in this Article 20.
20.2.2      The term “Extra Lump Sum Formula Amount” means, with respect to any Eligible Participant who accepted the early retirement offer provided under this Article 20 and subject to paragraphs (a) and (b) of this Subsection 20.2.2, an amount equal to the sum of: (1) the product obtained by multiplying (A) a dollar amount equal to two weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007 by (B) the number of the whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2007, up to but not in excess of 17 such years; and (2) the product obtained by multiplying (A) a dollar amount equal to four weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007 by (B) the number of the whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2007 in excess of 17 such years.
(a)      Notwithstanding the foregoing provisions of this Subsection 20.2.2, an Eligible Participant's “Extra Lump Sum Formula Amount” shall in no event be deemed to exceed an amount equal to 78 weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007.
(b)      For purposes of this Subsection 20.2.2, if prior to October 1, 2007 an Eligible Participant was assigned to a sales division of a Participating Employer and received Sales Incentive Compensation Awards, all such awards paid to him for the twelve month period ending on the day immediately preceding October 1, 2007 shall be taken into account in determining his base rate of pay on October 1, 2007. In addition, for purposes of this Subsection 20.2.2 and except as is provided in the immediately preceding sentence, night differentials, overtime pay, team incentive and other awards, bonuses, and any other amounts not part of an Eligible Participant's basic rate of scheduled pay shall not be included in determining such Eligible Participant's base rate of pay.
20.2.3      The term “Normal Retirement Extra Single Life Annuity Benefit” means, with respect to any Eligible Participant who accepted the early retirement offer described in this Article 20 and when determined as of any date (for purposes of this Subsection 20.2.3, the “subject date”), a hypothetical Single Life Annuity payable to the Eligible Participant that both (a) commences to be paid as of the later of the Eligible Participant's Normal Retirement Date or the Eligible Participant's Offer Retirement Date and (b) has a monthly amount that is actuarially equivalent to a hypothetical single sum payment that both is made as of the subject date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount. The actuarial assumptions to be used in making such actuarially equivalent calculation shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit

95

Exhibit 10.13

for which the subject date is the benefit's commencement date.
20.2.4      The term “Offer Retirement Date” means, with respect to any Eligible Participant who accepted the early retirement offer described in this Article 20, the date the Participant ceases to be an Employee pursuant to such offer.
20.2.5      The term “Net Credited Service” means, with respect to any Eligible Participant, the Eligible Participant's Term of Employment that would be determined under the terms of the Prior Pension Plan if all references to a “Covered Employee” in such Prior Pension Plan were deemed to be references to an “Employee” (and if section 4.1.8 of such Prior Pension Plan were disregarded).
20.3      Eligible Participants . Any person was eligible to be offered the early retirement offer described in this Article 20 if, and only if, he met the following conditions:
20.3.1      he was on October 1, 2007 both a Covered Employee and a Participant in the Plan; and
20.3.2      he would by December 31, 2009, if he remained an Employee from October 1, 2007 to December 31, 2009, either (a) have Net Credited Service of 30 or more years, (b) both be age 50 and have Net Credited Service of 25 or more years, (c) both be age 55 and have Net Credited Service of 20 or more years, or (d) both be age 60 and have Net Credited Service of 10 or more years; and
20.3.3      he was or is not prevented by the Participating Employers from accepting the early retirement offer provided under this Article 20 because of business needs of the Participating Employers. In this regard, the Participating Employers may take actions to exclude employees performing certain jobs from being eligible for such offer and/or to limit the number of employees in the Participating Employers in the aggregate, or in any department, job, or other unit, who will be permitted to accept such offer.
20.4      Offer .
20.4.1      The Participating Employers delivered or mailed written material to each Eligible Participant setting forth the early retirement offer described in this Article 20 on or about December 7, 2007.
20.4.2      Such early retirement offer provided that an Eligible Participant shall receive the benefits described in Sections 20.5 and 20.6 below if, and only if, the Eligible Participant satisfies all of the conditions set forth in the following paragraphs of this Subsection 20.4.2.
(a)      He voluntarily terminated or terminates his employment with the Affiliated Employers on such date as was or is requested or agreed to by the Participating Employers, which date shall, except as is indicated in the immediately following sentence, not be earlier than December 7, 2007 or later than December 31, 2010. However, if the Eligible Participant terminated his employment with the Affiliated Employers between October 1, 2007 and December 7, 2007, he shall be deemed for all purposes of this Article 20 to have voluntarily terminated his employment with the Affiliated Employers on a date that was requested or agreed to by the Participating Employers and to have met the condition set forth in this paragraph (a).

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Exhibit 10.13

(b)      He accepted the early retirement offer described in this Article 20 by, and only by, signing a form prepared by the Participating Employers for this purpose (which form set forth the Eligible Participant's agreement to accept the offer and, if applicable, to retire in accordance with the rules of the first sentence of paragraph (a) of this Subsection 20.4.2) and filing such signed form with the Participating Employers on or prior to December 31, 2007.
(c)      He releases and waives any claims that he may have against the Affiliated Employers and all of the Affiliated Employers' related parties that are requested to be released by the Participating Employers in connection with the early retirement offer described in this Article 20 by, and only by, signing a form prepared by the Participating Employers for this purpose and filing such signed form with the Participating Employers on his Offer Retirement Date or on any of the three immediately following business days (or, if he terminated his employment with the Affiliated Employers between October 1, 2007 and December 7, 2007, by, and only by, signing a form prepared by the Participating Employers for this purpose and filing such signed form with the Participating Employers within such time, after he is notified as to the early retirement offer described in this Article 20, as is provided him by the Participating Employers).
(d)      He meets all other conditions imposed by the Participating Employers for accepting such offer.
20.4.3      If an Eligible Participant did not accept the early retirement offer described in this Article 20 or fails to meet all of the conditions set forth in Subsection 20.4.2 above, he shall not at any time be entitled to the benefits described in Sections 20.5 and 20.6 below.
20.5      Special Extra Retirement Benefit . If an Eligible Participant accepted the early retirement offer described in this Article 20 and complies with all of the conditions of such offer, he shall be entitled to a special retirement benefit not otherwise provided under the foregoing Articles of this Plan. Such special retirement benefit is described in the following provisions of this Section 20.5 and is referred to in such provisions and in Section 20.6 below as the “extra retirement benefit.” The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined under the provisions of Subsection 20.5.1 below, and all other details of the extra retirement benefit (including such benefit's form of payment and commencement date) shall be determined under the provisions of Subsections 20.5.2, 20.5.3, and 20.5.4 below.
20.5.1      The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined in accordance with the following paragraphs of this Subsection 20.5.1.
(a)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Single Life Annuity that commences as of any certain date (for purposes of this paragraph (a), the “subject commencement date”), then the monthly amount of such benefit shall be equal to the greater of (i) the amount that would make such Single Life Annuity actuarially equivalent to a hypothetical single sum payment that both is made as of the subject commencement date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such Single Life Annuity actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject commencement date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (a) shall be solely the applicable

97

Exhibit 10.13

interest rate and applicable mortality assumption that apply under Section 11.5 above to a benefit for which the subject commencement date is the benefit's commencement date.
(b)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Qualified Joint and Survivor Annuity that commences as of any certain date, then the monthly amount of such benefit shall be the amount that would be determined under Subsection 7.2.2 above if the extra retirement benefit were the Eligible Participant's sole retirement benefit under the Plan.
(c)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a single sum payment that is made as of any certain date (for purposes of this paragraph (c), the “subject payment date”), then the single sum amount of such benefit shall be an amount equal to the greater of (i) the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such single sum payment actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject payment date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (c) shall be solely the applicable interest rate and applicable mortality assumption that apply under Section 11.5 above to a benefit for which the subject payment date is the benefit's commencement date.
20.5.2      Except to the extent otherwise provided or modified in Subsection 20.5.3 below or Subsection 20.5.4 below or to the extent the context of this Article 20 otherwise requires, all of the provisions of this Plan (other than Articles 3, 4, 5, and 9 above) shall apply as if the Eligible Participant's extra retirement benefit were added to and were a part of the Eligible Participant's retirement benefit accrued under the Articles of this Plan that precede this Article 20 as of his Offer Retirement Date and as such benefit may be modified under the provisions of Section 20.6 below (for purposes of this Section 20.5 and Section 20.6 below, his “regular retirement benefit”). In particular, except to the extent otherwise provided or modified in Subsection 20.5.3 below or Subsection 20.5.4 below, the Eligible Participant's extra retirement benefit and regular retirement benefit shall be deemed to be one retirement benefit for purposes of determining the form of and commencement date of such benefits and applying the provisions of Articles 10 and 17 above (which provide for benefit limits and top heavy plan rules).
20.5.3      Notwithstanding the provisions of Subsection 20.5.2 above but subject to the provisions of Subsection 20.5.4 below, as a special option and not in any event limiting the forms of benefit in which the Eligible Participant's extra retirement benefit and regular retirement benefit can be paid, the Eligible Participant may elect to receive his extra retirement benefit and regular retirement benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above or any other optional form of benefit described in Section 7.3 above and provided all of the election provisions of Section 7.4 above are met, in the following forms:
(a)      a Single Life Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit; or
(b)      if the Eligible Participant is married as of the commencement date of his retirement benefits under the Plan, a Qualified Joint and Survivor Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit.
The commencement date of the payment of each of his regular retirement benefit and his extra retirement benefit must in such case still be the same date and determined as if the Eligible

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Exhibit 10.13

Participant's extra retirement benefit and regular retirement benefit were one benefit.
20.5.4      Notwithstanding the provisions of Subsections 20.5.2 and 20.5.3 above, if the Eligible Participant voluntarily terminated his employment with the Affiliated Employers and commenced the payment of his regular retirement benefit as of any date before January 1, 2008, then (a) the Eligible Participant's extra retirement benefit shall not be added to or treated as a part of the Eligible Participant's regular retirement benefit, (b) the commencement date of the Eligible Participant's extra retirement benefit may not occur prior to January 1, 2008, and (c) the form and commencement date of the Eligible Participant's extra retirement benefit shall be determined as if such benefit were the sole retirement benefit under the Plan (except that the provisions of Section 7.5 above, that provide for an automatic cashout of a retirement benefit, shall apply to the Eligible Participant's extra retirement benefit only if such provisions would have applied to the combination of the Eligible Participant's extra retirement benefit and regular retirement benefit had such regular retirement benefit not previously commenced to be paid).
20.6      Special Early Retirement Discount Factors for Regular Retirement Benefit . If an Eligible Participant (a) accepted the early retirement offer described in this Article 20, (b) complies with all of the conditions of such offer, and (c) has an Offer Retirement Date that is prior to December 31, 2009, then, in addition to the extra retirement benefit under Section 20.5 above, he shall have his regular retirement benefit under the Plan determined in accordance with the other provisions of the Plan but with the following adjustment: his Prior Pension Plan Amount (as is otherwise defined in Subsection 9.2.4(a) above) as of the commencement date of his regular retirement benefit (which Prior Pension Plan Amount is sometimes used to help determine his regular retirement benefit) shall be determined under the provisions of Subsection 9.2.4(a) above but with any early retirement discount reduction factors set forth in the provisions of the Prior Pension Plan that are used in such determination (to the extent the provisions of Subsection 9.2.4(a) above would require that such Prior Pension Plan early retirement discount factors are used in determining the Prior Pension Plan Amount) being applied in such determination of the Prior Pension Plan Amount based on the age and service with the Affiliated Employers that the Eligible Participant would have on December 31, 2009 if he continued in the employment of the Affiliated Employers from his Offer Retirement Date to December 31, 2009 (except that his age for such purposes will be based on his actual age on the commencement date of the benefit if such commencement date occurs after December 31, 2009).


99

Exhibit 10.13

ARTICLE 21

PPA FUNDING-BASED LIMITS ON BENEFITS AND BENEFIT ACCRUALS
In order to meet the requirements of section 436 of the Code and section 206(g) of ERISA (which sections were added by the Pension Protection Act of 2006) and notwithstanding any other provision of the Plan to the contrary, the limitations set forth in the following sections of this Article 21 shall apply to the Plan for any Plan Year that begins on or after January 1, 2008 (for purposes of this Article 21, a “subject Plan Year”). In no event shall any of the limitations set forth in the following sections of this Article 21 apply to the Plan with respect to any earlier Plan Year.
21.1      Limitation on Plan Amendments Increasing Liability for Benefits . Subject to Sections 21.4 through 21.7 below, the following subsections of this Section 21.1 shall apply to the Plan for any subject Plan Year.
21.1.1      Except to the extent exempted from the limitations on Plan amendments under Treasury Regulations section 1.436-1(c)(2), no amendment to the Plan that has the effect of increasing the liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable shall take effect if it otherwise is to take effect (or, if later, is adopted) in any period that occurs in a subject Plan Year when the provisions of Sections 21.4 and 21.5 below require that during such period the Plan's adjusted funding target attainment percentage for such subject Plan Year is considered to be less than 80% (or to be 80% or more but to be less than 80% if the benefits attributable to the amendment were taken into account in determining such adjusted funding target attainment percentage).
21.1.2      Notwithstanding the provisions of Subsection 21.1.1 above, the limitation on Plan amendments set forth in Subsection 21.1.1 above shall not apply to any amendment that provides for an increase in benefits under a formula that is not based on a Participant's compensation, but only if the rate of increase in benefits does not exceed the contemporaneous rate of increase in average wages of Participants covered by the amendment.
21.1.3      Also notwithstanding the provisions of Subsection 21.1.1 above, to the extent that any Plan amendment results in (or is made pursuant to) a mandatory increase in the vesting of benefits under the Code or ERISA (such as vesting rate increases pursuant to statute or Plan termination amendments under Code section 411(d)(3)), that amendment shall not be deemed to constitute an amendment that changes the rate at which benefits become nonforfeitable for purposes of Subsection 21.1.1 above.
21.1.4      Except to the extent otherwise required by Treasury Regulations section 1.436-1(a)(4)(iv), any Plan amendment that does not take effect by reason of the limitations provided under this Section 21.1 shall be treated as if it never had been adopted.
21.2      Limitations on Accelerated Benefit Payments . Subject to Sections 21.4 through 21.7 below, the following subsections of this Section 21.2 shall apply to the Plan for any subject Plan Year.
21.2.1      If the provisions of Sections 21.4 and 21.5 below require that during any period that occurs in a subject Plan Year the Plan's adjusted funding target attainment percentage

100

Exhibit 10.13

for such subject Plan Year is considered to be less than 60%, (such period being referred to in this Subsection 21.2.1 as the “subject period”), then the following paragraphs of this Subsection 21.2.1 shall apply.
(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit that has a start date that falls in the subject period.
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit that becomes payable to the Participant (or the beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above, the Participant (or the beneficiary) may elect either: (i) to receive such benefit in another form of payment (that begins to be paid as of the initial start date) that is then available to the Participant (or the beneficiary) under the Plan and that does not include a prohibited payment; or (ii) to defer payment of such benefit to any date that is later than the initial start date and that is permitted to be a start date for such benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2).
21.2.2      If, during any period that occurs in a subject Plan Year, the Employer is a debtor in a case under title 11 of the United States Code or a similar Federal or state law (such period being referred to in this Subsection 21.2.2 as the “subject period”), then the following paragraphs of this Subsection 21.2.2 shall apply.
(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit with a start date that falls in the subject period, except for payments made of a vested Plan benefit with a start date that is on or after the date on which the Plan's enrolled actuary certifies that the Plan's adjusted funding target attainment percentage for such subject Plan Year is not less than 100%.
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit that becomes payable to the Participant (or the beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above, the Participant (or beneficiary) may elect either: (i) to receive such benefit in another form of payment (that begins to be paid as of the initial start date) that is then available to the Participant (or the beneficiary) under the Plan and that does not include a prohibited payment; or (ii) to defer payment of such benefit to any date that is later than the initial start date and that is otherwise permitted to be a start date for such benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2).
21.2.3      If the provisions of Sections 21.4 and 21.5 below require that, during any period that occurs in a subject Plan Year, the Plan's adjusted funding target attainment percentage for such subject Plan Year is considered to be 60% or more but less than 80% (such period being referred to in this Subsection 21.2.3 as the “subject period”), then the following paragraphs of this Subsection 21.2.3 shall apply.

101

Exhibit 10.13

(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit that has a start date that falls in the subject period unless the present value (determined as of the start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of such form of payment does not exceed the lesser of (1) 50% of the present value (determined as of the initial start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of the benefit or (2) 100% of the PBGC maximum guarantee amount (determined as of the initial start date).
(i)      For purposes of this paragraph (a), the portion of the benefit that is being paid in a prohibited payment shall be determined under Treasury Regulations section 1.436-1(d(3)(iii)(B) and generally refers to the excess of each payment of the benefit over the smallest payment, including a payment of $0, that is made after the benefit's start date and during the Participant's lifetime (or, if the benefit paid under the Plan with respect to the Participant reflects only a death benefit payable to his beneficiary, during the beneficiary's lifetime) under the optional form of benefit.
(ii)      Further, and notwithstanding the foregoing provisions of this paragraph (a), if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of Subsection 21.2.5(a)(ii) or (iii) below, the present value of the Participant's Accrued Benefit shall be substituted for the present value of the benefit payable in the optional form of benefit that includes the prohibited payment in the foregoing provisions of this paragraph (a).
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit (for purposes of this paragraph (b), the “subject benefit”) that becomes payable to the Participant (or his beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above (for purposes of this paragraph (b), the “prohibited optional form of benefit”), the Participant (or the beneficiary) may elect either: (1) to defer payment of the subject benefit in its entirety to a date that is later than the initial start date and that is otherwise permitted to be a start date for the subject benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2); or (2) to bifurcate the subject benefit into unrestricted and restricted portions and have both such portions paid as of the initial start date in accordance with subparagraphs (i) and (ii) immediately below.
(i)      If the Participant (or the beneficiary) elects to bifurcate the subject benefit, he may elect to receive the unrestricted portion of the subject benefit in any optional form of payment that would have otherwise been available under the Plan with respect to the subject benefit in its entirety if the limitations of this Subsection 21.2.3 did not apply (whether or not the optional form with respect to the unrestricted portion includes a prohibited payment). In such a case, if the Participant (or the beneficiary) elects payment of the unrestricted portion of the subject benefit in an optional form that includes a prohibited payment, he may elect payment of the restricted portion of the subject benefit in any optional form of payment under the Plan that does not include a prohibited payment and that would have been permitted under the Plan with respect to the subject benefit in its entirety.
(ii)      For purposes of this paragraph (b), the “unrestricted” portion of the subject benefit shall be 50% of the amount payable under the prohibited optional

102

Exhibit 10.13

form of benefit; but reduced, to the extent necessary, so that the present value (determined as of the initial start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of the “unrestricted” portion of the subject benefit with respect to the prohibited optional form of benefit does not exceed the PBGC maximum guarantee amount (determined as of the initial start date). Also for purposes of this paragraph (b), the “restricted” portion of the subject benefit shall be the portion of the subject benefit that is not “unrestricted” under the terms of the immediately preceding sentence.
(c)      If the Participant (or his beneficiary under the Plan) receives a prohibited payment (or a series of prohibited payments under a single optional form of benefit) in accordance with the foregoing provisions of this Subsection 21.2.3, the Participant (or the beneficiary) cannot thereafter receive any additional prohibited payment during any period of consecutive Plan Years to which the limitations under either Subsection 21.2.1 above, Subsection 21.2.2 above, or this Subsection 21.2.3 apply.
(d)      For purposes of the foregoing provisions of this Subsection 21.2.3 and subject to the provisions of Treasury Regulations section 1.436-1(d)(3)(iv)(B), benefits provided to a Participant and his beneficiary under the Plan (including, for this purpose, an alternate payee under a qualified domestic relations order) are aggregated.
(e)      For purposes of this Subsection 21.2.3, the “PBGC maximum guarantee amount” is, with respect to a Participant and as of any start date that applies to the payment of a vested Plan benefit applicable to or with respect to the Participant, the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Code section 417(e)(3), as applied under the Plan) of the maximum benefit guarantee (based on the Participant's age at such start date) under section 4022 of ERISA for the Plan Year in which such start date occurs.
21.2.4      If, as of the latest possible start date that applies under the Plan to a vested benefit of a Participant's beneficiary under the Plan, any part of such benefit cannot be paid in an optional form of benefit that includes a prohibited payment to the beneficiary because of the foregoing provisions of this Section 21.2 but no other optional form of benefit otherwise applies to the beneficiary, then such benefit portion shall be paid to the beneficiary in the form of a single life annuity that commences as of such latest possible start date.
21.2.5      For all purposes of this Section 21.2 and the other provisions of this Article 21, the definitions contained in paragraphs (a), (b), and (c) immediately below shall apply.
(a)      A “prohibited payment” means, with respect to any Participant (or a beneficiary of the Participant under the Plan) and such person's vested benefit under the Plan, any amount of payment described in subparagraph (i), (ii), (iii), or (iv) below that is designated therein to be a prohibited payment.
(i)      When the start date of such benefit occurs during any period in which a limitation under this Section 21.2 is in effect, the amount, if any, by which (1) any payment of such benefit for a month exceeds (2) the monthly amount of such benefit that would be paid were such benefit being provided to the Participant (or the beneficiary) in the form of a single life annuity that began on such benefit's start date shall be a prohibited payment. Notwithstanding the foregoing, in the case of a benefit payable to a beneficiary that is not an individual, the amount that is a prohibited payment is determined by substituting, in the

103

Exhibit 10.13

immediately preceding sentence, the monthly amount payable in 240 months (beginning on such benefit's start date) that is actuarially equivalent to the benefit payable to the beneficiary for the monthly amount of the benefit that is otherwise described in clause (2) of the immediately preceding sentence.
(ii)      Any payment for the purchase of an irrevocable commitment from an insurer to pay any part of such benefit shall be a prohibited payment. Notwithstanding any other provision of this Section 21.2, if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of such a purchase of an irrevocable commitment, then the present value of the portion of the benefit that is being paid in a prohibited payment is the cost to the Plan of the irrevocable commitment.
(iii)      Any transfer of assets and liabilities of the Plan that are associated with such benefit to another plan maintained by an Affiliated Employer that is made to avoid or terminate the application of Code section 436's benefit limitations shall be a prohibited payment. Notwithstanding any other provision of this Section 21.2, if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of such a transfer of assets and liabilities, then the present value of the portion of the benefit that is being paid in a prohibited payment is the present value of the liabilities transferred (determined in accordance with Code section 414(l)).
(iv)      Any payment that is not described in subparagraphs (i), (ii), and (iii) immediately above but that is identified as a prohibited payment for purposes of Code section 436 or ERISA section 206(g) by the Internal Revenue Service in a revenue ruling, revenue procedure, notice, or other guidance published in the Internal Revenue Bulletin shall be considered a prohibited payment.
Notwithstanding the foregoing provisions of this paragraph (a), a prohibited payment shall not in any event be deemed to include the payment of a Participant's (or his beneficiary's) entire vested Plan benefit in a single sum payment (that is made as of such benefit's start date) when the present value of such benefit is $1,000 or less.
(b)      A “start date” means, with respect to any vested benefit payable under the Plan of a Participant (or his beneficiary under the Plan):
(i)      except as is provided in subparagraph (ii) or (iii) below and subject to the terms of Subsection 11.3.2 above, such benefit's “commencement date” as such term is described in Subsection 11.3.1 above;
(ii)      if a prohibited payment applies to such benefit by reason of Subsection 21.2.5(a)(ii) above, the date of the purchase of an irrevocable commitment from an insurer to pay any part of such benefit; or
(iii)      if a prohibited payment applies to such benefit by reason of Section 21.2.5(a)(iii) above, the date of the transfer to another plan of any assets and liabilities of the Plan associated with such benefit.
(c)      A “single life annuity” means, with respect to any vested benefit payable under the Plan to a Participant (or his beneficiary under the Plan), an annuity under which monthly payments are made to the Participant (or the beneficiary) for such individual's

104

Exhibit 10.13

life and end with the last monthly payment due prior to the date of such individual's death.
21.3      Limitation on Benefit Accruals . Subject to Sections 21.4 through 21.7 below, the following sentence of this Section 21.3 will apply to the Plan for any subject Plan Year. If the provisions of Sections 21.4 and 21.5 below require that during any period that occurs in a subject Plan Year (for purposes of this sentence, the “current subject Plan Year”) the Plan's adjusted funding target attainment percentage for the current subject Plan Year is considered to be less than 60% (and if, when the current subject Plan Year is the subject Plan Year that begins on January 1, 2009 or the subject Plan Year that begins on January 1, 2010, the Plan's adjusted funding target attainment percentage for the Plan Year beginning January 1, 2008 is also less than 60%), then, except to the extent exempted from the limitations on additional benefit accruals under Treasury Regulations section 1.436-1(e)(2), benefit accruals under the Plan shall cease for such period (and the Plan shall not be amended during such period in a manner that would increase the liabilities of the Plan by reason of an increase to benefits or the establishment of new benefits).
21.4      Rules for Applying Limitations for Periods Prior To and After Certification .
21.4.1      For any period that occurs in a subject Plan Year and for which a presumption under Section 21.5 below applies to the Plan, the limitations applicable under Sections 21.1, 21.2, and 21.3 above shall apply to the Plan for such period as if the adjusted funding target attainment percentage for such subject Plan Year were the presumed adjusted funding target attainment percentage for such subject Plan Year that is determined to apply during such period under the rules of Section 21.5 below (but as updated in accordance with Treasury Regulations section 1.436-1(g)(2)).
21.4.2      If no presumption under Section 21.5 below applies to the Plan for any period that occurs in a subject Plan Year and before the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for such subject Plan Year, then: (a) the limitations on Plan amendments increasing benefit liabilities under Section 21.1 above during that period shall be applied by following the rules of Treasury Regulations section 1.436-1(g)(2)(iii), based on an inclusive presumed adjusted funding target that is determined using the preceding Plan Year's certified adjusted funding target attainment percentage; and (b) the limitations on the payment of accelerated benefits under Section 21.2 above and the limitations on the accrual of benefits under Section 21.3 above shall not apply to the Plan (even if there is an expectation that either such section will apply to the Plan once a certification of the Plan's adjusted funding target attainment percentage for such Plan Year is issued).
21.4.3      The rules of Subsections 21.4.1 and 21.4.2 above shall no longer apply to the Plan for the period in a subject Plan Year that begins on the date the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year, provided that the certification is issued before the first day of the tenth month of such subject Plan Year. Instead, upon the issuance of the Plan's enrolled actuary's certification of the adjusted funding target percentage of the Plan for such subject Plan Year (when such order is issued before the first day of the tenth month of such subject Plan Year), the rules set forth in paragraphs (a), (b), and (c) below shall apply to the Plan.
(a)      The limitations of Section 21.1 above shall be applied for any Plan amendment that takes effect on any date (or, if later, that is adopted on any date) that falls in the period in a subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year

105

Exhibit 10.13

and ends on the last day of such subject Plan Year, using the certified adjusted funding target attainment percentage of the Plan for such subject Plan Year.
(b)      The limitations of Section 21.2 above shall be applied for distributions with start dates that fall in the period in a subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year and ends on the last day of such subject Plan Year, using the certified adjusted funding target attainment percentage of the Plan for such subject Plan Year.
(c)      Any prohibition on benefit accruals under Section 21.3 above for a subject Plan Year that results from the Plan's enrolled actuary's certification that the Plan's adjusted funding target attainment percentage for such subject Plan Year is less than 60% is effective for the period in such subject Plan Year that begins on the date of such certification and ends on the last day of such subject Plan Year; similarly, any prohibition on benefit accruals under Section 21.3 above for a subject Plan Year will cease to be effective for the period in such subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification that the Plan's adjusted funding target attainment percentage for such subject Plan Year is at least 60% and ends on the last day of such subject Plan Year.
21.4.4      Except to the extent otherwise required in final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, the Plan's enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for a Plan: (a) shall not affect the application of any limitation under Section 21.1 above to a Plan amendment that increases the Plan's liability for benefits where the amendment is first effective during a period to which the rules of Subsection 21.4.1 or 21.4.2 above applied; (b) shall not affect the application of any limitation under Section 21.2 above for distributions with start dates that fall in a period that occurred before the certification; and (c) shall not affect the application of any limitation under Section 21.3 above during any period that occurred prior to the date of that certification.
21.4.5      Notwithstanding any provision of Sections 21.1, 21.2, and 21.3 above or any other provision of this Article 21:
(a)      any limitation set forth in any provision of Sections 21.1, 21.2, and 21.3 above or any other provision of this Article 21 that otherwise would apply for any period in a subject Plan Year shall not apply to such period and shall instead be avoided for such period to the extent that the provisions of Code section 436, ERISA section 206(g), and/or any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including Treasury Regulations section 1.436-1(f), provide for such limitation's nonapplicability and avoidance for such period;
(b)      all actions required to be taken by the Plan or the Employer under any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including required actions described in Treasury Regulations section 1.436-1(a)(5) and Treasury Regulations section 1.436-1(g) to reduce any funding standard carryover balance and prefunding balance of the Plan, shall be taken by the Plan or the Employer (as appropriate); and
(c)      all actions permitted but not required to be taken by the Plan or the Employer under any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including the making of additional contributions to the Plan as permitted under Treasury Regulations section 1.436-1(f), may be taken by the Plan or the Employer (as

106

Exhibit 10.13

appropriate) in such party's discretion.
21.5      Presumed Underfunding for Benefit Limit Purposes and Certification of Adjusted Funding Target Attainment Percentage . Subsections 21.5.1 through 21.5.4 immediately below shall apply to any subject Plan Year (for purposes of this Section 21.5, the “current subject Plan Year”).
21.5.1      If a limitation under Section 21.1, 21.2, or 21.3 above applies to the Plan as of the last day of the Plan Year that immediately precedes the current subject Plan Year (for purposes of this Section 21.5, the “preceding Plan Year”), then paragraphs (a), (b), and (c) immediately below shall apply.
(a)      If the Plan's enrolled actuary has issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year before the first day of the current subject Plan Year, then, unless otherwise treated under Treasury Regulations section 1.436-1(h)(1)(ii)(B) as if such preceding Plan Year certification was not made (because the certification was made after the first day of the tenth month of that preceding Plan Year and failed to take into effect the Plan amendments that became effective during the preceding Plan Year but before such certification (and any associated contributions described as section 436 contributions in final Treasury regulations issued under Code section 436)), the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the current subject Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the preceding Plan Year's certified adjusted funding target attainment percentage.
(b)      If the Plan's enrolled actuary has not issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year before the first day of the current subject Plan Year, then the Plan's adjusted funding target attainment percentage for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the current subject Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the presumed adjusted funding target attainment percentage that applied on the last day of the preceding Plan Year (which generally means that, if the preceding Plan Year lasted for more than nine months, the Plan's presumed adjusted funding target attainment percentage for the current subject Plan Year shall, for the period in the current subject Plan Year that is described above, be presumed to be less than 60%).
(c)      If the Plan's enrolled actuary has issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year on or after the first day of the current subject Plan Year but before the first day of the fourth month of the current subject Plan Year, then the Plan's adjusted funding target attainment percentage for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the date of that certification of the preceding Plan Year's adjusted funding target attainment percentage and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current

107

Exhibit 10.13

subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the certified adjusted funding target attainment percentage of the Plan for the preceding Plan Year.
21.5.2      If the actual adjusted funding target attainment percentage of the Plan for the preceding Plan Year was certified to be at least 60% but less than 70%, or was certified to be at least 80% but less than 90% (or, if the preceding Plan Year began before January 1, 2008, was certified to be less than 90%), and if the Plan's enrolled actuary has not issued a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year by the first day of the fourth month of the current subject Plan Year, then the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the later of the first day of the fourth month of the current subject Plan Year or the date of the certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the first day of the tenth month of the current subject Plan Year, be presumed to be equal to 10% less than the Plan's certified adjusted funding target attainment percentage for the preceding Plan Year.
21.5.3      If the Plan's enrolled actuary fails to issue a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year before the first day of the tenth month of the current subject Plan Year, then the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the tenth month of the current subject Plan Year and ends on the last day of the current subject Plan Year, be presumed to be less than 60%.
21.5.4      The Plan's enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for any Plan Year must, in order to be effective for purposes of this Article 21, be made in writing and provided to the Committee. Except as provided in paragraph (a) below, such certification shall set forth a specific percent as the Plan's adjusted funding target attainment percentage. Paragraphs (a) and (b) below shall apply to any enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for any Plan Year.
(a)      During any Plan Year, the Plan's enrolled actuary may (but is not required to) issue a certification that the Plan's adjusted funding target attainment percentage for such Plan Year is either 60% or higher but less than 80%, 80% or higher, or 100% or higher (but does not set forth a specific percent as the Plan's adjusted funding target attainment percentage for such Plan Year). Any such certification (for purposes of this Subsection 21.5.4, a “range certification”) shall have the effect described in final regulations issued by the Secretary of the Treasury or his delegate under Code section 436 and thereby: (i) while such range certification is in effect, the Plan shall be deemed to have a certified adjusted funding target attainment percentage at the smallest value within the applicable range; and (ii) such range certification shall remain in effect only until the earlier of the date a subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year is issued by the Plan's enrolled actuary or the end of such Plan Year (and, if no subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year that is other than a range certification is issued by the Plan's enrolled actuary by the end of such Plan Year, the Plan's adjusted funding target attainment percentage for the period in such Plan Year that begins on the first day of the tenth month of such Plan Year shall retroactively be deemed to be less than 60%).

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Exhibit 10.13

(b)      If the Plan's enrolled actuary provides a certification of the Plan's adjusted funding target attainment percentage for any Plan Year (including a range certification) and that certified percentage is superseded by a subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year or is otherwise changed by the requirements of any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, the later certified percentage must be applied. The effect of such a change in percentages on the application of the rules of this Article 21 for the period during which the Plan's operation was based on the prior percentage shall be determined under final regulations issued by the Secretary of the Treasury or his delegate under Code section 436.
21.6      Adjusted Funding Target Attainment Percentage . For purposes of this Article 21, “adjusted funding target attainment percentage” shall have the meaning ascribed to it by Code section 436(j)(2) and ERISA section 206(g)(9) and final regulations issued by the Secretary of the Treasury or his delegate under Code section 436. In general terms, but still subject to the more detailed provisions of such Code section, such ERISA section, and such regulations, the adjusted funding target attainment percentage for any subject Plan Year is the fraction (expressed as a percentage) that has:
21.6.1      a numerator equal to the Plan's assets, as adjusted in certain cases for several items, including subtracting therefrom any funding standard carryover balance and prefunding balance of the Plan's funding standard account and adding thereto the aggregate amount of purchases of annuities for Participants who are not Highly Compensated Employees which were made by the Plan in the preceding two Plan Years (for purposes of this Subsection 21.7.1, the “prior annuity purchases”) to the extent not included in Plan assets for purposes of Code section 430; and
21.6.2      a denominator equal to the Plan's funding target (under Code section 430(d) or (i) and ERISA section 303(d) or (i), as applicable, but without regard to the at-risk rules under Code section 430(i) and ERISA section 303(i)) for the subject Plan Year, increased by the prior annuity purchases.
21.7      Regulations . The provisions of this Article 21 shall be interpreted in a manner that is consistent with any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, except to the extent such regulations directly and clearly conflict with the foregoing provisions of this Article 21.

109

Exhibit 10.13

ARTICLE 22

NON-QUALIFIED EXCESS PLAN

This Article 22 shall provide benefits separate from the benefits provided by the Tax-Qualified Plan and is being set forth in this document only for the convenience of using the Tax-Qualified Plan's provisions in determining the terms and benefits of this Article 22. In fact, notwithstanding any other provisions of the Tax-Qualified Plan, this Article 22 shall be deemed to be separate from the Tax-Qualified Plan (as set forth in the other Articles of this document) and shall be named the Cincinnati Bell Management Excess Plan (for purposes of this Article 22, the “Excess Plan”). All benefits provided under this Article 22 shall be deemed to be provided not by the Tax-Qualified Plan but instead by the Excess Plan.
The provisions of this Article 22 are effective as of January 1, 2005. For any period prior to such date, the provisions of the Plan as in effect during such period, without regard to this amendment and restatement, apply to benefits designated under the Plan as non-qualified excess benefits. (Specifically, for the period from the Effective Amendment Date through December 31, 2004, such benefits were provided pursuant to the provisions of Section 18.15 of the Plan as in effect for such period.)
22.1      Purpose of Excess Plan . The Excess Plan is intended to provide certain management and highly compensated Participants with supplemental retirement benefits to replace certain benefits not provided to them under the Tax-Qualified Plan due to certain legal and other limits that apply under the Tax-Qualified Plan. The Excess Plan is intended to be an unfunded deferred compensation plan for a select group of management and highly compensated employees (within the meaning of title I of ERISA) of the Participating Companies and is not intended to be a plan subject to section 401(a) of the Code.
22.2      Definitions . For purposes of the Excess Plan, the “Tax-Qualified Plan” means the plan as set forth in the remainder of this document (other than this Article 22), which plan is intended to be a plan that qualifies as a plan under section 401(a) of the Code. Except where the context otherwise requires, any reference in the Tax-Qualified Plan to a benefit or a payment shall not be deemed to be referring to a benefit or payment made under the Excess Plan. Further, all capitalized terms that are used in this Article 22 and that are defined in Article 2 of the Tax-Qualified Plan shall have the same meanings as they do in such Article 2.
22.3      Benefits .
22.3.1      Subject to the provisions of Section 22.2 below, to the extent that the benefit that would otherwise be payable to a Participant under the Tax-Qualified Plan (if it were payable in the form of a single sum payment made as of the date next following the date on which the Participant separates from service with the Participating Companies) is reduced from what it would be because of a limitation contained in Subsection 5.6.5, Section 10.1, Section 10.2, or Subsection 10.3.5 of the Tax-Qualified Plan (or any other provision of the Tax-Qualified Plan that carries into effect the requirements of Code section 401(a)(17) or Code section 415), then the single sum amount by which such benefit is so limited (for purposes of this Article 22, the “Excess Plan Benefit”) shall be payable in fifteen annual installments (or, if less, a number of installments equal to the result, rounded up to the nearest whole number, obtained by dividing the Excess Plan Benefit by $25,000) that commence as of the date determined in accordance with the provisions of Subsections 22.3.3 and 22.3.4 below (and under which each installment

110

Exhibit 10.13

other than the first installment shall be paid as of an annual anniversary of the benefit's initial commencement date and shall be credited with assumed interest, at the rate called for under Subsection 5.4.2 or 5.4.3 of the Tax-Qualified Plan, as the case may be, for the period from the initial commencement date of the Excess Plan Benefit to the applicable installment's payment date).
22.3.2      Notwithstanding the provisions of Subsection 22.3.1 above, if a Participant's Excess Plan Benefit is in excess of $25,000, the amount of the first installment of such benefit shall be increased, and the amount of the last installment of such benefit shall be decreased, by the Federal Insurance Contributions Act tax imposed under Code sections 3101, 3121(a), and 3121(v)(2) with respect to the Participant's Excess Plan Benefit (or, if less, by the amount by which the Excess Plan Benefit exceeds $25,000).
22.3.3      Prior to January 1, 2009, a Participant's Excess Plan Benefit shall commence to be paid as of the earlier of (a) the date as of which his retirement benefit under the Tax-Qualified Plan begins to be paid (or, if later, the date next following the date on which the Participant separates from service with the Participating Companies) or (b) the date next following the date of the Participant's death. Effective January 1, 2009, in the event that a Participant's Excess Plan Benefit has not commenced to be paid as of any date prior to January 1, 2009, the Participant's Excess Plan Benefit shall commence to be paid as of the first day of the first month that begins after the date on which the Participant separates from service with the Participating Companies (or, if later, as of January 1, 2009).
22.3.4      Notwithstanding the provisions of Subsection 22.3.3 above, if a Participant is a specified employee on the date he is deemed to have separated from service from the Participating Companies, then the date as of which the initial installment payment of the Participant's Excess Plan Benefit shall be paid shall be deferred until, and shall be paid as of, the date immediately following the date which is six months after the date he so separates from service.
(a)      For purposes of the provisions of this Subsection 22.3.4, a Participant shall be deemed to be a “specified employee” on each and any day that occurs during any twelve month period that begins on an April 1 and ends on the next following March 31 (for purposes of this paragraph (a), the “subject period”) if, and only if, (i) on any day that occurs in the twelve month period (for purposes of this paragraph (a), the “identification period”) that ends on the latest identification date that precedes the start of the subject period any corporation or organization that is then an Affiliated Employer has stock which is publicly traded on an established securities market (within the meaning of Treasury Regulations section 1.897-1(m)) or otherwise and (ii) the Participant is a key employee for the identification period (as determined under the provisions of Subsection 17.1.3 of the Tax-Qualified Plan and as if the identification period were a plan year of the Tax-Qualified Plan).
(b)      Also for purposes of the provisions of this Subsection 22.3.4, the “identification date” means December 31. In this regard, the Company has elected that December 31 serve as the identification date for purposes of determining specified employees in accordance with the provisions of Treasury Regulations section 1.409A-1(i).
22.3.5 All installment payments of a Participant's Excess Plan Benefit shall be paid to the Participant if he is still living at the time of the payment. If the Participant is not living at the time of any installment payment of his Excess Plan Benefit, it shall be paid to any

111

Exhibit 10.13

beneficiary whom he designates in a writing to the Committee prior to his death (or, if none, to his estate).
22.3.6      Notwithstanding any other provision of the Excess Plan, a Participating Company shall have the right (without notice to or approval by a Participant, his beneficiary, or any other person) to withhold from any amounts otherwise payable by the Participating Company to or on account of the Participant, or from any payment otherwise then being made by the Participating Company to the Participant, his beneficiary, or any other person by reason of the Excess Plan, an amount which the Participating Company determines is sufficient to satisfy all Federal, state, local, and foreign tax withholding requirements that may apply with respect to such benefit payment made under the Excess Plan. To the extent such tax withholding requirements are satisfied from any payment otherwise then being made by the Participating Company to the Participant, his beneficiary, or any other person by reason of the Excess Plan, the amount so withheld shall be deemed a distribution to the Participant, his beneficiary, or such other person, as the case may be.
22.3.7 The other provisions of this Section 22.3 indicate that any payment that is made under the Excess Plan shall occur “as of” a specific date. However, in accordance with the provisions of Treasury Regulations section 1.409A-3(d) and in order to permit a reasonable administrative period for the Participating Companies to make payments required under the Excess Plan, and notwithstanding any other provision of this Section 22.3 or any other provision of the Excess Plan, any payment that is made under the Excess Plan to or with respect to a Participant shall be deemed to have been made as of the specific date as of which it is to be paid under the other provisions of the Excess Plan as long as it is made on such date or a later date within the same tax year of the Participant (or, if later, by the 15 th day of the third calendar month following such specified date).
22.4      Funding Method .
22.4.1 Except as is otherwise provided in the Excess Plan, all payments of any benefit provided under the Excess Plan to or on account of a Participant shall be made from the general assets of the Participating Company which last employed the Participant as an Employee. Notwithstanding any other provision of the Excess Plan, neither the Participant, his beneficiary, nor any other person claiming through the Participant shall have any right or claim to any payment of the benefit to be provided pursuant to the Excess Plan which in any manner whatsoever is superior to or different from the right or claim of a general and unsecured creditor of such Participating Company.
22.4.2      Notwithstanding the provisions of Subsection 22.4.1 above, the Company may, in its sole and absolute discretion, establish a trust (for purposes of this Subsection 22.4.2, the “Excess Plan Trust”) to which contributions may be made by a Participating Company in order to fund the Participating Company's obligations under the Excess Plan. If, and only if, the Company exercises its discretion to establish an Excess Plan Trust, the following paragraphs of this Subsection 22.4.2 shall apply (notwithstanding any other provision of the Excess Plan).
(a)      The part of the Excess Plan Trust attributable to any Participating Company's contributions to such trust (for purposes of this Subsection 22.4.2, such Participating Company's “Excess Plan Trust account”) shall be a “grantor” trust under the Code, in that such Participating Company shall be treated as the grantor of such Participating Company's Excess Plan Trust account within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of

112

Exhibit 10.13

the Code.
(b)      Any Participating Company's Excess Plan Trust account shall be subject to the claims of such Participating Company's creditors in the event of such Participating Company's insolvency. For purposes hereof, a Participating Company shall be considered “insolvent” if either (i) such Participating Company is unable to pay its debts as they become due or (ii) such Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
(c)      Except as may otherwise be required by the terms of the Excess Plan Trust itself, a Participating Company may make contributions to its Excess Plan Trust account for the purposes of meeting its obligations under the Excess Plan at any time, and in such amounts, as such Participating Company determines in its discretion.
(d)      Any payment otherwise required to be made by a Participating Company under the Excess Plan shall be made by such Participating Company's Excess Plan Trust account instead of such Participating Company in the event that such Participating Company fails to make such payment directly and such Participating Company's Excess Plan Trust account then has sufficient assets to make such payment, provided that such Participating Company is not then insolvent. If such Participating Company becomes insolvent, however, then all assets of such Participating Company's Excess Plan Trust account shall be held for the benefit of such Participating Company's creditors and payments from such Participating Company's Excess Plan Trust account shall cease or not begin, as the case may be.
(e)      Unless and except to the extent any payment required to be made pursuant to the Excess Plan by a Participating Company is made by such Participating Company's Excess Plan Trust account, the obligation to make such payment remains exclusively that of such Participating Company.
(f)      The terms of the Excess Plan Trust are hereby incorporated by reference into the Excess Plan. To the extent the terms of the Excess Plan conflict with the terms of the Excess Plan Trust, the terms of the Excess Plan Trust shall control.
22.5      Administration of and Claims Procedures under Excess Plan . The provisions of Article 13 of the Tax-Qualified Plan, which Article concerns plan administrative matters, shall apply to the Excess Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan), except that any provisions of such Article 13 that involve the Trust, the Trust Fund, or funding of the Plan shall not apply in any manner to the Excess Plan. In addition, the provisions of Article 14 of the Tax-Qualified Plan, which Article concerns claims and appeal procedures, shall apply to the Excess Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan).
22.6      Amendment and Termination of Excess Plan . The Company may amend the Excess Plan at any time and from time to time in any respect or terminate part or all of the Excess Plan at any time; provided that no such amendment or termination shall affect the payment (in accordance with the provisions of the Excess Plan) of each Participant's accrued benefit under the Excess Plan as determined as of the later of the effective date of the Excess Plan's amendment or termination or the date the amendment or termination is adopted. For purposes of this Section 22.6, a Participant's “accrued benefit under the Excess Plan” means, as of any date, the Excess Plan Benefit that would have applied under the Excess Plan to the Participant if he had permanently ceased to be an Employee no later than such date. The procedure for the Company

113

Exhibit 10.13

to amend or terminate the Excess Plan shall be the same procedures for amending or terminating the Tax-Qualified Plan that are set forth in Section 15.6 of the Tax-Qualified Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan).
22.7      Miscellaneous .
22.7.1      Except to the extent required by applicable law, no Participant (or beneficiary of his) may alienate, commute, anticipate, assign, pledge, encumber, transfer, or dispose of the right to receive the payments required to be made under the Excess Plan, which payments and the right to receive them are expressly declared to be nonassignable and nontransferable. In the event of any attempt to alienate, commute, anticipate, assign, pledge, encumber, transfer, or dispose of the right to receive the payments required to be made under the Excess Plan, no Participating Company shall have any further obligation to make any payments otherwise required of it under the Excess Plan (except to the extent required by applicable law).
22.7.2      Notwithstanding the provisions of Subsection 22.7.1 above, any benefit payment otherwise due to a Participant under the Excess Plan shall be made to a person other than the Participant to the extent necessary to fulfill a domestic relations order (as defined in Code section 414(p)(1)(B)).
22.7.3      Nothing contained in the Excess Plan shall give any spouse or former spouse of a Participant any right to benefits under the Plan of the types described in Code sections 401(a)(11) and 417 (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities).
22.7.4      For all purposes of the Excess Plan, a Participant shall be deemed to have separated from service with the Participating Companies on the date he dies, retires, or otherwise has a separation from service with the Participating Companies' controlled group. The following paragraphs of this Subsection 22.7.4 shall apply in determining when a Participant has incurred a separation from service with the Participating Companies' controlled group.
(a)      The Participant's service with the Participating Companies' controlled group shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence where there is a reasonable expectation that the Participant will return to perform services for the Participating Companies' controlled group (but not beyond the later of the date on which the leave has lasted for six months or the date on which the Participant no longer retains a right of reemployment with the Participating Companies' controlled group under an applicable statute or by contract).
(b)      For purposes of the Excess Plan, a separation from service of the Participant with the Participating Companies' controlled group as of any date shall be determined to have occurred when, under all facts and circumstances, the Participating Companies and the Participant reasonably anticipate that either (i) no further services will be performed by the Participant for the Participating Companies' controlled group after such date or (ii) the level of bona fide services the Participant will perform for the Participating Companies' controlled group after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) by the Participant for the Participating Companies' controlled group over the immediately preceding 36-month period (or the full period of the

114

Exhibit 10.13

Participant's service for the Participating Companies' controlled group if such period has been less than 36 months).
(c)      For purposes of this Subsection 22.7.4, the “Participating Companies' controlled group” means, collectively, (i) each Participating Company and (ii) each other corporation or other organization that is deemed to be a single employer with a Participating Company under section 414(b) or (c) of the Code ( i.e. , as part of a controlled group of corporations that includes a Participating Company or under common control with a Participating Company), provided that such Code sections will be applied and interpreted by substituting “at least 50 percent” for each reference to “at least 80 percent” that is contained in Code section 1563(a)(1), (2), and (3) and in Treasury Regulations section 1.414(c)-2.
22.7.5      The provisions of (a) Section 2.2 of the Tax-Qualified Plan (which section provides that words used in any gender include all other genders, and that the singular shall include the plural and vice versa, as the context may require), (b) Section 18.5 of the Tax-Qualified Plan (which section concerns the party or parties that have authority to act for the Company), (c) Section 18.6 of the Tax-Qualified Plan (which section concerns the effect of the Tax-Qualified Plan on employment rights), (d) Section 18.7 of the Tax-Qualified Plan (which section concerns applicable law), (e) Section 18.8 of the Tax-Qualified Plan (which section concerns the separability of Tax-Qualified Plan provisions), (f) Section 18.9 of the Tax-Qualified Plan (which section concerns the effect of counterparts of the Tax-Qualified Plan), (g) Section 18.10 of the Tax-Qualified Plan (which section concerns the effect of Tax-Qualified Plan headings), and (h) Section 18.13 of the Tax-Qualified Plan (which section concerns the administrator and sponsor of the Tax-Qualified Plan) shall all apply to the Excess Plan (as if, for these purposes, the Excess Plan were the Tax-Qualified Plan).
22.7.6      The Excess Plan is intended to satisfy and comply with all of the requirements of section 409A of the Code and any Treasury regulations issued thereunder. The provisions of the Excess Plan shall be interpreted and administered in accordance with such intent.

115

Exhibit 10.13

SIGNATURE PAGE

IN WITNESS WHEREOF, Cincinnati Bell Inc., the sponsor of the Plan, has hereunto caused its name to be subscribed to this complete amendment and restatement of the Plan, effective for all purposes as of January 1, 2002 (or as otherwise provided herein).


CINCINNATI BELL INC.

By: Christopher J. Wilson

Title: Vice President, General Counsel & Secretary

Date: 1/17/11

116

Exhibit 10.13

TABLE 1 - SINGLE SUM PAYMENT FACTORS
Payment Age
Single Sum Payment Factor*
20
1.660625
21
1.727050
22
1.796132
23
1.867977
24
1.942696
25
2.020404
26
2.101220
27
2.185269
28
2.272679
29
2.363587
30
2.458130
31
2.556455
32
2.658713
33
2.765062
34
2.875664
35
2.990691
36
3.110319
37
3.234731
38
3.364121
39
3.498686
40
3.638633
41
3.784178
42
3.935545
43
4.092967
44
4.256686
45
4.426953
46
4.604032
47
4.788193
48
4.979720
49
5.178909
50
5.386066
51
5.601508
52
5.825569
53
6.058591
54
6.300935
55
6.552972
56
6.815091
57
7.087695
58
7.371203
59
7.666051
60
7.972693
61
8.291601
62
8.623265
63
8.968195
64
9.326923
65 and over
9.700000

* The above table shows payment ages only in whole years. If, however, the applicable payment age of a Participant (in whole years and months) is not an age equal to a whole number of years shown in the table with zero remaining whole months, then the single sum payment factor applicable to such payment age shall be determined by interpolating between the factors applicable to the next higher and next lower ages set forth in the table.

117

Exhibit 10.13

TABLE 2 - EARLY COMMENCEMENT REDUCTION FACTORS
Payment Age
Early Commencement Reduction Factor*
20
0.102508
21
0.107604
22
0.112964
23
0.118602
24
0.124532
25
0.130770
26
0.137335
27
0.144242
28
0.151512
29
0.159164
30
0.167220
31
0.175701
32
0.184633
33
0.194039
34
0.203948
35
0.214386
36
0.225385
37
0.236977
38
0.249194
39
0.262074
40
0.275654
41
0.289975
42
0.305081
43
0.321017
44
0.337832
45
0.355579
46
0.374312
47
0.394090
48
0.414977
49
0.437039
50
0.460347
51
0.484979
52
0.511015
53
0.538541
54
0.567652
55
0.598445
56
0.631027
57
0.665511
58
0.702019
59
0.744277
60
0.789376
61
0.837535
62
0.888996
63
0.924556
64
0.961538
65
1.000000

*The above table shows payment ages only in whole years. If, however, the applicable payment age of a Participant (in whole years and months) is not an age equal to a whole number of years shown in the table with zero remaining whole months, then the early commencement reduction factor applicable to such payment age shall be determined by interpolating between the factors applicable to the next higher and next lower ages set forth in the table.

118
Exhibit 10.14
























CINCINNATI BELL PENSION PLAN

(As amended and restated effective as of January 1, 2002)
























1

Exhibit 10.14


CINCINNATI BELL PENSION PLAN

TABLE OF CONTENTS

 
 
 
                                                                  Page
ARTICLE 1 - NAME, PURPOSE, AND EFFECTIVE DATE
1
 
1.1
Name of Plan
1
 
1.2
Purpose of Plan
1
 
1.3
Effective Date
1
 
 
 
 
 
ARTICLE 2 - GENERAL DEFINITIONS AND GENDER AND NUMBER
2
 
2.1
General Definitions
2
 
2.2
Gender and Number
10
 
 
 
 
 
ARTICLE 3 - SERVICE
11
 
3.1
Hour of Service
11
 
3.2
Break in Service
12
 
3.3
Employment and Reemployment Commencement Dates
12
 
3.4
Eligibility Service
13
 
3.5
Eligibility Computation Period
13
 
3.6
Vesting Service
13
 
3.7
Term of Employment
13
 
3.8
Mandatory Portability Agreement
16
 
 
 
 
 
ARTICLE 4 - ELIGIBILITY AND PARTICIPATION
17
 
4.1
Eligibility
17
 
4.2
Participation
17
 
4.3
Reemployment of Former Participants
17
 
 
 
 
 
ARTICLE 5 - ACCRUED BENEFIT FINAL PAYMENT AMOUNT RULES
18
 
5.1
Cash Balance Accounts for Participants
18
 
5.2
Initial Cash Balance Amount Credited to Cash Balance Account
18
 
5.3
Pension Credit Amounts Credited to Cash Balance Account
20
 
5.4
Interest Credit Amounts Credited to Cash Balance Account
22
 
 
 
 
 
ARTICLE 6 - RETIREMENT BENEFITS
24
 
6.1
Normal Retirement
24
 
6.2
Late Retirement
24
 
6.3
Vested Retirement
24
 
6.4
Other Cessation of Employment
24
 
 
 
 
 
ARTICLE 7 - PAYMENT OF RETIREMENT BENEFITS
25
 
7.1
Commencement Date of Retirement Benefit
25
 
7.2
Normal Form of Benefit
27
 
7.3
Optional Forms of Benefit
29
 
7.4
Claim for Benefit
30

i

Exhibit 10.14

 
7.5
Automatic Single Sum Payment
31
 
7.6
Reemployment of Participant Prior to Required Beginning Date
32
 
7.7
Employment After Age 65
34
 
7.8
Requirements of Code Section 401(a)(9) and Additional Accruals After
 
 
 
Required Beginning Date
34
 
 
 
 
ARTICLE 8 - DEATH BENEFITS
36
 
8.1
Unmarried Participants
36
 
8.2
Married Participants
36
 
8.3
Waiver of Death Benefit
38
 
 
 
 
ARTICLE 9 - SPECIAL MINIMUM, EARLY RETIREMENT WINDOW, AND
 
 
 
TRANSITION BENEFITS
40
 
9.1
Minimum Benefit
40
 
9.2
Transition Retirement Benefits
40
 
9.3
Transition Death Benefits
43
 
 
 
 
ARTICLE 10 - MAXIMUM RETIREMENT BENEFIT LIMITATIONS
45
 
10.1
Maximum Plan Benefit
45
 
10.2
Restrictions on Benefits Payable to Certain Highly Compensated
 
 
 
Participants
51
 
10.3
Compensation
54
 
10.4
Former Highly Compensated Employee
56
 
10.5
Highly Compensated Employee
56
 
 
 
 
ARTICLE 11 - ADDITIONAL RETIREMENT AND DEATH BENEFIT PAYMENT
 
 
 
PROVISIONS
58
 
11.1
Incompetency
58
 
11.2
Commercial Annuity Contracts
58
 
11.3
Timing of Benefit Distributions
58
 
11.4
Nonalienation of Benefits
59
 
11.5
Actuarial Assumptions
59
 
11.6
Applicable Benefit Provisions
62
 
11.7
Forfeitures
62
 
11.8
Direct Rollover Distributions
62
 
 
 
 
ARTICLE 12 - CONTRIBUTIONS
65
 
12.1
Contributions
65
 
12.2
Mistake of Fact
65
 
12.3
Disallowance of Deductions
65
 
 
 
 
ARTICLE 13 - ADMINISTRATION OF THE PLAN
67
 
13.1
Plan Administration
67
 
13.2
Committee Procedures
67
 
13.3
Authority of Committee
67
 
13.4
Reliance on Information and Effect of Decisions
69

ii

Exhibit 10.14

 
13.5
Appointment of Actuary
69
 
13.6
Funding Policy and Method
69
 
13.7
Participant Information Forms
69
 
13.8
Disbursement of Funds
69
 
13.9
Insurance
70
 
13.10
Compensation of Committee and Payment of Plan Administrative and
 
 
 
Investment Charges
70
 
13.11
Indemnification
70
 
13.12
Employees' Benefit Claim Review Committee
70
 
 
 
 
ARTICLE 14 - CLAIM AND APPEAL PROCEDURES
71
 
14.1
Initial Claim
71
 
14.2
Actions in Event Initial Claim is Denied
71
 
14.3
Appeal of Denial of Initial Claim
71
 
14.4
Decision on Appeal
72
 
14.5
Additional Rules
72
 
 
 
 
ARTICLE 15 - CERTAIN RIGHTS AND OBLIGATIONS OF COMPANY RELATING
 
 
 
TO AMENDMENTS, PLAN TERMINATIONS, AND CONTRIBUTIONS
73
 
15.1
Authority to Amend Plan
73
 
15.2
Amendment to Vesting Schedule
73
 
15.3
Authority to Terminate Plan
74
 
15.4
Modification or Termination of Contributions
74
 
15.5
Benefits Not Guaranteed
74
 
15.6
Procedure for Amending or Terminating Plan
74
 
15.7
Preservation of Pre-January 1, 2002 Protected Benefits
75
 
 
 
 
ARTICLE 16 - TERMINATION OF PLAN
77
 
16.1
Vesting on Plan Termination
77
 
16.2
Special Rules as to Interest Rate and Mortality Table on Complete Plan
 
 
 
Termination
77
 
16.3
Distribution Method on Termination
78
 
16.4
Allocation of Assets on Termination
78
 
 
 
 
ARTICLE 17 - TOP HEAVY PROVISIONS
81
 
17.1
Determination of Whether Plan is Top Heavy
81
 
17.2
Effect of Top Heavy Status on Vesting
84
 
17.3
Effect of Top Heavy Status on Benefit Amounts
84
 
 
 
 
ARTICLE 18 - MISCELLANEOUS
86
 
18.1
Exclusive Benefit of Participants
86
 
18.2
Mergers, Consolidations, and Transfers of Assets
86
 
18.3
Benefits and Service for Military Service
87
 
18.4
Actions Required by Mandatory Portability Agreement
88
 
18.5
Authority to Act for Company
88
 
18.6
Relationship of Plan to Employment Rights
88

iii

Exhibit 10.14

 
18.7
Applicable Law
88
 
18.8
Separability of Provisions
89
 
18.9
Counterparts
89
 
18.10
Headings
89
 
18.11
Special Definitions and Tables
89
 
18.12
Plan Administrator and Sponsor
89
 
18.13
Accumulated Benefit Used to Satisfy Applicable Age Discrimination Rules
89
 
 
 
 
ARTICLE 19 - 2004 EARLY RETIREMENT OFFER
90
 
19.1
Overview
90
 
19.2
Special Definitions
90
 
19.3
Eligible Participants
91
 
19.4
Offer
91
 
19.5
Special Extra Retirement Benefit
92
 
19.6
Special Early Retirement Discount Factors for Regular Retirement Benefit
93
 
 
 
 
ARTICLE 20 - 2008 SPECIAL EARLY RETIREMENT BENEFITS
95
 
20.1
Overview
95
 
20.2
Special Definitions
95
 
20.3
Eligible Participants
96
 
20.4
Offer
96
 
20.5
Special Extra Retirement Benefit
97
 
20.6
Special Early Retirement Discount Factors for Regular Retirement Benefit
99
 
 
 
 
ARTICLE 21 - PPA FUNDING-BASED LIMITS ON BENEFITS AND BENEFIT
 
 
 
ACCRUALS
100
 
21.1
Limitation on Plan Amendments Increasing Liability for Benefits
100
 
21.2
Limitations on Accelerated Benefit Payments
100
 
21.3
Limitation on Benefit Accruals
105
 
21.4
Rules for Applying Limitations for Periods Prior To and After Certification
105
 
21.5
Presumed Underfunding for Benefit Limit Purposes and Certification
 
 
 
of Adjusted Funding Target Attainment Percentage
107
 
21.6
Adjusted Funding Target Attainment Percentage
109
 
21.7
Regulations
109
 
 
 
 
ARTICLE 22 - NON-QUALIFIED EXCESS PLAN
110
 
22.1
Purpose of Excess Plan
110
 
22.2
Definitions
110
 
22.3
Benefits
110
 
22.4
Funding Method
112
 
22.5
Administration of and Claims Procedures under Excess Plan
113
 
22.6
Amendment and Termination of Excess Plan
113
 
22.7
Miscellaneous
114
 
 
 
 
 
 
 
 
 
 
 
 

iv

Exhibit 10.14

SIGNATURE PAGE
116
 
 
 
 
Table 1     - Annuity Values
117
Table 1a - Annuity Values
119
Table 2 - Single Sum Payment Factors
121
Table 3 - Early Commencement Reduction Factors
122
Table 4     - Annual Band & Service Related Credits
123
Table 5 - One-Time May 1, 1999 Credit
124
Table 6 - Term of Employment
125
Table 7 - Pension Band
126
Table 8 - Term of Employment
127
Table 9 - Pension Band
128
Table 10 - Term of Employment
129
Table 11 - Pension Band
130
Table 12 - Term of Employment
131


v

Exhibit 10.14

CINCINNATI BELL PENSION PLAN
(As amended and restated effective as of January 1, 2002)


ARTICLE 1
NAME, PURPOSE, AND EFFECTIVE DATE

1.1      Name of Plan . The plan set forth herein shall be known as the “Cincinnati Bell Pension Plan.” It shall hereinafter be referred to in this document as the “Plan.”

1.2      Purpose of Plan . The purpose of the Plan is to provide additional retirement income to persons who participate in the Plan. Except as is otherwise provided in Article 22 below, it is intended that the Plan (together with the Trust used in conjunction with the Plan) qualify as a tax-favored plan and trust under sections 401(a) and 501(a) of the Code and shall be interpreted in a manner consistent with sections 401(a) and 501(a) of the Code.

1.3      Effective Date .

1.3.1      This document amends and restates the Plan effective as of the Effective Amendment Date (except as is otherwise provided herein) in order (a) to conform the Plan to the dictates of the Economic Growth and Tax Relief Reconciliation Act of 2001, Internal Revenue Service Revenue Ruling 2001-62, the Pension Funding Equity Act of 2004, the Pension Protection Act of 2006, the Heroes Earnings Assistance and Relief Tax Act of 2008, the Worker, Retiree, and Employer Recovery Act of 2008, and certain additional Treasury regulations and other guidance, (b) to collect all recent amendments to the Plan into one document, and (c) to make certain other changes in the Plan.

1.3.2      This document replaces and supersedes all other documents both which amended the Plan effective as of any dates on or after the Effective Amendment Date and which were adopted prior to the date on which this document is signed.

1.3.3      Wherever the context permits, any reference to the Plan includes a reference to the provisions of the Plan as it was in effect for periods prior to the Effective Amendment Date.

1

Exhibit 10.14

ARTICLE 2
GENERAL DEFINITIONS AND GENDER AND NUMBER

2.1      General Definitions . For purposes of the Plan, the following terms shall have the meanings hereinafter set forth, unless a different meaning is plainly required by the context.

2.1.1      “Accrued Benefit” means, when applied to any Participant and his interest as of any specified date under this Plan, under the Prior Pension Plan, or under a plan which merges into this Plan or has its assets and liabilities attributable to the Participant transferred to this Plan (for purposes of this Subsection 2.1.1, a “merged plan”), the monthly amount of the benefit to which the Participant would be entitled under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be: (i) if the Participant permanently ceased to be an Employee as of the specified date (if he has not already done so); (ii) if the Participant was fully vested in ( i.e. , had a nonforfeitable right to) his benefit under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be, as of the specified date (even if he is not yet fully vested in such benefit); and (iii) if the Participant's benefit under the Plan, under the Prior Pension Plan, or under the merged plan, as the case may be, is paid in the form of a Single Life Annuity commencing as of the Participant's Normal Retirement Date (or, if the specified date is later than the Participant's Normal Retirement Date, commencing as of the specified date).
(a)      For purposes of the Plan, when a Participant's “Accrued Benefit” as of any specified date is to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account, then the Participant's “Accrued Benefit” as of the specified date is determined:
(i)      first, by determining the amount that as of the specified date is credited to the Participant's Cash Balance Account;
(ii)      second, in the event (and only in the event) the specified date occurs before the Participant's Normal Retirement Date, by projecting the amount determined under subparagraph (i) immediately above from the specified date to the Participant's Normal Retirement Date at an interest rate of 4% per annum (which is the interest rate used under the Plan to determine interest rate credits to the Participant's Cash Balance Account after the Participant has ceased to be an Employee, assuming that the Participant does not elect to reduce that rate in return for a pre-retirement death benefit that otherwise could be provided under the Plan); and
(iii)      third and last, by dividing the amount determined under subparagraph (i) above, as projected to the Participant's Normal Retirement Date under the provisions of subparagraph (ii) immediately above in the event the specified date occurs before the Participant's Normal Retirement Date, by both (A) 9.7 (which is the annuity conversion rate used by the Plan pursuant to Table 2 to this Plan to convert, at a Participant's Normal Retirement Date or a later date, the Participant's Cash Balance Account balance to an actuarially equivalent Single Life Annuity annual amount) and (B) twelve (which is the divisor needed to convert a Single Life Annuity annual amount into a monthly amount). The calculations called for under this subparagraph (iii) convert the amount determined under subparagraph (i) above, as projected to the Participant's Normal Retirement Date under the provisions of subparagraph (ii) immediately above in the event the specified date occurs before the Participant's Normal Retirement Date, into an actuarially equivalent Single Life Annuity monthly amount.

2

Exhibit 10.14

(b)      Further, when (and only when) both a Participant's “Accrued Benefit” as of any specified date is to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account and the Participant's Normal Retirement Date is the first day after the Participant's 65th birthday, then the Participant's “Accrued Benefit” as of the specified date can also, for convenience and simplicity and in lieu of the method of determining such “Accrued Benefit” under the provisions of paragraph (a) immediately above, be determined by dividing (i) one-twelfth of the amount that as of the specified date is credited to the Participant's Cash Balance Account by (ii) the factor identified in Table 2 to this Plan as applicable to a payment age that is the Participant's attained age (in whole years and months) as of the specified date. The determination of a Participant's “Accrued Benefit” as of any specified date under the method described in the immediately preceding sentence produces the same result for such Accrued Benefit as is produced by the method described in paragraph (a) immediately above as long as the Participant's Normal Retirement Date is the first day after the Participant's 65th birthday.
(c)      For purposes of the Plan, when a Participant's “Accrued Benefit” as of any specified date is not to be determined under the other provisions of this Plan based on the amount credited to the Participant's Cash Balance Account but instead is based on a non-cash balance formula under the Prior Pension Plan (including any modifications to such formula that are provided under this Plan) or under a merged plan's benefit formula, then the Participant's “Accrued Benefit” as of the specified date is determined pursuant to the terms of the Prior Pension Plan that provide for such non-cash balance formula (as such benefit formula terms may be modified under this Plan) or pursuant to the terms of the merged plan that provide for its benefit formula, as appropriate.
2.1.2      “Accumulated Benefit” means, when applied to any Participant and his or her interest under this Plan as of any specified date that occurs on or after January 1, 2008: (i) to the extent that his Cash Balance Account is used in any manner to determine such interest, the amount that as of such specified date is credited to the Participant's Cash Balance Account; or (ii) to the extent that such interest is not subject to clause (i) of this sentence, the Participant's Accrued Benefit that applies as of such specified date to such interest. A Participant's Accumulated Benefit as of any specified date that occurs on or after January 1, 2008, as such benefit is expressed under the terms of the immediately preceding sentence, refers to the Participant's benefit under the Plan that has accrued to that specified date and that is used to determine that the Plan satisfies the requirements of section 411(b)(1)(H)(i) and (b)(5) of the Code and section 204(b)(1)(H)(i) and (b)(5) of ERISA (as such sections are amended by the Pension Protection Act of 2006).
2.1.3      “Affiliated Employer” means each of: the Company; each corporation which is (and only during the period it is) a member of a controlled group of corporations (within the meaning of section 414(b) of the Code as modified when applicable by section 415(h) of the Code) which includes the Company; each trade or business (whether or not incorporated) which is (and only during the period it is) under common control (as defined in section 414(c) of the Code as modified when applicable by section 415(h) of the Code) with the Company; each member (and only during the period it is such a member) of an affiliated service group (within the meaning of section 414(m) of the Code) which includes the Company; and each other entity required to be aggregated with the Company under section 414(o) of the Code (and only during the period it is required to be so aggregated).
2.1.4      “Board” means the Board of Directors of the Company.


3

Exhibit 10.14

2.1.5      “Cash Balance Account” means, with respect to any Participant, the bookkeeping account established with respect to the Participant under Article 5 below.

2.1.6      “Code” means the Internal Revenue Code of 1986 and the sections thereof, as it and they exist as of the Effective Amendment Date or may thereafter be amended or renumbered.

2.1.7      “Committee” means the Employees' Benefit Committee which is appointed by the Company to administer the Plan (and to perform certain other duties with respect to the Plan) in accordance with the provisions of Article 13 below and the other provisions of the Plan.

2.1.8      “Company” means Cincinnati Bell Inc. (which corporation was named Broadwing Inc. from April 20, 2000 to May 27, 2003), or any corporate successor thereto. The Company is the sponsor of the Plan.

2.1.9      “Covered Employee” generally refers to an individual who is eligible to be a Participant in the Plan if and after he meets all of the participation requirements set forth in Article 4 below (including certain minimum age and minimum service requirements set forth in Article 4 below). In addition, service while a “Covered Employee” is often required in order to accrue certain benefit amounts under the Plan. For these and all other purposes of the Plan, a “Covered Employee” means an individual who meets the criteria set forth in the following paragraphs of this Subsection 2.1.9.

(a)      Subject to the other provisions of this Subsection 2.1.9, a person shall be considered a “Covered Employee” for any period during which he is or was an eligible bargained-for or hourly employee. For purposes of the Plan, a person is or was considered an “eligible bargained-for or hourly employee” for any period if, and only if, he is or was during such period either: (i) an Employee of a Participating Company who in such period is or was a collectively bargained employee (within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)), unless his participation in the Plan is or was not approved for such period under a collective bargaining agreement entered into between the Participating Company and the representatives of the applicable collective bargaining unit that is in effect for such period; or (ii) an Employee of a Participating Company who is or was not a collectively bargained employee (within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)) but whose position is or was an hourly paid position either that is or at any prior time had been subject to automatic wage progression or that at any prior time had been a position the holder of which would be eligible to participate in the Plan upon the meeting of any applicable minimum age and/or service requirements of the Plan. In addition, for purposes of the Plan, a person shall still be considered an “eligible bargained-for or hourly employee” for any period during which he is or was temporarily promoted from an eligible bargained-for or hourly employee position to another position for one year or less.
(b)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is not or was not on the employee payroll of a Participating Company or during which he is or was a Leased Employee. In particular, it is expressly intended that any person not treated as an employee by a Participating Company on its employee payroll records shall not be considered a Covered Employee for purposes of this Plan even if a court or administrative agency determines that such individual is a common law employee of a Participating Company.


4

Exhibit 10.14

(c)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is or was classified by a Participating Company as a contingency employee or a job bank employee. However, it is also provided that: (i) if and once such a contingency employee becomes or became a Covered Employee on or after January 1, 1989, his prior service as a contingency employee shall be deemed to have been service as a Covered Employee; and (ii) if and once such a job bank employee becomes or became a Covered Employee on or after January 1, 1991, his prior service as a job bank employee shall be deemed to have been service as a Covered Employee.

(d)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period during which he is or was a co-op or intern first hired by an Affiliated Employer after April 30, 1994; provided that if an Employee who is or was a co-op or intern later becomes or became a Covered Employee, his prior service as a co-op or intern Employee shall be deemed to have been service as a Covered Employee.

(e)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee”: (i) for any period prior to April 1, 1987 during which he was on the Participating Company payroll known as the Cellular Business Systems - Chicago Payroll; (ii) for any period prior to January 1, 1988 during which he was classified as an employee of the CMS Department of Cincinnati Bell Information Systems Inc., or (iii) for any period prior to July 1, 1988 during which he was classified as an employee of the Comptech Department of the CBS Division of Cincinnati Bell Information Systems Inc.

(f)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period prior to January 1, 1988 during which he was classified as an employee of Auxton Computer Enterprises, Inc.; provided however, that, in the case of an Employee who performs or performed an Hour of Service for an Affiliated Employer on or after November 1, 1991 other than as a salaried employee, his prior service with Auxton Computer Enterprises, Inc. shall be deemed to have been service as a Covered Employee.

(g)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period after December 31, 1991 during which either (i) he was classified as an employee of a CBIS Company but not a member of a collective bargaining unit (unless either he was during such period employed other than as a salaried employee and first performed an Hour of Service for a CBIS Company or CBIS Federal Inc. prior to January 1, 1992 or he was in a class of Employees eligible to participate in the Plan on the day preceding the date on which he first performed an Hour of Service for a CBIS Company) or (ii) he was classified as an employee of CBIS Federal Inc. but not a transferred employee. It is provided, however, that if a person is not considered a Covered Employee during any period after December 31, 1991 solely by reason of the provisions of the immediately preceding sentence but he later becomes or became a Covered Employee, his service when he would have been considered a Covered Employee but for the provisions of the immediately preceding sentence shall be considered to be service as a Covered Employee. For purposes of this paragraph (g), a “CBIS Company” shall mean any of Cincinnati Bell Information Systems Inc., CBIS International Inc., and CBIS International Services Inc. Also for purposes of this paragraph (g), a “transferred employee” means an Employee who was transferred to CBIS Federal Inc. from the employee payroll of another Participating Company after December 31, 1990 and prior to November 1, 1994 and who was in a class of Employees eligible to participate in the Plan immediately prior to transferring

5

Exhibit 10.14

to CBIS Federal Inc.

(h)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period on or after January 1, 1994 during which he is or was considered a substantial service employee (within the meaning of Treasury Regulations section 1.414(r)-11(b)(2)) with respect to MATRIXX Marketing Inc. or any direct or indirect subsidiary of MATRIXX Marketing Inc.

(i)      Notwithstanding the provisions of paragraph (a) above, a person shall not in any event be considered a “Covered Employee” for any period that occurs after December 31, 2006 and prior to January 1, 2010 and during which his job title is or was Premise Technician Position-OOT (the “OOT” label indicating an out-of-territory position, which refers to a position in an area of operation for which no Affiliated Employer is the incumbent local exchange carrier).

(j)      Notwithstanding the provisions of paragraph (a) above or any of the other foregoing paragraphs of this Subsection 2.1.9, if on any date on or after February 1, 2008 (for purposes of the portion of this paragraph (j) that precedes subparagraphs (i) and (ii) below, the “subject date”) a person would in the absence of this paragraph (j) be considered a Covered Employee (whether as a result of a new hire, a rehire, a transfer in employment status, or any other event or for any other reason) after not having been a Covered Employee on the immediately preceding date, then, unless he is a no-break retransferred collectively bargained employee as of the subject date, he shall not in any event be considered a “Covered Employee” at any time on or after the subject date, even if he would be deemed to have become a Covered Employee as of the subject date or any later date were the provisions of this paragraph (j) ignored.

     (i)      For purposes of this paragraph (j), a “no-break retransferred collectively bargained employee” means, with respect to any date that occurs on or after February 1, 2008 (for purposes of this paragraph (j), the “subject collective bargaining retransfer date”), a person: (A) who had prior to February 1, 2008 been a collectively bargained covered employee and has had no break at all in his employment as an Employee with the Affiliated Employers during the period from the latest date prior to February 1, 2008 on which he was a collectively bargained covered employee to the subject collective bargaining retransfer date (for purposes of this subparagraph (i), the “continuous employment period”); and (B) who transferred or was reclassified on any date in the continuous employment period (but prior to the subject collective bargaining retransfer date) from being a collectively bargained covered employee to being an Employee who was not a Covered Employee and then on the subject collective bargaining retransfer date retransferred or was reclassified to being again a collectively bargained covered employee. For purposes of determining whether a person is a no-break retransferred collectively bargained employee under the preceding sentence (and for no other purposes), a person who as a collectively bargained employee incurs a break in his employment as an Employee with the Affiliated Employers but who still then has recall rights pursuant to the collective bargaining agreement that covers such person shall be deemed not to have incurred such a break in employment as an Employee during the period while such recall rights continue to apply to him.

     (ii)      Also for purposes of this paragraph (j), a “collectively bargained covered employee” means, with respect to any date, a person who on such date was or is both a Covered Employee and a collectively bargained employee (within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)).

6

Exhibit 10.14

2.1.10      “Effective Amendment Date” refers to the effective date of the amendment and restatement of the Plan that is reflected in this document and means January 1, 2002.

2.1.11      “Employee” means any person who either (a) is employed as a common law employee of an Affiliated Employer (in general terms, a person whose work procedures are subject to control by an Affiliated Employer), including any such person who is absent from active service with an Affiliated Employer by reason of an absence from service that is approved by the Affiliated Employer that employs such person, or (b) is a Leased Employee. A person who is an Employee shall no longer be considered an Employee when he both: (a) is no longer providing services to any Affiliated Employer; and (b) is not then on a temporary leave of absence approved by an Affiliated Employer (or, for any period prior to January 1, 2010, is no longer treated as an Employee by an Affiliated Employer) or in a position where applicable law requires him to be treated as an employee of an Affiliated Employer.

2.1.12      “ERISA” means the Employee Retirement Income Security Act of 1974 and the sections thereof, as it and they exist as of the Effective Amendment Date or may thereafter be amended or renumbered.

2.1.13      “Leased Employee” means any person who is a leased employee (within the meaning of section 414(n) of the Code) of an Affiliated Employer. Under the provisions of Code section 414(n), as in effect on the Effective Amendment Date but subject to any subsequent changes to such Code section, a leased employee is an individual who provides services to an Affiliated Employer, in a capacity other than as a common law employee of the Affiliated Employer, in accordance with each of the following three requirements: (a) the services are provided pursuant to an agreement between the Affiliated Employer and one or more leasing organizations; (b) the individual has performed such services for the Affiliated Employer on a substantially full-time basis for a period of at least one year; and (c) such services are performed under the primary direction or control by the Affiliated Employer. The determination of who is a Leased Employee shall be consistent with any regulations issued under section 414(n) of the Code (except to the extent such regulations fail to reflect changes made in Code section 414(n) after the issuance of such regulations).

2.1.14      “Mandatory Portability Agreement” means that agreement, which was originally effective January 1, 1985, between and among Cincinnati Bell Telephone Company and certain other companies to comply with the mandatory portability provisions of the Deficit Reduction Act of 1984 and which provides for the portability of benefits with respect to certain employees who terminate employment with one company subject to the agreement and subsequently commence employment with another company subject to the agreement.

2.1.15      “Normal Retirement Age” means: (a) in the case of an Employee who first became a Participant in the Plan prior to January 1, 1988, the Employee's 65th birthday; and (b) in the case of an Employee who first became or becomes a Participant in the Plan on or after January 1, 1988, the later of (i) the Employee's 65th birthday or (ii) the fifth anniversary of the date the Employee first became or becomes a Participant in the Plan.

2.1.16      “Normal Retirement Date” means, with respect to any Participant, the date on which the Participant first attains his Normal Retirement Age.


7

Exhibit 10.14

2.1.17      “Participant” means a person who becomes a Participant in the Plan in accordance with the provisions of Article 4 below, so long as he remains a Participant under the provisions of Article 4 below.

2.1.18      “Participating Company” refers to each employer that participates in the Plan, as determined under the following paragraphs of this Subsection 2.1.18.
(a)      Subject to the provisions of paragraph (b) below, on and after the Effective Amendment Date each of the following organizations shall be considered a “Participating Company”: (i) the Company; (ii) each corporation which is (and only during the period it is) a member of a controlled group of corporations (within the meaning of section 414(b) of the Code) which includes the Company and that, were it to be considered a Participating Company, would directly employ a Covered Employee; and (iii) each other trade or business (whether or not incorporated) which is (and only during the period it is) under common control (as defined in section 414(c) of the Code) with the Company and that, were it to be considered a Participating Company, would directly employ a Covered Employee.
(b)      For any period prior to the Effective Amendment Date, a Participating Company shall be deemed to refer to each organization that was identified as a participating company in the Plan as in effect during such period.
(c)      Notwithstanding the provisions of paragraph (a) of this Subsection 2.1.18, any of the employers identified as a “Participating Company” under paragraph (a) of this Subsection 2.1.18 shall no longer be a “Participating Company” for purposes of this Plan once it no longer is an Affiliated Employer.
2.1.19      “Plan Year” refers to the annual period on which Plan records are kept and means a calendar year.

2.1.20      “Prior Pension Plan” means the part of the Plan as in effect on December 31, 1996 (or, to the extent indicated in the other provisions of this Plan, at any earlier date) which dealt with service, disability, and deferred vested pensions. Where the context requires, any reference to the Plan that concerns benefits accrued for periods prior to January 1, 1997 shall be deemed to include a reference to the Prior Pension Plan.

2.1.21      “Qualified Joint and Survivor Annuity” means an annuity ( i.e. , a form of benefit without life insurance which provides for equal payments at regular installments over more than a one year period) payable in the manner described in the following paragraphs of this Subsection 2.1.21.
(a)      Under a Qualified Joint and Survivor Annuity, monthly payments are made to a Participant for his life, and after his death monthly survivor payments continue to the person who is the spouse of the Participant on the date as of which the annuity commences to be paid to the Participant (for purposes of this paragraph (a), the “spouse”), provided that the spouse survives the Participant, for the spouse's life. Payments under the Qualified Joint and Survivor Annuity shall end with the payment due for the calendar month in which the date of death of the survivor of the Participant and the spouse occurs.

8

Exhibit 10.14

(b)      Under a Qualified Joint and Survivor Annuity, each monthly survivor payment to the person who is the spouse of the Participant on the date as of which the annuity commences to be paid to the Participant shall be equal in amount to 50% (or, when both the annuity begins being paid as of a commencement date that occurs after December 31, 2007 and the Participant otherwise chooses when he elects the form of his retirement benefit under the subsequent provisions of the Plan, either 75% or 100%) of the monthly payment amount made during the life of the Participant under the same annuity.
(c)      Any reference in the other provisions of the Plan to a “50% Qualified Joint and Survivor Annuity,” a “75% Qualified Joint and Survivor Annuity,” or a “100% Qualified Joint and Survivor Annuity” refers to a Qualified Joint and Survivor Annuity that has each of its monthly survivor payments based on the specified percent (50%, 75%, or 100%) of the monthly payment amount made during the life of the Participant under the same annuity. (The 75% Qualified Joint and Survivor Annuity constitutes the qualified optional survivor annuity that is required to be offered under the Plan by reason of section 1004 of the Pension Protection Act of 2006.)
(d)      The monthly amount of a Qualified Joint and Survivor Annuity that is paid while the Participant is living is determined under the provisions of Subsection 7.2.2 below and certain other provisions of the Plan.
2.1.22      “Required Beginning Date” means, with respect to any Participant, a date determined by the Committee for administrative reasons to be the date as of which the Participant's nonforfeitable benefit (if any such benefit would then exist and not yet have begun to be paid) is to commence in order to meet the requirements of section 401(a)(9) of the Code (or, for any Participant who attains age 70-1/2 prior to the Effective Amendment Date, in order to meet the requirements of Code section 401(a)(9) as in effect before the effect of the Small Business Job Protection Act of 1996 is taken into account), which date shall be subject to the parameters set forth in the following paragraphs of this Subsection 2.1.22.

(a)      Subject to paragraph (e) below, for a Participant who attained age 70-1/2 on or after January 1, 1987 and prior to the Effective Amendment Date, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the calendar year in which he attained age 70-1/2.

(b)      Subject to paragraph (e) below, for a Participant who both attained or attains age 70-1/2 prior to January 1, 1987 or on or after the Effective Amendment Date and is not a 5% owner of an Affiliated Employer, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the later of: (i) the calendar year in which he attained or attains age 70-1/2; or (ii) the calendar year in which he ceased or ceases to be an Employee.

(c)      Subject to paragraph (e) below, for a Participant who both attained or attains age 70-1/2 prior to January 1, 1987 or on or after the Effective Amendment Date and is a 5% owner of an Affiliated Employer, his Required Beginning Date must be no later than, and no earlier than six months prior to, the April 1 of the calendar year next following the later of: (i) the calendar year in which he attained or attains age 70-1/2; or (ii) the earlier of the calendar year with or within which ends the Plan Year in which he became or becomes a 5% owner of an Affiliated Employer or the calendar year in which he ceased or ceases to be an Employee.

9

Exhibit 10.14

(d)      A Participant is deemed to be a 5% owner of an Affiliated Employer for purposes hereof if he was or is a 5% owner of the Affiliated Employer (as determined under section 416(i)(1)(B) of the Code) at any time during the Plan Year ending with or within the calendar year in which he attained or attains age 66-1/2 or any subsequent Plan Year. Once a Participant meets this criteria, he shall be deemed a 5% owner of the Affiliated Employer even if he ceased or ceases to own 5% of the Affiliated Employer in a later Plan Year.

(e)      Notwithstanding the foregoing provisions of this Subsection 2.1.22, if a Participant first earned or earns a nonforfeitable retirement benefit under the Plan after the date which would otherwise be his Required Beginning Date under the foregoing provisions of this Subsection 2.1.22, then his Required Beginning Date shall not be determined under such foregoing provisions but rather must be a date within the calendar year next following the calendar year in which he first earned or earns a nonforfeitable retirement benefit under the Plan.

2.1.23      “Single Life Annuity” means an annuity ( i.e. , a form of benefit without life insurance which provides for equal payments at regular installments over more than a one year period) payable as follows. Monthly payments are made to a Participant for his life and end with the last payment due for the calendar month in which the date of the Participant's death occurs. The monthly amount of a Single Life Annuity is determined under the provisions of Subsection 7.2.1 below and certain other provisions of the Plan.

2.1.24      “Trust” means the Cincinnati Bell Pension Plans Trust, which trust was created by the Company to serve as the funding media for the Plan, as such trust exists as of the Effective Amendment Date or is subsequently amended. The Trust is hereby incorporated by reference and made a part of the Plan.

2.1.25      “Trustee” means the person or entity serving at any time as trustee of the Trust.

2.1.26      “Vested Participant” means a Participant who is (or, if he ceased to be an Employee immediately, would be) entitled under the provisions of the Plan to some nonforfeitable benefit under the Plan.

2.2      Gender and Number . For purposes of this Plan, words used in any gender shall include all other genders, words used in the singular form shall include the plural form, and words used in the plural form shall include the singular form, as the context may require.


10

Exhibit 10.14

ARTICLE 3 SERVICE

3.1      Hour of Service . An Employee's “Hours of Service” to be counted for purposes of the Plan shall be computed as set forth in the following subsections of this Section 3.1, subject to the rules contained in U.S. Department of Labor Regulations section 2530.200b-2(b) and (c) (which is incorporated herein by reference).

3.1.1      One Hour of Service shall be credited for each hour for which the Employee is paid, or entitled to payment, by an Affiliated Employer for the performance of duties. Hours of Service credited under this Subsection 3.1.1 shall be allocated to the computation period or periods during which the duties are performed.

3.1.2      One Hour of Service shall be credited for each hour for which the Employee is paid, or entitled to payment, by an Affiliated Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty, or leave of absence. Hours of Service credited under this Subsection 3.1.2 shall be allocated to computation periods in accordance with the rules of U.S. Department of Labor Regulations section 2530.200b-2(b) and (c). Notwithstanding the foregoing provisions of this Subsection 3.1.2:

(a)      no more than 501 Hours of Service shall be credited under this Subsection 3.1.2 to the Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);

(b)      an hour for which the Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws; and

(c)      Hours of Service shall not be credited for a payment which solely reimburses the Employee for medical or medically related expenses incurred by the Employee.

For purposes of this Subsection 3.1.2, a payment shall be deemed to be made by or due from an Affiliated Employer regardless of whether such payment is made by or due from the Affiliated Employer directly or indirectly through, among others, a trust fund or insurer to which the Affiliated Employer contributes or pays premiums, and regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.

3.1.3      One Hour of Service shall be credited for each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliated Employer with respect to the Employee. Hours of Service credited under this Subsection 3.1.3 shall be allocated to the computation period or periods to which the agreement or award relates. The same Hours of Service shall not be credited both under Subsection 3.1.1 or 3.1.2, as the case may be, and under this Subsection 3.1.3. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in Subsection 3.1.2 above shall be subject to the limitations set forth in that provision.


11

Exhibit 10.14

3.1.4      To the extent required by applicable Federal law, Hours of Service shall be credited for any leave taken pursuant to the requirements of the Federal Family and Medical Leave Act of 1993, as amended.

3.1.5      For purposes only of determining whether the Employee has incurred a Break in Service, if the Employee is absent from active service with an Affiliated Employer (1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of the Employee, (3) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or (4) for purposes of caring for such a child for a period beginning immediately following such a birth or placement, and the Employee is not paid or entitled to be paid for such absence, the Employee shall be credited with one Hour of Service for each hour which the Employee would normally have been scheduled for work but for such absence (or, if the Employee does not have a regular work schedule, with eight Hours of Service for each day of such absence). Notwithstanding the immediately preceding sentence, the following paragraphs of this Subsection 3.1.5 shall apply to the crediting of Hours of Service under this Subsection 3.1.5.

(a)      No more than 501 Hours of Service shall be credited under this Subsection 3.1.5 to the Employee on account of any single continuous period of such an absence.

(b)      Any Hours of Service which are to be credited to the Employee under this Subsection 3.1.5 by reason of a single continuous period of absence shall be credited for the calendar year in which such absence begins if the Employee would be prevented from incurring a Break in Service with respect to such calendar year solely because of such crediting. Otherwise, such Hours of Service shall be credited for the calendar year next following the calendar year in which such absence begins.

(c)      No Hours of Service shall be credited under this Subsection 3.1.5 to the Employee unless the Employee furnishes to the Committee such timely information as the Committee may reasonably require to establish that the applicable absence from work is for reasons referred to in the first sentence of this Subsection 3.1.5 and the number of days for which there was such an absence.

3.1.6      For purposes of the Plan, the Employee shall be deemed to have completed 45 Hours of Service for each week in which he would otherwise be credited with one or more Hours of Service under the foregoing provisions of this Section 3.1; except that, in the case of (a) any Employee who is classified by the Affiliated Employer which employs him as a part-time Employee or (b) any Employee who is hired for a period not exceeding three consecutive weeks and who is not employed for more than 30 days in a year, such Employee shall be deemed to have completed 10 Hours of Service for each day in which he would otherwise be credited with one or more Hours of Service under the foregoing provisions of this Section 3.1.

3.2      Break in Service . An Employee shall be deemed to have incurred a “Break in Service” in any calendar year during which he is credited with not more than 500 Hours of Service.

3.3      Employment and Reemployment Commencement Dates . An Employee's “Employment Commencement Date” shall be the date on which he first performs an Hour of Service as an Employee for which he is paid, or entitled to payment, by any Affiliated Employer. Further, if the Employee incurs a Break in Service in any calendar year that commences after his Employment

12

Exhibit 10.14

Commencement Date but that ends prior to his completion of at least 1,000 Hours of Service in any Eligibility Computation Period, then the first day that occurs after the end of such calendar year and on which he performs an Hour of Service as an Employee for which he is paid, or entitled to be paid, by any Affiliated Employer shall be considered his “Reemployment Commencement Date.”

3.4      Eligibility Service . An Employee shall be credited with one year of “Eligibility Service” as of the last day of the first Eligibility Computation Period during which he completes at least 1,000 Hours of Service.

3.5      Eligibility Computation Period . An Employee's “Eligibility Computation Period” shall be the twelve-month period commencing on the Employee's Employment Commencement Date and each calendar year commencing after his Employment Commencement Date. However, notwithstanding the foregoing, if the Employee incurs a Break in Service in any calendar year that commences after his Employment Commencement Date but that ends prior to his completion of at least 1,000 Hours of Service in an Eligibility Computation Period, then his “Eligibility Computation Period” after such calendar year shall mean the twelve-month period commencing on his first Reemployment Commencement Date that occurs after the end of such calendar year and each calendar year commencing after such Reemployment Commencement Date.

3.6      Vesting Service . An Employee's years of “Vesting Service” shall be computed as set forth in the following subsections of this Section 3.6.

3.6.1      The Employee shall be credited with years of Vesting Service equal to the number of his years of service counted for purposes of determining eligibility for a vested pension under the Prior Pension Plan as of December 31, 1996 (as calculated under the provisions of the Prior Pension Plan).

3.6.2      The Employee shall also be credited with one year of Vesting Service for each calendar year ending after December 31, 1996 and during which he is credited with at least 1,000 Hours of Service; provided that service prior to the calendar year in which the Employee attained age 18 shall not be counted for purposes of this Subsection 3.6.2.

3.7      Term of Employment . An Employee's “Term of Employment” shall be computed as set forth in the following subsections of this Section 3.7.

3.7.1      Except as is otherwise provided herein, the Employee's Term of Employment shall be equal to the period of his Term of Employment as of December 31, 1996 (as calculated under the provisions of the Prior Pension Plan in effect on December 31, 1996) plus his period of continuous service as a Covered Employee after December 31, 1996.

3.7.2      If the Employee is classified by a Participating Company as a part-time employee for any period which is otherwise included in the Employee's Term of Employment under the other provisions of this Section 3.7, then the portion of such period that shall be considered part of the Employee's Term of Employment for purposes of the Plan shall be prorated based on the proportion that the number of days during such period on which the Employee performs services as a Covered Employee bears to the number of days on which an equivalent full-time Employee in the same job title, classification, and work group would perform services as a Covered Employee during the same period.


13

Exhibit 10.14

3.7.3      Subject to the terms of the immediately following sentence, the Employee's absence from service as a Covered Employee without pay (other than an absence during a period of disability benefit, a leave of absence, or temporary layoff) shall be considered a break in his continuous service as a Covered Employee for purposes of this Section 3.7, and, if the Employee is reemployed as a Covered Employee after such a break, his Term of Employment shall be reckoned (determined for purposes of the Plan) only from the date of such reemployment. Notwithstanding the foregoing: (a) an absence from service as a Covered Employee that does not exceed six months shall be considered a leave of absence for purposes of this Subsection 3.7.3; and (b) in the event the Employee has previously completed at least six months of service as a Covered Employee, becomes absent from service as a Covered Employee, and subsequently resumes employment as a Covered Employee, such absence from service as a Covered Employee shall be considered a leave of absence for purposes of this Subsection 3.7.3 if after the Employee has resumed employment as a Covered Employee the Employee completes a period of continuous service as a Covered Employee that either (i) lasts for at least five consecutive years or (ii) both lasts for at least one year and ends on or after May 9, 1999.

3.7.4      The Term of Employment of the Employee shall, if he is reemployed as a Covered Employee by a Participating Company in accordance with the terms of a settlement, award, or order involving litigation, arbitration, or a grievance under an applicable collective bargaining agreement, include (a) any period of time when he was not a Covered Employee but for which back pay or a lump sum settlement is made in connection with the services he would have performed during such period as a Covered Employee, (b) any period of time from the prior termination to the date of reemployment as a Covered Employee (not in excess of 30 days) if the termination was converted to a suspension by the Participating Company from which the individual was terminated, (c) any period of time from the prior termination to the date of reemployment as a Covered Employee as is specified in a court order, court award, or arbitration award to be included in the individual's Term of Employment, and (d) all periods of service included in the individual's Term of Employment as of the date of the prior termination if the termination is converted to a suspension on the records of the Participating Company from which he was previously terminated, if the period of absence was six months or less or if the provisions of a settlement agreement or court order, court award, or arbitration award provide for such inclusion.

3.7.5      A leave of absence of the Employee shall not constitute a break in his continuous service as a Covered Employee for purposes of this Section 3.7. A leave of absence, for the purposes of this Plan, shall mean a leave formally granted in conformity with the rules of the Participating Company which employs the Employee, as adopted from time to time, and, except in the case of leave on account of continued disability following the expiration of a period of disability benefits or a leave on account of an Employee's attendance at an educational institution, such leave must be obtained at or before the time the absence begins. A leave of absence for a period not exceeding 30 days, except a leave following expiration of disability benefits, may be granted in accordance with the rules of the Participating Company which employs the Employee, without approval by the Committee, and the period of such absence shall be credited in computing his Term of Employment (and the Employee shall retain eligibility to benefits during the absence). A leave of absence for any period in excess of 30 days shall not be effective unless approved in writing by the Committee, and, in any case in which such approval is given, the Committee shall indicate, in accordance with applicable legal requirements and the rules and regulations of the Participating Company which employs the Employee, whether or not the period of absence is to be deducted in computing his Term of Employment and whether during the absence the Employee

14

Exhibit 10.14

shall be eligible to benefits under this Plan. An absence following the expiration of a period of disability benefits shall be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 unless the Employee is granted a leave of absence by the Committee, provided, however, that, in its discretion, the Committee may consider any such absence as a leave of absence if satisfactory evidence is furnished that the disability was continuous during the entire period of absence.

3.7.6      Subject to the other provisions of this Section 3.7, a temporary layoff of the Employee on account of a reduction of force shall or shall not be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 in accordance with the following paragraphs of this Subsection 3.7.6.
(a)      If the Employee incurs a temporary layoff on account of a reduction of force and he receives weekly continuity payments from a Participating Company on account of the layoff, then: (i) the period of the layoff shall not be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 while the Employee is receiving such weekly continuity payments; but (ii) the period of the layoff that extends beyond the last week for which such weekly continuity payments are made (for purposes of this paragraph (a), the “post-weekly payments layoff period”) shall be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7, except that the Employee's continuous service completed before the start of the post-weekly payments layoff period (but not any part of the post-weekly payments layoff period) shall still be treated as part of the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 if either the Employee is reemployed as a Covered Employee within two years from the commencement of the entire layoff or both the Employee is reemployed as a Covered Employee after two years have elapsed after the commencement of the entire layoff and the Employee is credited with an additional period of one year of continuous service after such reemployment (not including any period of layoff that occurs after such reemployment).
(b)      If the Employee incurs a temporary layoff on account of a reduction of force and he does not receive weekly continuity payments from a Participating Company on account of the layoff, then: (i) the period of the layoff shall not be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 if the Employee is reemployed as a Covered Employee within six months after the commencement of the entire layoff; but (ii) in any other case the period of the layoff shall be considered as a break in the Employee's continuous service as a Covered Employee for purposes of this Section 3.7, except that the Employee's continuous service completed before the commencement of the entire layoff (but not any part of the layoff period) shall still be treated as part of the Employee's continuous service as a Covered Employee for purposes of this Section 3.7 if either the Employee is reemployed as a Covered Employee within two years from the commencement of the entire layoff or both the Employee is reemployed as a Covered Employee after two years have elapsed after the commencement of the entire layoff and the Employee is credited with an additional period of one year of continuous service after such reemployment (not including any period of layoff that occurs after such reemployment).
3.7.7      A break occurring on or after January 1, 1976 in the Employee's continuous service as a Covered Employee shall, if the Employee had already become a Participant in the Plan or had already become a Participant in the Broadwing Pension Plan, as such plan is in effect as of

15

Exhibit 10.14

the Effective Amendment Date or is subsequently amended (for purposes of this Subsection 3.7.7, the “BPP”), be considered, insofar as such break would otherwise result in the exclusion of service prior to the break from his Term of Employment, to occur only when such break constitutes a Break in Service. (The BPP was originally named, and is renamed effective as of May 27, 2003 as, the Cincinnati Bell Management Pension Plan.) Further, if the Employee is reemployed during or after a calendar year in which such Break in Service occurs, his Term of Employment for such purpose shall be reckoned (determined for purposes of this Plan) only from the date of such reemployment unless:

(a)      In the case when the Employee at the time of commencement of the absence has any nonforfeitable right to an Accrued Benefit under the Plan or an accrued benefit under the BPP, he completes a twelve-month period of service with the Participating Companies after the date of such reemployment; or

(b)      In the case when the Employee at the time of commencement of the absence does not have any nonforfeitable right to an Accrued Benefit under the Plan or an accrued benefit under the BPP, both (i) he completes a twelve-month period of service with the Participating Companies after the date of such reemployment and (ii) either the aggregate number of years of his service with the Participating Companies before such break exceeds the number of his consecutive Breaks in Service or the number of consecutive Breaks in Service is less than five.

Further, whether or not it is part of a Break in Service, the period of a break in the Employee's continuous service as a Covered Employee with the Participating Companies is not part of his Term of Employment. Finally, notwithstanding any other provisions of this Subsection 3.7.7, the Employee's Term of Employment shall include any continuous period of his service as a Covered Employee with the Participating Companies of six months or more prior to a break in his service with the Participating Companies if the Employee completes a period of continuous service after the break that either (i) lasts for at least five consecutive years or (ii) both lasts for at least one year and ends on or after May 9, 1999.

3.7.8      Notwithstanding any of the foregoing provisions of this Section 3.7, any period of service of the Employee with a Participating Company as an Employee, but other than as a Covered Employee, that occurs prior to the Employee becoming a Covered Employee shall, upon his becoming a Covered Employee, be included in his Term of Employment to the extent such period of service would be included in his Term of Employment under the foregoing provisions of this Section 3.7 if such period of service had been completed as a Covered Employee and if any reference to the Plan in the foregoing provisions of this Section 3.7 referred to either the Plan or the BPP.

3.8      Mandatory Portability Agreement . To the extent required under the Mandatory Portability Agreement, service of Employees with former Bell System companies (and their successors) shall be recognized under this Plan. In this regard, Employees of certain Participating Companies may not be subject to or affected by the Mandatory Portability Agreement while employed by any such companies, and this Section 3.8 shall not give any rights under the Mandatory Portability Agreement to such Employees while employed by any such companies.

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Exhibit 10.14

ARTICLE 4
ELIGIBILITY AND PARTICIPATION

4.1      Eligibility . Each person (a) who is a Covered Employee, (b) who has attained age 21, and (c) who has been credited with at least one year of Eligibility Service shall be eligible to become a Participant in the Plan in accordance with the provisions of Section 4.2 below.

4.2      Participation . Each Employee who satisfies all of the eligibility requirements of Section 4.1 above on the Effective Amendment Date shall become a Participant in the Plan on the Effective Amendment Date. Each other Employee shall become a Participant in the Plan on the first date subsequent to the Effective Amendment Date on which he satisfies all of the eligibility requirements of Section 4.1 above. Each Employee who becomes a Participant in the Plan shall continue to be a Participant so long as he remains an Employee and until he ceases to have any nonforfeitable right to a benefit under the Plan.

4.3      Reemployment of Former Participants . If a former Participant is reemployed as a Covered Employee on or after the Effective Amendment Date, he shall again become a Participant as of the date on which he is so reemployed as a Covered Employee.


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Exhibit 10.14

ARTICLE 5

ACCRUED BENEFIT FINAL PAYMENT AMOUNT RULES

5.1      Cash Balance Accounts for Participants . A bookkeeping account, known as a “Cash Balance Account” in this Plan, shall be established under the Plan with respect to each Participant. As is indicated in the provisions of Subsection 7.2.1 below, the Participant's Accrued Benefit Final Payment Amount is based largely on the basis of the dollar amount credited to the Participant's Cash Balance Account. A Participant's Cash Balance Account does not represent an actual funded account under which the Participant has a specific right to assets under the Trust or an account which reflects a specific part of the Trust; instead, it represents only a bookkeeping account to which bookkeeping amounts are credited and which is generally used to help determine the amount of the Participant's retirement benefit, if any, which exists under the Plan. The Cash Balance Account of a Participant is credited with (a) an initial cash balance amount to the extent provided in Section 5.2 below, (b) pension credit amounts to the extent provided in Section 5.3 below, and (c) interest credit amounts to the extent provided in Section 5.4 below. No other amounts are credited to a Participant's Cash Balance Account.

5.2      Initial Cash Balance Amount Credited to Cash Balance Account .

5.2.1      In the case of a Participant who was a Covered Employee on January 1, 1997 and who was a Participant in the Prior Pension Plan on December 31, 1996, there shall be credited to his Cash Balance Account, as of December 31, 1996, an amount equal to the amount (for purposes of this Subsection 5.2.1, the Participant's “December 31, 1996 credit amount”) that would make the single sum payment of such amount as of December 31, 1996 actuarially equivalent to his Accrued Benefit under the Prior Pension Plan as of December 31, 1996 (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), but disregarding the Prior Pension Plan amendments adopted effective March 31, 1995 when determining such Accrued Benefit.

(a)      Except as is otherwise required by paragraph (b) of this Subsection 5.2.1, the actuarial factors used to calculate the Participant's December 31, 1996 credit amount shall be determined under Table 1 to the Plan. The actuarial factors set forth in Table 1 to the Plan that apply to any applicable Participant shall be determined, in accordance with the factors and terms of Table 1, based on the Participant's attained age (in whole years and months) on December 31, 1996.

(b)      Notwithstanding the provisions of paragraph (a) of this Subsection 5.2.1, if both (i) the Participant was a Covered Employee (on the active payroll of a Participating Company) on May 9, 1999 and (ii) he had not yet attained age 45 by December 31, 1996, then, effective as of May 9, 1999, the Participant's December 31, 1996 credit amount shall be redetermined to be the amount that would be determined under the provisions of the foregoing provisions of this Subsection 5.2.1 if the actuarial factors used to calculate the Participant's December 31, 1996 credit amount were determined by Table 1a to the Plan instead of Table 1 to the Plan. The actuarial factors set forth in Table 1a to the Plan that apply to any applicable Participant shall be determined, in accordance with the factors and terms of Table 1a, based on the Participant's attained age (in whole years and months) on December 31, 1996 and his Term of Employment (in completed whole years and months) on December 31, 1996.


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Exhibit 10.14

5.2.2      In the case of a Participant who was a Participant in the Prior Pension Plan on December 31, 1996, who was not a Covered Employee on January 1, 1997, and who thereafter became or becomes a Covered Employee, there shall be credited to his Cash Balance Account, as of the first date after January 1, 1997 on which he so became or becomes a Covered Employee (for purposes of this Subsection 5.2.2, the Participant's “rehire date”), an amount equal to the amount (for purposes of this Subsection 5.2.2, the Participant's “rehire credit amount”) that would make the single sum payment of such amount as of the Participant's rehire date actuarially equivalent to his Accrued Benefit under the Plan on his rehire date (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), but disregarding the Prior Pension Plan amendments adopted effective March 31, 1995 when determining such Accrued Benefit.

(a)      Except as is otherwise required by paragraph (b) of this Subsection 5.2.2, the actuarial factors used to calculate the Participant's rehire credit amount shall be determined under Table 1 to the Plan.

(b)      Notwithstanding the provisions of paragraph (a) of this Subsection 5.2.2, if (i) the Participant's rehire date occurred on or before May 9, 1999, (ii) the Participant was a Covered Employee (on the active payroll of a Participating Company) on May 9, 1999, and (iii) the Participant had not yet attained age 45 by December 31, 1996, then the actuarial factors used to calculate the Participant's rehire credit amount shall be determined under Table 1a to the Plan (instead of under Table 1 to the Plan).

(c)      Subject to the immediately following sentence, the actuarial factors set forth in Table 1 to the Plan or in Table 1a to the Plan that apply to any applicable Participant shall be determined, in accordance with the factors and terms of the appropriate table (Table 1 or Table 1a), based on the Participant's attained age (in whole years and months) on the Participant's rehire date and, if Table 1a applies to the Participant, also on his Term of Employment (in completed whole years and months) on the Participant's rehire date. Notwithstanding the immediately preceding sentence, if such Participant completes at least one year of continuous service as a Covered Employee after his rehire date, then the amount credited to the Participant's Cash Balance Account as of his rehire date shall not in any event be deemed to be less than the amount that would be allocated to his Cash Balance Account as of such date under the foregoing provisions of this Subsection 5.2.2 if the actuarial factors set forth in Table 1 to the Plan or in Table 1a to the Plan, whichever table applies to the Participant under the foregoing provisions of this Subsection 5.2.2, were determined, in accordance with the factors and terms of the appropriate table (Table 1 or Table 1a), based on the Participant's attained age (in whole years and months) on the latest date prior to January 1, 1997 on which the Participant had been a Covered Employee and, if Table 1a applies to the Participant, also on his Term of Employment (in completed whole years and months) on the latest date prior to January 1, 1997 on which the Participant had been a Covered Employee.

5.2.3      In the case of a Participant who first became or becomes a Participant on or after January 1, 1997, there shall be credited to his Cash Balance Account, as of the date on which he first became or becomes a Participant, an amount equal to the amount which would have been credited to his Cash Balance Account on such date if the Plan did not require attainment of age 21 and completion of one year of Eligibility Service as conditions of becoming a Participant. Notwithstanding the foregoing, the provisions of this Subsection 5.2.3 do not provide for an amount to be credited to the Cash Balance Account of any Participant prior to the date on which the Participant first became or becomes a Covered Employee and met or meets any other conditions (not related

19

Exhibit 10.14

to the Plan's minimum age and service conditions) for becoming a Participant in the Plan.

5.2.4      In the case of a Participant for whom an Accrued Benefit is transferred to the Plan from a Related Plan on or after January 1, 1997, there shall be credited to his Cash Balance Account, as of the date on which such Accrued Benefit is transferred to the Plan (for purposes of this Subsection 5.2.4, the “transfer date”), an amount equal to: (a) in the case of a transfer on or after January 1, 1997 from the Cincinnati Bell Management Pension Plan (which plan was named the Broadwing Pension Plan for a period of time including the period from the Effective Amendment date to May 27, 2003, as such plan existed as of January 1, 1997 or was or is subsequently amended or renamed), the amount credited to his cash balance account under that plan as of the transfer date; or (b) in the case of any other transfer from a Related Plan, the amount (for purposes of this Subsection 5.2.4, the Participant's “transfer credit amount”) that would make the single sum payment of such amount as of the transfer date actuarially equivalent to such Accrued Benefit (expressed as a Single Life Annuity commencing on the Participant's 65th birthday), based upon his attained age, in whole years and months, on the transfer date and with the actuarial factors used to calculate the Participant's transfer credit amount being determined in accordance with the factors and terms of Table 1 to the Plan (or, if (i) the transfer date occurred on or before May 9, 1999, (ii) the Participant was a Covered Employee (on the active payroll of a Participating Company) on May 9, 1999, and (iii) the Participant had not yet attained age 45 by December 31, 1996, in accordance with the factors and terms of Table 1a to the Plan). For purposes of the Plan, a “Related Plan” means the Broadwing Pension Plan (which plan was originally named, and is renamed effective as of May 27, 2003 as, the Cincinnati Bell Management Pension Plan) and each Former Affiliate Plan (within the meaning of the Mandatory Portability Agreement).

5.3      Pension Credit Amounts Credited to Cash Balance Account .

5.3.1      As of the last day of each calendar year subsequent to 1996 and prior to 2000 (or, in the case of a Participant who ceased to be an Employee during any such calendar year, as of the date on which he was last employed as an Employee), there shall (for such calendar year) be credited to the Cash Balance Account of each Participant who was employed as a Covered Employee during the calendar year a Pension Band credit determined from Table 4 to the Plan (based upon the Participant's Pension Band, which is assigned to the Participant by the Participating Companies generally according to the Participant's job title and classification, and the completed whole years of his Term of Employment as of the date on which the credit under this Subsection 5.3.1 is to be made to his Cash Balance Account for such calendar year) plus, in the case of a Participant who received at least $100 of Shift Differential Pay during such calendar year, a Shift Differential Pay credit determined from Table 4 to the Plan based upon the Participant's Shift Differential Pay for the year (rounded, if his Shift Differential Pay for the year is not an even multiple of $100, to the next higher $100); provided, however, that if the Participant was not employed as a Covered Employee throughout the year, the amount of the credit under this Subsection 5.3.1 for such year that is based in part on his Pension Band (and not at all on his Shift Differential Pay) shall be reduced on a pro rata basis to reflect the portion of the year during which he was not employed as a Covered Employee.

5.3.2      For purposes of Subsection 5.3.1 above, “Shift Differential Pay” means: in charge allowances; extra payments for temporary assignments or temporary promotions to higher graded or supervisor positions; evening and night differential payments to all Participants, including operator services central office employees, whose work tours fall wholly or partly within the stated

20

Exhibit 10.14

differential period; and job differentials. Notwithstanding the foregoing, job differential payments which have been included for purposes of a Participant's assignment of a Pension Band number in accordance with Table 2 to the Prior Pension Plan or which were eliminated and included as part of base wages either in accordance with or as a result of collective bargaining agreements with the applicable union shall not be included in determining the Participant's Shift Differential Pay.

5.3.3      As of May 1, 1999, there shall (for the period commencing on January 1, 1997 and ending on May 1, 1999) be credited to the Cash Balance Account of each Participant who was employed as an Employee on such date an amount determined from Table 5 to the Plan (based upon the Participant's assigned Pension Band and completed whole years of his Term of Employment as of May 1, 1999); provided, however, that if the Participant was not employed as a Covered Employee throughout the period commencing on January 1, 1997 and ending on May 1, 1999, the amount of the credit under this Subsection 5.3.3 for such period shall be reduced on a pro rata basis to reflect the portion of such period during which he was not employed as a Covered Employee.

5.3.4      As of the last day of each calendar year subsequent to 1999 and prior to 2003 (or, in the case of a Participant who ceased or ceases to be an Employee during any such calendar year, as of the date on which he was or is last employed as an Employee), there shall be credited to the Cash Balance Account of each Participant who was or is employed as a Covered Employee during the calendar year a Pension Band credit determined from Table 6 to the Plan (based upon the Participant's assigned Pension Band and completed whole years of his Term of Employment as of the date on which the credit under this Subsection 5.3.4 is to be made to his Cash Balance Account for such calendar year); provided, however, that if the Participant was or is not employed as a Covered Employee throughout the year, the amount of the credit under this Subsection 5.3.4 for such year shall be reduced on a pro rata basis to reflect the portion of the year during which he was not employed as a Covered Employee.

5.3.5      As of December 31, 1999, there shall be credited to the Cash Balance Account of each Participant who was employed as a Covered Employee (on the active payroll of a Participating Company) on such date an amount equal to $1,500.

5.3.6      As of the last day of each calendar year subsequent to 2002 and prior to 2006 (or, in the case of a Participant who ceases to be an Employee during any such calendar year, as of the date on which he is last employed as an Employee), there shall be credited to the Cash Balance Account of each Participant who is employed as a Covered Employee during the calendar year a Pension Band credit determined from Table 8 to the Plan (based upon the Participant's assigned Pension Band and completed whole years of his Term of Employment as of the date on which the credit under this Subsection 5.3.6 is to be made to his Cash Balance Account for such calendar year); provided, however, that if the Participant is not employed as a Covered Employee throughout the year, the amount of the credit under this Subsection 5.3.6 for such year shall be reduced on a pro rata basis to reflect the portion of the year during which he was not employed as a Covered Employee.

5.3.7      As of the last day of each calendar year subsequent to 2005 and prior to 2009 (or, in the case of a Participant who ceases to be an Employee during any such calendar year, as of the date on which he is last employed as an Employee), there shall be credited to the Cash Balance Account of each Participant who is employed as a Covered Employee during the calendar year a Pension Band credit determined from Table 10 to the Plan (based upon the Participant's assigned

21

Exhibit 10.14

Pension Band and completed whole years of his Term of Employment as of the date on which the credit under this Subsection 5.3.7 is to be made to his Cash Balance Account for such calendar year); provided, however, that if the Participant is not employed as a Covered Employee throughout such year, the amount of the credit under this Subsection 5.3.7 for such year shall be reduced on a pro rata basis to reflect the portion of such year during which he was not employed as a Covered Employee.
5.3.8      As of the last day of each calendar year subsequent to 2008 (or, in the case of a Participant who ceases to be an Employee during any such calendar year, as of the date on which he is last employed as an Employee), there shall be credited to the Cash Balance Account of each Participant who is employed as a Covered Employee during the calendar year a Pension Band credit determined from Table 12 to the Plan (based upon the Participant's assigned Pension Band and completed whole years of his Term of Employment as of the date on which the credit under this Subsection 5.3.8 is to be made to his Cash Balance Account for such calendar year); provided, however, that if the Participant is not employed as a Covered Employee throughout such year, the amount of the credit under this Subsection 5.3.8 for such year shall be reduced on a pro rata basis to reflect the portion of such year during which he was not employed as a Covered Employee.
5.3.9      If a Participant is at any time on or after May 9, 1999 promoted by a Participating Company to a Covered Employee job to which is assigned a higher-numbered Pension Band than the Pension Band assigned to his prior Covered Employee job and if he is employed as a Covered Employee (on the active payroll of a Participating Company) for the 18 consecutive month period beginning on the date immediately following the date of such promotion, then, as of the date which is 18 months after the date of such promotion, there shall be credited to the Cash Balance Account of such Participant an amount determined by multiplying (a) the amount by which (i) the Pension Band credit that would have been credited for him under Subsection 5.3.1 above, Subsection 5.3.4 above, Subsection 5.3.6 above, Subsection 5.3.7 above, or Subsection 5.3.8 above for the calendar year in which such promotion occurs (for purposes of this Subsection 5.3.9, the “promotion year”) if his Pension Band as of the date which is 18 months after the date of such promotion had been in effect for the promotion year exceeds (ii) the Pension Band credit that would have been credited for him under Subsection 5.3.1 above, Subsection 5.3.4 above, Subsection 5.3.6 above, Subsection 5.3.7 above, or Subsection 5.4.8 above for the promotion year if his Pension Band as of the date immediately prior to the date of such promotion had been in effect for the promotion year by (b) the number of whole years of his Term of Employment completed to the date of such promotion. For purposes of the immediately preceding sentence, the Pension Band credit that would have been credited for the Participant under Subsection 5.3.1 above, Subsection 5.3.4 above, Subsection 5.3.6 above, Subsection 5.3.7 above, or Subsection 5.3.8 above for the promotion year if either his Pension Band as of the date which is 18 months after the date of his promotion or his Pension Band as of the date immediately prior to the date of his promotion had been in effect for the promotion year shall be determined without regard to any provision of Subsection 5.3.1 above, Subsection 5.3.4 above, Subsection 5.3.6 above, Subsection 5.3.7, or Subsection 5.3.8 above that would otherwise reduce such Pension Band credit to reflect any portion of the promotion year during which he may not have been employed as a Covered Employee.
5.4      Interest Credit Amounts Credited to Cash Balance Account .

5.4.1      On each day subsequent to January 1, 1997 and prior to January 1, 2012, there shall be credited to the Cash Balance Account of each Participant who has a Cash Balance

22

Exhibit 10.14

Account balance under the Plan on the December 31 immediately preceding such day assumed interest on such balance at an annualized rate (without compounding) of: for days occurring during calendar years 1997 through 1999, 8%; for days occurring during calendar years 2000 through 2002, 7.5%; for days occurring during calendar year 2003, 5.5%; for days occurring during calendar years 2004 and 2005, 6.0%; for days occurring during calendar years 2006, 2007, and 2008, 5.0%; and for days occurring during calendar years 2009, 2010, and 2011, 4.5%.
5.4.2      On each day subsequent to December 31, 2011, there shall be credited to the Cash Balance Account of each Participant who has a Cash Balance Account balance under the Plan on the December 31 immediately preceding such day assumed interest on such balance at an annualized rate (without compounding) of 4%.
5.4.3      For the calendar year in which a Participant has an amount credited to his Cash Balance Account under Section 5.2 above, on each day that occurs in such calendar year and that is subsequent to the date on which such amount is credited to his Cash Balance Account under the Plan, there also shall be credited to his Cash Balance Account the product obtained by multiplying such amount times the applicable assumed interest rate that is determined for such day under Subsection 5.4.1 above or Subsection 5.4.2 above, as the case may be.

5.4.4      Notwithstanding any of the foregoing provisions of this Section 5.4 but subject to the final sentence of this Subsection 5.4.4, the assumed annualized interest rate to be applied on any day that occurs on or after January 1, 1997 under Subsection 5.4.1, 5.4.2, or 5.4.3 above, as the case may be, shall be 3.5% (instead of the assumed interest rate otherwise provided under Subsection 5.4.2, 5.4.3, or 5.4.4 above) unless the Participant is employed as an Employee (other than a leased, contingency, or job bank employee) on such day. However, the assumed annualized interest rate to be applied under the immediately preceding sentence shall be deemed to be 4.0% for each day on which both (a) such assumed annualized interest rate would otherwise be 3.5% under the immediately preceding sentence and (b) a waiver by the Participant to the death benefit otherwise applicable to him under Section 8.1 or 8.2 below is in effect for him pursuant to the provisions of Section 8.3 below.

23

Exhibit 10.14

ARTICLE 6

RETIREMENT BENEFITS

6.1      Normal Retirement . A Participant who ceases to be an Employee (other than by reason of his death) on the date he first attains his Normal Retirement Age (and prior to his Required Beginning Date) shall be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.

6.2      Late Retirement . A Participant who continues to be an Employee following the date on which he first attains his Normal Retirement Age (or is still an Employee on his Required Beginning Date in the limited circumstances when such date occurs prior to the date he first attains his Normal Retirement Age) shall also be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.

6.3      Vested Retirement . A Participant who ceases to be an Employee (other than by reason of his death) prior to becoming eligible for any normal or late retirement benefit under the foregoing provisions of this Article 6, but after completing at least three years of Vesting Service (or, if the Participant fails to complete at least one Hour of Service on or after January 1, 2009, at least five years of Vesting Service), shall also be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The date as of which such benefit will commence, the form in which such benefit will be paid, and the monthly or single sum amount of such benefit shall all be determined under the provisions of Article 7 below.
6.4      Other Cessation of Employment . Except as otherwise provided in Article 8 below, if a Participant dies prior to the commencement date of any retirement benefit to which he is entitled under any of the foregoing provisions of this Article 6 or under Section 17.2 below, or if the Participant ceases to be an Employee for any reason at a time when he is not entitled to a retirement benefit under one of the foregoing provisions of this Article 6 or under Section 17.2 below, neither he nor any person claiming by or through him shall be entitled to receive a benefit under the Plan. In such case, his prior interest under this Plan (including his prior interest in his Accrued Benefit) shall be forfeited pursuant to the provisions of Section 11.7 below.


24

Exhibit 10.14

ARTICLE 7

PAYMENT OF RETIREMENT BENEFITS

7.1      Commencement Date of Retirement Benefit . If a Participant is entitled to a retirement benefit under the Plan pursuant to any of the provisions of Article 6 above, then, subject to the provisions of Section 7.5 below, he may, as a part of his filing with a Plan representative of a claim for his retirement benefit under and in accordance with the provisions of Section 7.4 below, elect the specific commencement date as of which his retirement benefit under the Plan will commence to be paid, provided that the elected commencement date meets each and every of the requirements set forth in Subsections 7.1.1 through 7.1.5 below (to the extent such requirements apply to the elected commencement date under the terms of such subsections).
7.1.1      Such commencement date must occur both: (i) no later than the Participant's Required Commencement Date; and (ii) if the date on which the Participant ceases to be an Employee occurs before the Participant's Required Commencement Date, after the date on which the Participant ceases to be an Employee.
7.1.2      Such commencement date may not occur more than 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the date (for purposes of this Section 7.1, the “written explanation date”) on which the latest written explanation as to the Participant's benefit form options and other benefit payment rules that is described in Subsection 7.4.4 below (for purposes of this Section 7.1, the “written explanation”) is provided to the Participant.
7.1.3      Such commencement date may not occur before 30 days have expired after the written explanation date unless all of the following conditions are met:
(a)      the written explanation clearly indicates that the Participant has a right to at least 30 days to consider the form in which his retirement benefit will be paid and elect a permitted form of benefit;
(b)      the Participant affirmatively elects the form in which he wants his retirement benefit to be paid prior to the expiration of the 30-day period beginning on the date that immediately follows the written explanation date;
(c)      the Participant is permitted to amend or revoke an affirmative election he makes for payment of his retirement benefit in any form at least until the later of the date as of which the Participant's retirement benefit under the Plan will commence based on such election or the expiration of the seven-day period that begins on the date that immediately follows the written explanation date; and
(d)      the actual distribution of the retirement benefit in accordance with the Participant's affirmative election does not begin before the expiration of the seven-day period that begins on the date that immediately follows the written explanation date.
7.1.4      Such commencement date may occur prior to the date on which the Participant makes a claim for his retirement benefit only if (a) the actual payment of the Participant's retirement benefit begins to be paid within 90 days (or, when the Participant's retirement benefit

25

Exhibit 10.14

has not begun to be paid by December 31, 2006, 180 days) after the written explanation date or (b) the actual payment of the Participant's retirement benefit begins to be paid after the end of such 90-day (or, if applicable 180-day) period solely due to administrative reasons.
7.1.5      Such commencement date may occur prior to the written explanation date (in which case such commencement date shall be considered a “retroactive commencement date” under this Subsection 7.1.5) only if all of the following conditions are met:
(a)      such commencement date does not occur before the later of (i) June 1, 2005 or (ii) the date that is twelve months before the date on which the Participant's retirement benefit actually begins to be paid;
(b)      the Participant affirmatively elects the commencement date of his retirement benefit and the form in which he wants his retirement benefit to be paid no later than 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the date on which the earliest written explanation as to the Participant's benefit form options and other benefit payment rules that is described in Subsection 7.4.4 below is provided to the Participant;
(c)      the Participant's retirement benefit is paid in the form of an annuity and not in the form of a single sum cash payment pursuant to the Participant's election of the benefit form for his retirement benefit (and the other provisions of this Plan);
(d)      the Participant's spouse as of the date the retirement benefit actually begins to be paid (if any) is treated as the Participant's spouse as of the retroactive commencement date for all purposes of the rules of Article 7 of the Plan (and, if the Participant actually had a different spouse as of his retroactive commencement date, such former spouse is not treated for such purposes as the Participant's spouse as of such date except to the extent otherwise required by a qualified domestic relations order as defined in section 206(d)(3) of ERISA and section 414(p) of the Code);
(e)      the Participant's spouse as of the date the benefit actually begins to be paid (if any) consents to the form of the retirement benefit and the retroactive commencement date (even if the form is a Qualified Joint and Survivor Annuity when the spouse's consent would not be required but for the retroactive commencement date applying) in a manner that would satisfy the requirements of Subsection 7.4.2 below;
(f)      the Participant receives a make-up payment to reflect any missed payments from the retroactive commencement date to the date of the actual make-up payment, with an appropriate adjustment for interest from the dates the missed payments would have been made to the date of the actual make-up payment, which interest adjustment will be based on the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the date of the actual make-up payment occurs (as such interest rate is specified for purposes of Code section 417(e)(3) by the Secretary of the Treasury or his delegate in revenue rulings, notices, or other guidance);
(g)      the actual payment of the Participant's retirement benefit begins to be paid within 90 days (or, when the Participant's retirement benefit has not begun to be paid by December 31, 2006, 180 days) after the written explanation date or the actual payment of the

26

Exhibit 10.14

Participant's retirement benefit begins to be paid after the end of such 90-day (or, if applicable, 180-day) period solely due to administrative reasons; and
(h)      the date of the first actual payment of the retirement benefit is substituted for the retroactive commencement date for purposes of Subsections 7.1.1 through 7.1.4 above.
If the Participant makes a claim for his retirement benefit under the Plan but fails to elect the specific commencement date of such benefit, then such commencement date shall be set by the Committee (i) to be relatively close to the date on which the Participant files such claim (but not in any event later than the Participant's Required Commencement Date), (ii) to meet all of the requirements of Subsections 7.1.1 through 7.1.4 above, and (iii) to occur in any event after the written explanation date.
7.2      Normal Form of Benefit .

7.2.1      Subject to the other terms of the Plan, if a Participant is not married as of the date a retirement benefit under the Plan commences to be paid to him, such retirement benefit shall be paid in the form of a Single Life Annuity. The monthly amount of such annuity shall be referred to in the other provisions of the Plan as the Participant's “Accrued Benefit Final Payment Amount” and shall be equal to the result obtained:
(a)      first, by multiplying the Participant's Accrued Benefit determined as of the commencement date of such retirement benefit by the Participant's vested percentage determined as of such commencement date;
(b)      second, in the event (and only in the event) such commencement date occurs before the Participant's 65th birthday, by multiplying the amount determined under paragraph (a) immediately above by the factor identified in Table 3 to this Plan as applicable to a payment age that is the Participant's attained age (in whole years and months) as of such commencement date. The calculation called for under this paragraph (b) reduces the Participant's vested Accrued Benefit amount determined under paragraph (a) above by an actuarial factor to reflect the early (pre-age 65) commencement of the Participant's actual retirement benefit to be paid under the Plan; and
(c)      third and last, in the event (and only in the event) such commencement date occurs after the Participant's Normal Retirement Date (for purposes of this paragraph (c), his “post-NRD commencement date”), by increasing the amount determined under paragraph (a) above by the amount, if any, that is needed so that the Participant's retirement benefit when paid in the form of a Single Life Annuity that begins to be paid as of his post-NRD commencement date is at least actuarially equivalent (using the actuarial assumptions referred to in the immediately following sentence) to the Participant's retirement benefit that would have applied if it had been paid in the form of a Single Life Annuity that commenced as of the later of the Participant's Normal Retirement Date or the first day of the Plan Year in which his post-NRD commencement date falls and if his retirement benefit as of his Normal Retirement Date or the first day of each Plan Year beginning after his Normal Retirement Date and on or before his post-NRD commencement date had been deemed to be the amount that would have been determined under paragraph (a) above and this paragraph (c) had the Participant permanently ceased to be a Covered Employee no later than such

27

Exhibit 10.14

date or day. The actuarial assumptions referred to in the immediately preceding sentence shall be the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the Participant's post-NRD commencement date.
7.2.2      Subject to the other terms of the Plan, if a Participant is married as of the date a retirement benefit under the Plan commences to be paid to him, such retirement benefit shall be paid in the form of a Qualified Joint and Survivor Annuity. The following paragraphs of this Subsection 7.2.2 shall determine the monthly amount of such annuity while the Participant is living.
(a)      If the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008 (in which case the Qualified Joint and Survivor Annuity may be a 50%, 75%, or 100% Qualified Joint and Survivor Annuity), then, subject to the provisions of subparagraphs (i) and (ii) below, the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant shall be equal to the monthly amount that makes such annuity actuarially equivalent (using the actuarial assumptions referred to in the immediately following sentence) to the Participant's retirement benefit if it was paid in the form of a Single Life Annuity that commences as of the same commencement date as applies to such Qualified Joint and Survivor Annuity. The actuarial assumptions referred to in the immediately preceding sentence shall be: (1) an interest rate assumption of 6% per annum; and (2) the mortality rates specified in the 2008 Applicable Mortality Table as published by the Internal Revenue Service in the appendix to Revenue Ruling 2007-67.
(i)      Notwithstanding the foregoing provisions of this paragraph (a) and pursuant to the provisions of the first sentence of Subsection 11.5.4 below, if the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008, if the Participant had been a Participant in the Plan prior to January 1, 2008, and if the Participant's retirement benefit is paid in the form of a 50% Qualified Joint and Survivor Annuity, then the monthly amount of such 50% Qualified Joint and Survivor Annuity (that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant) shall not in any event be less than the monthly amount that would be determined for such 50% Qualified Joint and Survivor Annuity had: (A) the Participant permanently ceased to be an Employee no later than as of December 31, 2007 (and thus as if no service or compensation of the Participant were completed or received by him after such date); and (B) instead of and in substitution for the Plan's actuarial assumptions or factors referred to in the second sentence of this paragraph (a), the actuarial assumptions or factors used in the Plan with respect to the determination of the monthly amount of such benefit had been the Plan's actuarial assumptions or factors which were in effect as of December 31, 2007 (and which actuarial assumptions and factors are noted in paragraph (b) below).
(ii)      Also notwithstanding the foregoing provisions of this paragraph (a), if the commencement date of the Participant's retirement benefit occurs on or after January 1, 2008, if the Participant had been a Participant in the Plan prior to January 1, 2008, and if the Participant's retirement benefit is paid in the form of a 75% Qualified Joint and Survivor Annuity or a 100% Qualified Joint and Survivor Annuity, then the monthly amount of such 75% Qualified Joint and Survivor Annuity or 100% Qualified Joint and Survivor Annuity (that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant) shall not in any event be less

28

Exhibit 10.14

than the monthly amount that makes such annuity actuarially equivalent (using the actuarial assumptions referred to in the second sentence of this paragraph (a)) to the Participant's retirement benefit if it was paid in the form of a 50% Qualified Joint and Survivor Annuity that commences as of the same commencement date as applies to such 75% Qualified Joint and Survivor Annuity or 100% Qualified Joint and Survivor Annuity.
(b)      If the commencement date of the Participant's retirement benefit occurs prior to January 1, 2008 (in which case the Qualified Joint and Survivor Annuity is a 50% Qualified Joint and Survivor Annuity, since that was the only type of Qualified Joint and Survivor Annuity then permitted under the Plan), then the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant during the joint lives of the Participant and the person who is his spouse on the date as of which the annuity commences to be paid to the Participant shall be equal to 90% of the monthly amount that would otherwise have applied to the retirement benefit if it was paid in the form of a Single Life Annuity that commences as of the same commencement date as applies to such Qualified Joint and Survivor Annuity. Such “90%” factor shall for all purposes of the Plan (including the provisions of Section 11.5 below) be considered an actuarial assumption that is used to make the Participant's retirement benefit when payable in the form of a 50% Qualified Joint and Survivor Annuity that commences as of any date prior to January 1, 2008 actuarially equivalent to such retirement benefit when payable in the form of a Single Life Annuity that commences as of the same pre-January 1, 2008 date.
(c)      Further, if the person who is the Participant's spouse on the date as of which the Qualified Joint and Survivor Annuity commences to be paid to the Participant (for purposes of this paragraph (c), the Participant's “spouse”) predeceases the Participant, the monthly amount of the Qualified Joint and Survivor Annuity that is payable to the Participant after the death of his spouse shall be equal to the same monthly amount that would otherwise have applied to the Participant's retirement benefit if it had been paid in the form of a Single Life Annuity beginning as of the same commencement date as applies to such Qualified Joint and Survivor Annuity.
7.3      Optional Forms of Benefit . A Participant entitled to any retirement benefit under the Plan may elect to receive such benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above and provided all of the election provisions of Section 7.4 below are met, in either of the following forms: (a) a Single Life Annuity (which is an optional form only for a Participant who is married as of the date as of which his retirement benefit commences); or (b) a single sum cash payment.

7.3.1      If the Participant elects to receive such retirement benefit in the optional form of a Single Life Annuity, then the monthly amount of such annuity shall be equal to the Participant's Accrued Benefit Final Payment Amount determined as of the commencement date of such retirement benefit.

7.3.2      If the Participant elects to receive such retirement benefit in the optional form of a single sum payment, then the single sum amount of such optional form shall be equal to the greater of:

(a)      the amount that would make the optional single sum payment form actuarially equivalent to the Participant's retirement benefit if such benefit were paid in a Single Life Annuity form which commences as of the later of the Participant's Normal Retirement Date

29

Exhibit 10.14

or the same date as of which the optional single sum form is paid and which has a monthly amount equal to the Participant's Accrued Benefit determined as of the date as of which the optional single sum form is paid, with the actuarial assumptions to be used in determining such amount being the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the date as of which the optional single sum form is paid; or

(b)      the amount credited to the Participant's Cash Balance Account as of the date as of which the optional single sum form is paid.

7.4      Claim for Benefit .

7.4.1      A Participant entitled to a retirement benefit under the Plan may, in a writing filed with a Plan representative (on a form prepared or accepted by the Committee), file a claim that such benefit commence and elect to receive his retirement benefit in the normal form that otherwise applies to him under Section 7.2 above or to waive such normal form and instead to have such benefit paid in any optional form permitted him under Section 7.3 above, provided that such claim and election is made: (a) after the date (for purposes of this Section 7.4, the “written explanation date”) on which the latest written explanation as to the Participant's benefit form options and other benefit payment rules and that is described in Subsection 7.4.4 below (for purposes of this Section 7.4, the “written explanation”) is provided to the Participant; (b) no more than 90 days (or, when the date that becomes the commencement date of his retirement benefit under Section 7.1 above has not occurred by December 31, 2006, 180 days) before the date that becomes the commencement date of his retirement benefit under Section 7.1 above; and (c) no later than the date that becomes the commencement date of his retirement benefit under Section 7.1 above (except that his claim for a benefit may be made after the date that becomes the commencement date of his retirement benefit under Section 7.1 above if the provisions of Subsection 7.1.4 above are met).
7.4.2      Notwithstanding the provisions of Subsection 7.4.1 above but subject to the last sentence of this Subsection 7.4.2 and to the provisions of Subsection 7.1.5 above, if a Participant is married on the date as of which his retirement benefit commences, his election of any optional form permitted him under Section 7.3 above is not effective unless the person who is the spouse of the Participant as of the commencement date of the retirement benefit consents, in a writing filed with a Plan representative (on a form prepared or accepted by the Committee), to such election of the named optional form within the same period in which the Participant has to make his election, with the spouse's consent acknowledging the effect of such consent and being witnessed by a notary public or a Plan representative. Any such spouse's consent shall be irrevocable once received by a Plan representative. However, any consent of the Participant's spouse otherwise required under this Subsection 7.4.2 shall not be required if it is established to the satisfaction of a Plan representative that the consent cannot be obtained because no spouse exists, because the spouse cannot reasonably be located, or because of such other circumstances as the Secretary of the Treasury or his delegate allows in regulations.
7.4.3      If a Participant elects a form of payment different than his normal form under Section 7.2 above, he may amend or revoke that election by a written notice filed with a Plan representative (on a form prepared or accepted by the Committee) before the commencement date of his retirement benefit under the Plan (or, if the Participant elects a commencement date for such benefit that is before, or in any event less than 30 days after, the date on which the written explanation is provided to the Participant, he may amend or revoke his election of a form of payment different

30

Exhibit 10.14

than his normal form under Section 7.2 above until the later of the commencement date of his retirement benefit as based on his election or the expiration of the seven-day period that begins on the date that immediately follows the written explanation date); provided that if the Participant desires to elect another form of payment different than the normal form applicable to him, the conditions of Subsections 7.4.1 and 7.4.2 above must be satisfied as if that amendment were a new election.
7.4.4      The Committee shall provide each Participant who is entitled to a retirement benefit under the Plan a written explanation of:
(a)      a description of each available form of benefit in which the Participant's retirement benefit can be paid;
(b)      a description of the eligibility conditions and any other material features of each such form of benefit; and
(c)      any other items that are required to be contained in the written explanation by Treasury regulations and/or Internal Revenue Service notices or other guidance, including, for any benefit with a commencement date on or after January 1, 2007 and when and to the extent required by such Treasury regulations or other guidance and to the extent applicable to the Participant's benefit, a description of the financial effect of electing any available form of benefit, the relative value of each optional form of benefit compared to the normal form in which the Participant's benefit will be paid in the absence of the Participant electing out of such form (or, to the extent permitted by such Treasury regulations or other guidance, compared to a different form of benefit), and the right of the Participant to defer receipt of the Participant's benefit and of the consequences of failing to defer such receipt.
7.4.5      The Committee or a Plan representative shall provide the written explanation to a Participant at any time deemed appropriate by the Committee and in any event within a reasonable administrative period after the Participant notifies the Committee that he desires to commence payment of his benefit (if he is then eligible, or if it is anticipated that he will soon be eligible, to commence such benefit) and/or within a reasonable administrative period prior to the latest date that such benefit must commence under the other provisions of the Plan. The written explanation shall be deemed to have been provided the Participant for purposes of the other provisions of the Plan on the date it either is personally delivered to the Participant, is addressed to the Participant and deposited in the mail (first class or certified mail, postage prepaid) by the Committee or a Plan representative, or is provided in such other manner as is permitted by Treasury regulations.

7.5      Automatic Single Sum Payment . The provisions of this Section 7.5 will apply to any retirement benefit of a Participant notwithstanding any other provision of the Plan to the contrary.
7.5.1      If any retirement benefit payable under the Plan to a Participant has a present value of $5,000 or less as of such benefit's distribution date (or (a) $3,500 or less as of such benefit's distribution date when such benefit's distribution date occurs before July 25, 2002 and such benefit has begun to be paid to the Participant prior to July 25, 2002; or (b) $1,000 or less as of such benefit's distribution date when such benefit's distribution date occurs on or after March 28, 2005 and such benefit has not begun to be paid to the Participant prior to March 28, 2005), then such retirement

31

Exhibit 10.14

benefit will be converted to and paid as a single sum cash payment as of such benefit's distribution date (with the amount of such payment equal to the present value of such benefit as of such date) instead of being paid in any other form or as of any other date.
7.5.2      For purposes of this Section 7.5, the “distribution date” of any Participant's retirement benefit under the Plan means the date as of which the single sum payment amount of such benefit is determined by a Plan representative under the Plan's administrative processes, which date (a) shall occur on or after the date on which the Participant ceases to be an Employee and no more than 90 days before the first date on which the Plan representative is in a position administratively to have the Plan actually distribute such benefit to the Participant (after calculating the single sum payment amount of such benefit, confirming the Participant's ceasing of Employee status, and meeting all requirements set forth in the other provisions of the Plan as to providing the Participant the opportunity to elect a direct rollover of such benefit to the extent a direct rollover of such benefit is permitted under the Code) and (b) shall in no event occur later than the Participant's Required Commencement Date.
7.5.3      For purposes of this Section 7.5, the present value as of any date (for purposes of this Subsection 7.5.3, the “subject date”) of a Participant's retirement benefit shall be equal to the greater of:
(a)      the amount that would make the single sum payment of such amount as of the subject date actuarially equivalent to the Participant's retirement benefit if such benefit were paid in a Single Life Annuity form which commences as of the later of the Participant's Normal Retirement Date or the subject date and which has a monthly amount equal to the Participant's Accrued Benefit determined as of the subject date, with the actuarial assumptions to be used in determining such amount being the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the date as of which the optional single sum form is paid; or

(b)      the amount credited to the Participant's Cash Balance Account as of the subject date.

7.6      Reemployment of Participant Prior to Required Beginning Date . If a Participant ceases to be an Employee, thereby becomes entitled to the distribution of a retirement benefit under the Plan that is attributable to his service prior to such termination of employment (for purposes of this Section 7.6, the Participant's “prior retirement benefit”), and later resumes employment as an Employee, then the following subsections of this Section 7.6 shall apply to such situation.

7.6.1      If payment of the Participant's prior retirement benefit has not been made or begun in any form by the time of the Participant's reemployment and can under reasonable administrative procedures be stopped by the Committee before such payment is made or begins, no payment of his prior retirement benefit shall be made and neither he nor anyone claiming by or through him shall be entitled to receive any Plan benefit solely by reason of his earlier ceasing to be an Employee.

7.6.2      If payment of the Participant's prior retirement benefit has been made or begun in any form by the time of the Participant's reemployment or cannot in any event be stopped from being made or beginning by the Committee, then the payment of his prior retirement benefit

32

Exhibit 10.14

shall not be suspended or changed in any manner or at any time in any other case.

7.6.3      The Participant shall be entitled to a new retirement benefit (for purposes of this Subsection 7.6.3, the Participant's “new retirement benefit”) after the earlier of the first date after his reemployment on which the Participant next ceases to be an Employee or his Required Beginning Date. The form and commencement date of the Participant's new retirement benefit shall be determined under the provisions of the foregoing sections of this Article 7 without regard to whether his prior retirement benefit had ever actually been paid or started being paid before the commencement date of his new retirement benefit; except that the monthly or single sum amount of the Participant's new retirement benefit, when it is paid or begins to be paid, shall be determined to be the amount that would apply to the Participant's retirement benefit under the Plan if his prior retirement benefit never had been paid or begun to be paid before the commencement date of his new retirement benefit and if he had never elected under the provisions of Section 8.3 below to waive the death benefit otherwise applicable to him under Section 8.1 or 8.2 below (with such amount being referred to as the “initially determined amount” in this Subsection 7.6.3), subject to the adjustments set forth in the following paragraphs of this Subsection 7.6.3.

(a)      If the payment of the Participant's prior retirement benefit was paid in the form of a single sum payment, then the initially determined amount shall be reduced by the sum of each payment actually made to the Participant of his prior retirement benefit before the commencement date of the Participant's new retirement benefit, together with interest on such payment. When the commencement date of the Participant's new retirement benefit occurs prior to October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the date the Participant is reemployed as an Employee at the rate or rates of interest determined for purposes of section 411(c)(2)(C) of the Code for such initial period and from such reemployment date to the commencement date of the Participant's new retirement benefit at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such latter period. When the commencement date of the Participant's new retirement benefit occurs on or after October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the commencement date of the Participant's new retirement benefit at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such period.

(b)      If the Participant's prior retirement benefit was paid in the form of an annuity, then the initially determined amount shall be reduced by an amount equal to the monthly or single sum amount that would apply to the Participant's new retirement benefit if he had performed no services and received no Compensation as a Covered Employee after his reemployment (and if such new retirement benefit commenced as of the commencement date that applies to such new retirement benefit without regard to this paragraph (b)).

(c)      Notwithstanding the provisions of paragraph (a) above, no reduction shall be made in the initially determined amount by reason of the provisions of paragraph (a) above if (i) the Participant had received his prior retirement benefit in the form of a single sum payment prior to the commencement date of the Participant's new retirement benefit, (ii) the Participant is a Covered Employee after his reemployment, and (iii) the Participant repays, before the earlier of

33

Exhibit 10.14

(A) five years after the first date on which he is reemployed as a Covered Employee or (B) the date he incurs five consecutive Breaks in Service following the original date as of which the single sum payment of his prior retirement benefit was made, the full amount of such single sum payment plus interest thereon. When such repayment is made prior to October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the date the Participant is reemployed as an Employee at the rate or rates of interest determined for purposes of section 411(c)(2)(C) of the Code for such initial period and from such reemployment date to the repayment date of such payment at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such latter period. When such repayment is made on or after October 1, 2003, such interest shall be determined (without compounding) from the original date as of which such payment was made to the repayment date of such payment at the rate or rates that would have been used under Section 5.4 above for determining interest credit amounts to a Cash Balance Account of the Participant if the Participant had had a Cash Balance Account throughout such period.

7.7      Employment After Age 65 .

7.7.1      Notwithstanding any other provision hereof to the contrary, if a Participant who has attained age 65 remains an Employee but completes less than 40 Hours of Service in any calendar month that begins after he has attained age 65 (and prior to his Required Beginning Date) and in which he is employed as an Employee, he shall be entitled to elect under this Subsection 7.7.1 to commence, as of the first day of any calendar month beginning after such less-than-40 Hour of Service month, the payment of the retirement benefit (if any) he has then accrued and become vested in under the Plan, with such election to be made in accordance with (and subject to) the other provisions of this Plan in the same manner as such provisions would be applied if the Participant had ceased to be an Employee at the end of such less-than-40 Hour of Service month. However, such retirement benefit shall, if it is being paid in the form of an annuity, cease to be paid beginning with the first calendar month subsequent to such less-than-40 Hour of Service month in which the Participant completes 40 or more Hours of Service, unless the Participant's Required Beginning Date occurs in such subsequent month.

7.7.2      In the event a Participant's retirement benefit under the Plan is paid or begins to be paid by reason of the provisions of Subsection 7.7.1 above, then the provisions of Section 7.6 above and Section 7.8 below shall both be applied in the same manner as if the Participant had ceased to be an Employee, but had then been reemployed as an Employee immediately thereafter, at the end of the latest calendar month which precedes the calendar month in which the Participant's retirement benefit under the Plan commences pursuant to the provisions of Subsection 7.7.1 above.

7.8      Requirements of Code Section 401(a)(9) and Additional Accruals After Required Beginning Date .

7.8.1      Notwithstanding any other provisions of the Plan to the contrary, the requirements of section 401(a)(9) of the Code (as modified to the extent provided in Subsection 2.1.22 above) shall apply to the Plan, and such Code section is hereby incorporated into the Plan. Such Code section (as modified to the extent provided in Subsection 2.1.22 above) requires, among other things, that any Participant's retirement benefit under the Plan must begin to be paid no later than the Participant's Required Beginning Date. The Plan shall apply the requirements of section

34

Exhibit 10.14

401(a)(9) of the Code to any distribution made under the Plan in accordance with any final regulations issued under Code section 401(a)(9) that by their terms apply to such distribution. In this regard, with respect to any distribution made under the Plan for a calendar year beginning on or after the Effective Amendment Date, the Plan shall apply the requirements of section 401(a)(9) of the Code, including the incidental benefit requirements of Code section 401(a)(9)(G), in accordance with the requirements of Treasury Regulations section 1.401(a)(9)-2 through 1.409(a)(9)-9 (as such regulations existed as of April 17, 2002 and as they are subsequently amended, renumbered, or superseded).
7.8.2      Subject to the other provisions of this Section 7.8, if a Participant continues to be employed or is reemployed as an Employee after his Required Beginning Date, any prior distribution of the Participant's retirement benefit under the Plan shall not be suspended (or adjusted in amount or form) merely by reason of such continued employment or reemployment until the Participant next ceases to be an Employee.

7.8.3      Upon the first date after the Participant's Required Beginning Date on which the Participant ceases to be an Employee, his latest retirement benefit under the Plan that began being paid prior to his Required Beginning Date shall be redetermined.

(a)      Any such redetermined retirement benefit shall be paid in the same form as the form in which his latest retirement benefit under the Plan was made to the Participant prior to the applicable redetermination date if such form of prior Plan benefit payments was an annuity form, and any such redetermined retirement benefit shall commence as of the first date after the Participant ceases to be an Employee (following his Required Beginning Date). If the form of his latest retirement benefit under the Plan was not an annuity form, then the form and commencement date of such redetermined retirement benefit shall be determined under the provisions of the foregoing sections of this Article 7 as if no Plan benefit payments prior to the applicable redetermination date had occurred.

(b)      The monthly or single sum amount of his redetermined retirement benefit, when it is paid or begins to be paid as of such redetermination date, shall be the amount that would apply to the Participant's retirement benefit under the Plan if such retirement benefit never had been paid or begun to be paid before the redetermination date but was reduced by the sum of each payment made of such retirement benefit, together with interest on such payment, compounded annually, from the original date as of which such payment was made to such redetermination date at the rate or rates used for determining interest credit amounts to Cash Balance Accounts for Employees under Section 5.4 above for such period (or, for any portion of such period in which the Participant is not an Employee, at the rate or rates determined under section 411(c)(2)(C) of the Code for such portion); except that, if the form of the Participant's latest retirement benefit under the Plan as of such redetermination date had been an annuity form, the monthly amount of the Participant's redetermined retirement benefit as of such redetermination date shall not be less than the monthly amount of such annuity as in effect immediately prior to such redetermination date.

35

Exhibit 10.14

ARTICLE 8

DEATH BENEFITS

8.1      Unmarried Participants . If an unmarried Vested Participant dies while an Employee or after ceasing to be an Employee but prior to his benefit commencement date, then, unless waived under the provisions of Section 8.3 below, a death benefit shall be paid to his estate. Such death benefit shall be paid in the form of a single sum cash payment that is made as of such benefit's distribution date.

(a)      The amount of such single sum payment shall be equal to the amount credited to the Participant's Cash Balance Account on such benefit's distribution date.

(b)      For purposes of this Section 8.1, the “distribution date” of an unmarried Vested Participant's estate's death benefit under the Plan means: (i) when the Participant's death occurs prior to March 28, 2005, the first date after the Participant's death that the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (ii) when the Participant's death occurs on or after March 28, 2005, on a date chosen by the Committee that occurs after the Participant's death and no more than 90 days before the first date after such death on which the Plan is in a position administratively to actually distribute such benefit to the estate (after calculating the single sum payment amount of such benefit and confirming the Participant's death).

8.2      Married Participants . If a married Vested Participant dies while an Employee or after ceasing to be an Employee but prior to his benefit commencement date, then, unless waived under the provisions of Section 8.3 below and subject to the following provisions of this Section 8.2, the Participant's surviving spouse shall be entitled to a death benefit that is described in and payable under the following subsections of this Section 8.2.

8.2.1      The Participant's surviving spouse may, after the Participant's death and in accordance with reasonable administrative procedures adopted by the Committee, elect to receive such death benefit in the form of a single sum cash payment that is paid: (1) when the Participant's death occurs prior to March 28, 2005, as of the first date after such spouse's election on which the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (2) when the Participant's death occurs on or after March 28, 2005, as of a date chosen by the Committee under its administrative processes that occurs after such spouse's election and no more than 90 days before the first date after such death on which the Plan is in a position administratively to distribute such benefit to the surviving spouse (after calculating the single sum payment amount of such benefit, confirming the Participant's death, and meeting all requirements set forth in the other provisions of the Plan as to providing the spouse an opportunity to elect a direct rollover of such benefit in the event a direct rollover of such benefit is permitted under the Code). The amount of such single sum payment shall be equal to the amount credited to the Participant's Cash Balance Account as of such date.

(a) It is provided, however, that if the Participant's surviving spouse fails to elect in writing to have such death benefit paid in one single sum under the foregoing provisions of this Subsection 8.2.1, such death benefit shall be paid to the Participant's spouse in the form of a monthly annuity that is payable for the life of the Participant's spouse and that commences as of

36

Exhibit 10.14

the later of the date which would be the Participant's Normal Retirement Date if he had not died or the first date following the Participant's death on which the Plan is administratively able to determine the amount of such benefit in preparation for its distribution. Notwithstanding the foregoing, if the Participant dies before his Normal Retirement Date, the Participant's surviving spouse may elect, after the Participant's death and prior to the date which would have been the Participant's Normal Retirement Date if he had not died and in accordance with reasonable administrative procedures adopted by the Committee, to commence such monthly annuity prior to the date which would have been the Participant's Normal Retirement Date if he had not died. If such election is made, such annuity shall commence as of a date (set by the Committee) that is within a reasonable administrative period after such spouse's election and prior to the date which would have been the Participant's Normal Retirement Date if he had not died.

(b)      The monthly amount of any annuity described in paragraph (a) above shall be the amount that makes such annuity actuarially equivalent to such death benefit if such benefit had been paid in the form of a single sum payment that is made as of the date as of which the annuity commences to be paid and that has an amount equal to the amount credited to the Participant's Cash Balance Account as of the date as of which the annuity commences to be paid. The actuarial assumptions to be used in determining such monthly amount shall be the applicable interest rate and applicable mortality assumption that apply under Section 11.5 below as of the commencement date of such annuity.

8.2.2      Notwithstanding the provisions of Subsection 8.2.1 above, if (1) the death benefit payable under this Section 8.2 to the surviving spouse of a Vested Participant has a present value of $5,000 or less as of such benefit's distribution date (or $3,500 or less as of such benefit distribution date if the benefit's distribution date is prior to July 25, 2002) and (2) such benefit has not begun to be paid to the Participant's surviving Spouse prior to such benefit's distribution date, then such death benefit shall be converted to and paid as a single sum cash payment as of such benefit's distribution date (with the amount of such payment equal to the present value of such benefit as of such date).

(a)      For purposes of this Subsection 8.2.2, the present value as of the distribution date of such spouse's death benefit shall be equal to the amount credited to the Participant's Cash Balance Account as of such benefit's distribution date.

(b)      Also for purposes of this Subsection 8.2.2, the “distribution date” of a Participant's surviving spouse's death benefit under the Plan means the date as of which the single sum payment amount of such benefit is: (i) when the Participant's death occurs prior to March 28, 2005, the first date after the Participant's death that the Plan is administratively able to determine the amount of such benefit in preparation for its distribution; or (ii) when the Participant's death occurs after March 28, 2005, a date chosen by the Committee that occurs after the Participant's death and no more than 90 days before the first date after such death on which the Plan is in a position administratively to actually distribute such benefit to the surviving spouse, (after calculating the single sum payment amount of such benefit, confirming the Participant's death, and meeting all requirements set forth in the other provisions of the Plan as to providing the spouse an opportunity to elect a direct rollover of such benefit to the extent a direct rollover of such benefit is permitted under the Code).

8.2.3      Notwithstanding the provisions of Subsections 8.2.1 and 8.2.2 above, in no

37

Exhibit 10.14

event shall the monthly amount or single sum amount of the death benefit payable to the married Vested Participant's surviving spouse under Subsection 8.2.1 or 8.2.2 above be less than the monthly or single sum amount (as appropriate) that makes such benefit actuarially equivalent to the survivor benefit that would otherwise have been paid to such spouse if such Participant had ceased to be an Employee prior to his death (if he had not already done so) and had begun the payment of the retirement benefit to which he was entitled in the form of a 50% Qualified Joint and Survivor Annuity commencing immediately prior to the date as of which the death benefit payable to his surviving spouse under this Section 8.2 commences or is paid. The actuarial assumptions to be used in determining such monthly or single sum amount shall be the applicable interest rate and the applicable mortality assumption that apply under Section 11.5 below as of the commencement date of such benefit.

8.2.4      Further, notwithstanding the foregoing provisions of this Section 8.2, if the surviving spouse of a Vested Participant is entitled to a death benefit under the foregoing provisions of this Section 8.2 but the spouse dies before the date as of which such death benefit is to be paid or begin to be paid under the foregoing provisions of this Section 8.2, then such death benefit shall be paid to the estate of the spouse in the form of a single sum cash payment that is equal to the amount credited to the Participant's Cash Balance Account as of the date of the spouse's death and is paid as of the day next following the date of the spouse's death.

8.3      Waiver of Death Benefit . If a Participant ceases to be an Employee but remains a Participant, he may elect to waive the death benefit otherwise applicable to him under Section 8.1 or 8.2 above. In the event of such a waiver, then, notwithstanding any of the provisions of Subsection 5.4.4 above to the contrary, the assumed annualized interest rate applicable to his Cash Balance Account under Subsection 5.4.4 above shall be 4% (instead of 3.5%) while the waiver is in effect. The waiver referred to in this Section 8.3 shall also be subject to the following subsections of this Section 8.3.

8.3.1      In the case of an unmarried Participant: (a) such waiver may be elected (and put into effect) or revoked in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) at any time prior to his death; and (b) such waiver shall be automatically revoked if the Participant marries and fails to make the election called for under Subsection 8.3.2 below.

8.3.2      In the case of a married Participant: (a) such waiver may be elected (and put into effect) or revoked in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) at any time prior to his death; (b) the Participant's spouse must consent in a writing filed with a Plan representative (on a form prepared or accepted by the Committee) to the election of the waiver (with such consent acknowledging the effect of the election and being witnessed by a Plan representative or notary public); (c) in the case of a waiver made before the Plan Year in which the Participant attains age 35, such waiver shall be automatically revoked on the first day of the Plan Year in which the Participant attains age 35 (and must be reelected on or after such date in order to become again effective); and (d) within the applicable period, the Participant shall be provided a written explanation of the death benefit under Section 8.2 above in a manner comparable to the explanation that is provided under Subsection 7.4.4 above. The “applicable period” for giving the written explanation under clause (d) of the immediately preceding sentence shall be whichever of the following periods ends later: (a) the first day of the three-year period ending on the last day of the Plan Year in which the Participant attains age 35; or (b) the

38

Exhibit 10.14

two-year period ending one year after the date on which the Participant becomes a Participant. Notwithstanding the foregoing, in the case of a Participant who ceases to be an Employee prior to the Plan Year in which he attains age 35, such explanation also must be provided within the three-year period ending on the first anniversary of the date on which he ceases to be an Employee.


39

Exhibit 10.14

ARTICLE 9

SPECIAL MINIMUM, EARLY RETIREMENT
WINDOW, AND TRANSITION BENEFITS

9.1      Minimum Benefit . Notwithstanding any other provision hereof to the contrary, if a Participant has his Cash Balance Account include an amount (for purposes of this Section 9.1, the “prior plan amount”) that derives from an Accrued Benefit under the Prior Pension Plan (or an accrued benefit under another plan) by reason of the provisions of Section 5.2 above, then, when determined as of any date (for purposes of this Section 9.1, the “subject date”):

9.1.1      his Accrued Benefit Final Payment Amount (as otherwise is generally calculated under the provisions of Subsection 7.2.1 above) shall not be less than the product produced by multiplying (a) the monthly amount that would have applied to the Participant's retirement benefit under the terms of the plan from which the prior plan amount derives (as determined as of the date that immediately precedes the date as of which the prior plan amount is credited to the Participant's Cash Balance Account and as if the Participant had ceased accruing any further benefits under such plan as of such date) if such benefit were paid in the form of a Single Life Annuity that commences as of the later of the Participant's 65 th birthday or the subject date by (b) a factor derived from Table 1 under the Prior Pension Plan (or, if the prior plan amount derives from a plan other than the Prior Pension Plan, the corresponding early commencement table of such other plan) that applies to non-cash balance benefits and a payment age that is the Participant's attained age (in whole years and months) as of the subject date; and

9.1.2      his Accrued Benefit (as otherwise is generally calculated under the provisions of Subsection 2.1.1 above) shall not be less than the monthly amount that would have applied to the Participant's retirement benefit under the terms of the plan from which the prior plan amount derives (as determined as of the date that immediately precedes the date as of which the prior plan amount is credited to the Participant's Cash Balance Account and as if the Participant had ceased accruing any further benefits under such plan as of such date) if such benefit were paid in the form of a Single Life Annuity that commences as of the later of the Participant's 65 th birthday or the subject date.

9.2      Transition Retirement Benefits . The provisions of this Section 9.2 shall apply notwithstanding any other provision of the Plan.

9.2.1      When determined as of any date (for purposes of this Subsection 9.2.1, the “subject date”), the Accrued Benefit Final Payment Amount (as is otherwise generally calculated under the provisions of Subsection 7.2.1 above) of a Transition Group Participant (as defined in Subsection 9.2.5(e) below) shall not be less than: (a) if the subject date occurs on or after the Transition Group Participant's Normal Retirement Date or in any event is a date as of which a retirement benefit could have commenced to the Transition Group Participant under the terms of the Prior Pension Plan had the Prior Pension Plan continued in effect unamended, the Transition Group Participant's Prior Pension Plan Amount determined as of the subject date under the provisions of Subsection 9.2.5(b) below; or (b) if the subject date occurs prior to the Transition Group Participant's Normal Retirement Date and is not a date as of which a retirement benefit could have commenced to the Transition Group Participant under the terms of the Prior Pension Plan had the Prior Pension Plan continued in effect unamended, the product produced by multiplying (i) the

40

Exhibit 10.14

Transition Group Participant's Prior Pension Plan Amount determined as of his 65 th birthday under the provisions of Subsection 9.2.5(b) below by (ii) the factor derived from Table 1 to the Prior Pension Plan that applies to non-cash balance benefits and a payment age that is the Participant's attained age (in whole years and months) as of the subject date. In addition, when determined as of the subject date, the Transition Group Participant's Accrued Benefit (as is otherwise generally calculated under the provisions of Subsection 2.1.1 above) shall not be less than the Transition Group Participant's Prior Pension Plan Amount determined as of the later of his 65 th birthday or the subject date under the provisions of Subsection 9.2.5(b) below.

9.2.2      In no event shall the monthly amount of any death benefit provided under Article 8 above to a surviving spouse of a Transition Group Participant (as defined in Subsection 9.2.5(e) below), determined as if such benefit were paid in the form of a monthly annuity for the life of the surviving spouse that commences as of the date as of which such death benefit commences to be paid, be less than the surviving spouse's Prior Pension Plan Survivor Amount (as defined in Subsection 9.2.5(c) below) when determined as of the applicable determination date.

9.2.3      In no event shall the amount of the Cash Balance Account on or after January 1, 1997 (prior to any payments called for under the Plan) of a Transition Group Participant (as defined in Subsection 9.2.5(e) below) who was a Special Eligibility Participant (as defined in the Prior Pension Plan and reflecting a Participant who was eligible for an early retirement “window” benefit that was offered in 1995 under the Plan) be less than the sum of (a) the amount of his Cash Balance Account under the Plan on January 1, 1997, (b) 20% of the Transition Group Participant's Frozen Benefit Premium (as defined in Subsection 9.2.5(a) below), and (c) an amount equal to, for each full month from January 1, 1997 through December 31, 2000 (or, if earlier, through the last day of the month preceding the month in which the Transition Group Participant ceases to be an Employee), 1.67% of such Frozen Benefit Premium.

9.2.4      If a Transition Group Participant (as defined in Subsection 9.2.5(e) below) whose Term of Employment (as defined in the Prior Pension Plan) at the time he ceases to be an Employee is 15 or more years and who is not a Service Pension Eligible Participant (as defined in Subsection 9.2.5(d) below) becomes totally disabled ( i.e. , unable to perform the requirements of his job with the Participating Companies) as a result of sickness or injury (other than by accidental injury arising out of and in the course of employment as an Employee) and, as a consequence of such disability, ceases to be an Employee, he shall be entitled to receive a monthly disability benefit that commences on the day next following the date he ceases to be an Employee by reason of his total disability and is payable until the earliest of (1) the date on which he is no longer disabled, (2) the date on which he attains age 65, (3) the date as of which his retirement benefit under the Plan is paid or begins to be paid, or (4) the date of his death. The monthly amount of the disability benefit provided under this Subsection 9.2.4 to the Transition Group Participant shall be equal to the monthly amount of the retirement benefit that he accrues under the Plan to the date he ceases to be an Employee (determined as if such retirement benefit were paid in the form of a Single Life Annuity that commences as of the Participant's 65 th birthday).


41

Exhibit 10.14

9.2.5      For purposes of this Section 9.2, the following terms shall have the meanings set forth below:

(a)      “Frozen Benefit Premium” means, with respect to any Transition Group Participant who was a Special Eligibility Participant (as defined in the Prior Pension Plan and reflecting a Participant who was eligible for an early retirement “window” benefit that was offered in 1995 under the Plan), the result obtained by subtracting the amount of the Transition Group Participant's Cash Balance Account under the Plan on January 1, 1997 from the then present value of the retirement benefit that the Transition Group Participant would have been entitled to receive under the Prior Pension Plan (determined as if such benefit were paid in the form of a Single Life Annuity that commences as of January 1, 1997) if (i) he had permanently ceased to be an Employee on April 1, 1995, (ii) the amendments to the Prior Pension Plan that were adopted effective March 31, 1995 were disregarded, and (iii) the monthly Pension Band dollar amounts applicable to retirements occurring on and after October 1, 1995 under Table 3 of the Prior Pension Plan (as in effect on April 1, 1995) also applied to retirements occurring on April 1, 1995.

(b)      “Prior Pension Plan Amount” means, with respect to any Transition Group Participant and as of any date (for purposes of this paragraph (b), the “subject date”), the monthly amount of the pension benefit to which the Transition Group Participant would have been entitled under the Prior Pension Plan, determined as if such benefit were paid in the form of a Single Life Annuity that commences as of the subject date, if, subject to the adjustments set forth below, he had permanently ceased to be an Employee on (and received no compensation and completed no service after) the earlier of the latest date he ceased to be an Employee before the subject date or December 31, 1999 and the Prior Pension Plan had continued in effect unamended except that the amendments to such plan adopted effective March 31, 1995 shall be disregarded. Notwithstanding the foregoing, the adjustments set forth in the following subparagraphs of this paragraph (b) shall apply in determining the Transition Group Participant's Prior Pension Plan Amount.

(i)      If the Transition Group Participant ceases to be an Employee on or after October 1, 1999, then his Prior Pension Plan Amount shall be determined under the foregoing provisions of this paragraph (b) except that the dollar amount that otherwise would apply to each Pension Band number under the terms of Table 3 to the Prior Pension Plan shall be determined under Table 7 to this Plan (instead of under such Table 3 to the Prior Pension Plan).

(ii)      If the Transition Group Participant ceases to be an Employee on or after January 1, 2000, then his Prior Pension Plan Amount shall in no event be deemed to be less than if it had been determined under the foregoing provisions of this paragraph (b) but for the following changes: (A) the Transition Group Participant is treated as permanently ceasing to be an Employee on the latest date he ceases to be an Employee before the subject date and is not treated as having permanently ceased to be an Employee on December 31, 1999; (B) the provisions of the Prior Pension Plan are deemed not to provide at all for any supplemental monthly pension amount based on the Transition Group Participant's Shift Differential Pay (as defined in Subsection 5.3.2 above); (C) in the event the date on which the Transition Group Participant ceases to be an Employee is on or after October 1, 2002 and prior to January 1, 2006 (but not otherwise), the dollar amount that otherwise would apply to each Pension Band number under the terms of Table 7 to this Plan shall be determined under Table 9 to this Plan (instead of under such Table 7); and (D) in the event the date on which the Transition Group Participant ceases to be an Employee is on or after January

42

Exhibit 10.14

1, 2006 (but not otherwise), the dollar amount that otherwise would apply to each Pension Band number under the terms of Table 7 to this Plan shall be determined under Table 11 to this Plan (instead of under such Table 7).

(iii)      If the Transition Group Participant was a Special Eligibility Participant (as defined in the Prior Pension Plan and reflecting a Participant who was eligible for an early retirement “window” benefit that was offered in 1995 under the Plan), then his Prior Pension Plan Amount shall not in any event be deemed to be less than if it had been determined under the foregoing provisions of this paragraph (b) but modified to the extent provided under the terms of the Prior Pension Plan by reason of the Participant being such a Special Eligibility Participant.

(c)      “Prior Pension Plan Survivor Amount” means, with respect to a surviving spouse of any Transition Group Participant and as of any date (for purposes of this paragraph (c), the “subject date”), the monthly amount of the survivor pension benefit to which the surviving spouse would have been entitled under the Prior Pension Plan, determined as if such benefit were paid in the form of a monthly annuity for the life of the surviving spouse that commences as of the subject date, if: (i) the Transition Group Participant had died before the commencement date of the Transition Group Participant's pension benefit that had accrued under the Prior Pension Plan; and (ii) the monthly amount of the Transition Group Participant's pension benefit that had accrued under the Prior Pension Plan immediately prior to the date of his death, determined as if such benefit were paid in the form of a Single Life Annuity that commenced immediately prior to the subject date, had been equal to his Prior Pension Plan Amount (determined as of the subject date).

(d)      “Service Pension Eligible Participant” means a Transition Group Participant who either (i) has attained at least age 65 and has a Term of Employment of at least 10 years, (ii) has attained at least age 55 and has a Term of Employment of at least 20 years, (iii) has attained at least age 50 and has a Term of Employment of at least 25 years, or (iv) has a Term of Employment of at least 30 years (regardless of his age).

(e)      “Transition Group Participant” means a Participant who meets either the conditions of subparagraph (i) below or the conditions of subparagraph (ii) below:

(i)      A Participant meets the conditions of this subparagraph (i) if he, on December 31, 1996, was a Covered Employee and had a Term of Employment of at least 15 full years.

(ii) A Participant meets the conditions of this subparagraph (ii) if (A) he on December 31, 1996 was an Employee and was then a participant in the defined benefit pension plan sponsored by the Company that was then named the Cincinnati Bell Management Pension Plan and (B) his Term of Employment on December 31, 1996 was at least 15 full years.

9.3      Transition Death Benefits .

9.3.1      Subject to the terms of the following subsections of this Section 9.3, in the event of the death of a Participant who was a Participant in the Prior Death Benefit Plan on December 31, 1996, such Participant's beneficiaries shall be entitled to receive the same death benefit, and in the same form and amount, which they would have been entitled to receive if the Prior Death Benefit Plan had continued in effect unamended, except that (a) no burial expenses or other expenses incident

43

Exhibit 10.14

to the death of the Participant shall be paid and (b) the payment of such death benefit shall only be made in the form of a single sum cash payment.

9.3.2      For purposes of this Section 9.3, except as provided below, the “Prior Death Benefit Plan” means, subject to the immediately following sentence, those provisions of the Prior Pension Plan which dealt with the death benefits provided under section 5 of the Prior Pension Plan (including but not limited to the provisions of section 5 of the Prior Pension Plan that required a Participant, in order to be eligible for the pensioner death benefit referred to in such section 5, having either met any of the age and service conditions set forth in such section 5 that were needed to qualify the Participant for a service pension under such section 5 or met the service and disability conditions set forth in such section 5 that were needed to qualify the Participant for a disability pension under such section 5). However, for purposes of determining the amount of death benefit payable under the Prior Death Benefit Plan, a Participant's “Wages” shall be deemed to be:

(a)      if the Participant was on an active payroll of a Participating Company on December 31, 1993, his rate of base pay plus differentials from the Participating Companies as in effect on such date (or, if the Participant on such date was on a disability or other leave of absence, the rate of base pay plus differentials which would have been in effect for him on such date if he had returned from such leave on such date), but excluding any overtime, commissions, or bonuses of the Participant; or

(b)      if the Participant was not on an active payroll of a Participating Company on December 31, 1993, his rate of base pay plus differentials from the Participating Companies as in effect on the latest date prior to December 31, 1993 on which he was on such an active payroll (or, if the Participant on such pre-December 31, 1993 date was on a disability or other leave of absence, the rate of base pay plus differentials which would have been in effect for him on such pre-December 31, 1993 date if he had returned from such leave on such date), but excluding any overtime, commissions or bonuses of the Participant.

9.3.3      Notwithstanding the forgoing, no death benefit shall be payable under this Section 9.3 with respect to any Participant who dies on or after July 1, 1999 unless the Participant not only is eligible for a death benefit under the foregoing provisions of this Section 9.3 but also dies after he has begun to receive a retirement benefit under the Plan in the form of a monthly benefit under the other provisions of the Plan.

9.3.4      Notwithstanding any other provision of the Plan (or the Prior Death Benefit Plan), the amount of any death benefit that becomes payable under the foregoing subsections of this Section 9.3 (and under the Prior Death Benefit Plan) with respect to any person who (a) had his employment with the Affiliated Employers end on or after January 1, 1992 and (b) dies (i) on or after January 1, 2008, (ii) after he has ceased to be an Employee, and (iii) after the expiration of the latest collective bargaining agreement on which his participation in the Plan derived and that was in effect as of the date he ceased to be an Employee shall not in any event exceed $15,000 (or, if less, the amount of such death benefit that would apply in the absence of the provisions of this Subsection 9.3.4).

44

Exhibit 10.14

ARTICLE 10

MAXIMUM RETIREMENT BENEFIT LIMITATIONS

10.1      Maximum Plan Benefit .
10.1.1      General Rules . Subject to the other provisions of this Section 10.1 but notwithstanding any other provision of this Plan to the contrary, in no event, during any limitation year, shall the annual amount of a Participant's retirement benefit accrued or payable at any time under this Plan, when expressed in the form of a Single Life Annuity and in accordance with the adjustments described in the following provisions of this Section 10.1, exceed the maximum permissible benefit. For purposes of this Section 10.1 and subject to the adjustments described in the following provisions of this Section 10.1, the “maximum permissible benefit” is the lesser of the defined benefit dollar limitation, as defined in paragraph (a) of this Subsection 10.1.1, or the defined benefit compensation limitation, as defined in paragraph (b) of this Subsection 10.1.1.
(a)      Defined Benefit Dollar Limitation . For purposes of this Section 10.1, the “defined benefit dollar limitation” is $160,000, as adjusted, effective January 1 of each calendar year, under section 415(d) of the Code in such manner as the Secretary of the Treasury or his delegate shall prescribe. A limitation as adjusted under Code section 415(d) as of the January 1 of any calendar year shall apply to the limitation year ending with or within such calendar year.
(b)      Defined Benefit Compensation Limitation . For purposes of this Section 10.1 and subject to subparagraphs (i) and (ii) of this paragraph (b), the “defined benefit compensation limitation” is 100% of the Participant's average annual compensation received during the three consecutive calendar years which produce the highest dollar result (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, 100% of the Participant's average annual compensation received during the three consecutive calendar years both during which he is a Participant in the Plan and which produce the highest dollar result).
(i)      Notwithstanding the foregoing provisions of this paragraph (b), if the Participant is an Employee for less than three consecutive calendar years (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, if the Participant is both an Employee and a Participant for less than three consecutive calendar years), the Participant's “defined benefit compensation limitation” shall for purposes of this Section 10.1 be deemed to be the quotient obtained by dividing (1) the Participant's compensation received during the Participant's longest consecutive period of service as an Employee (or, for any limitation year prior to the limitation year that commences as of January 1, 2006, the Participant's compensation received during the Participant's longest consecutive period of service as both an Employee and a Participant) by (2) the number of years in that period (including fractions of years, but not less than one year).
(ii)      For purposes of the foregoing provisions of this paragraph (b), if the Participant ceases to be an Employee and is subsequently rehired as an Employee, all years for which the Participant performs no services as an Employee and receives no compensation for his services as an Employee (for purposes of this subparagraph (ii), the “break period”) shall be ignored in determining the Participant's defined benefit compensation limitation and the year of service immediately prior to and the year of service immediately after the break period shall be treated as if they were consecutive.

45

Exhibit 10.14

10.1.2      Necessary Terms . For purposes of the restrictions and rules set forth in this Section 10.1, the terms set forth in the following paragraphs of this Subsection 10.1.2 shall apply.
(a)      A Participant's “compensation” shall refer to his Compensation as defined in Section 10.3 below.
(b)      The “limitation year” for purposes of the restrictions under this Section 10.1 shall be the Plan Year.
10.1.3      Procedures for Applying Limitation . This Subsection 10.1.3 describes the adjustments that are made in a Participant's retirement benefit accrued or payable under the Plan, in the defined benefit dollar limitation, and in the defined benefit compensation limitation when determining whether such retirement benefit meets the requirements of Subsection 10.1.1 above. For any limitation year, the Participant's retirement benefit accrued or payable at any time under the Plan shall be limited to the extent necessary so that, if such limit would be deemed to have applied under the provisions of the Plan that do not include the provisions of this Section 10.1, the annual amount of the actual equivalent benefit-form Single Life Annuity determined in Step 1 below cannot and shall not exceed the lesser of the annual amount of the maximum equivalent age-adjusted Single Life Annuity determined in Step 2 below or the annual amount of the maximum equivalent compensation-adjusted Single Life Annuity determined in Step 3 below.
(a)      Step 1 : This Step 1 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the commencement date of the Participant's actual retirement benefit under the Plan (for purposes of this Subsection 10.1.3, the “actual commencement date”), would have an annual amount calculated in accordance with subparagraphs (i) and (ii) of this paragraph (a). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “actual equivalent benefit-form Single Life Annuity.”
(i)      When the form of the Participant's actual retirement benefit under the Plan is a Single Life Annuity or a Qualified Joint and Survivor Annuity that commences as of the actual commencement date, then the annual amount of the actual equivalent benefit-form Single Life Annuity shall be equal to the annual amount that would apply to the Participant's actual retirement benefit under the Plan (that is paid in the form of a Single Life Annuity or a Qualified Joint and Survivor Annuity that commences as of the actual commencement date) if the provisions of this Section 10.1 were disregarded.
(ii)      When the form of the Participant's actual retirement benefit under the Plan is a single sum payment (which is the only form of benefit other than a Single Life Annuity or a Qualified Joint and Survivor Annuity available under the Plan) that is made as of the actual commencement date, then the annual amount of the actual equivalent benefit-form Single Life Annuity shall be equal to the greatest of:
(A)      the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the combination of the

46

Exhibit 10.14

interest rate assumption and the mortality assumption that is specified and would be used under the other provisions of the Plan for determining the actuarial equivalence of two benefits whose only difference is one is paid in the form of an Annuity and the other is paid in the form of a single sum payment;
(B)      the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the applicable interest rate and the applicable mortality assumption (as such terms are defined in Subsection 10.1.4 below). Notwithstanding the foregoing, the reference to “the applicable interest rate” in the immediately preceding sentence shall be deemed to be a reference to “an interest rate of 5.5% per annum” if the Participant's actual retirement benefit under the Plan is paid in the form of a single sum payment as of any date that occurs during a Plan Year that begins on or after January 1, 2004; or
(C)      if and only if the Participant's actual retirement benefit under the Plan is paid in the form of a single sum payment as of any date that occurs during a Plan Year that begins on or after January 1, 2006, the quotient produced by dividing (1) the annual amount that would make the actual equivalent benefit-form Single Life Annuity actuarially equivalent to the Participant's actual retirement benefit under the Plan (that is paid in the form of a single sum payment that is made as of the actual commencement date) if the provisions of this Section 10.1 did not apply and if the actuarial assumptions used to determine such actuarial equivalence were the applicable interest rate and the applicable mortality assumption (as such terms are defined in Subsection 10.1.4 below) by (2) 1.05.
(b)      Step 2 : This Step 2 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the actual commencement date, would have an annual amount calculated in accordance with subparagraphs (i), (ii), and (iii) of this paragraph (b). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “maximum equivalent age-adjusted Single Life Annuity.”
(i)      If the actual commencement date occurs before the date the Participant first attains age 65 and on or after the date on which the Participant first attains age 62, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date).
(ii)      If the actual commencement date occurs before the date on which the Participant first attains age 62, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the lesser of:
(A)      the product obtained by multiplying (1) the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date) by (2) a fraction that has a numerator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if it was paid in the form of a Single Life Annuity that commences as of the actual commencement date and if the provisions of this Section 10.1 were disregarded and a denominator equal to the annual

47

Exhibit 10.14

amount of the Participant's actual retirement benefit under the Plan that would apply if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 62 and if the provisions of this Section 10.1 were disregarded; or
(B)      the annual amount that would make the maximum equivalent age-adjusted Single Life Annuity actuarially equivalent to a hypothetical retirement benefit that would apply to the Participant under the Plan if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 62, if its annual amount were the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date), and if the actuarial assumptions used to determine such actuarial equivalence were an interest rate of 5% per annum and the applicable mortality assumption (as such term is defined in Subsection 10.1.4 below and applied by expressing the Participant's age based on completed months as of the actual commencement date). Notwithstanding the foregoing provisions of this clause (B), the actuarial assumptions referred to in the immediately preceding sentence shall not reflect the probability of the Participant's death between the actual commencement date and the date on which the Participant first attains age 62 to the extent that the Participant's retirement benefit under the Plan will not be forfeited upon the death of the Participant.
(iii)      If the actual commencement date occurs after the date on which the Participant first attains age 65, then the annual amount of the maximum equivalent age-adjusted Single Life Annuity shall be equal to the lesser of:
(A)      the product obtained by multiplying (1) the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date) by (2) a fraction that has a numerator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if the Participant permanently ceased to be an Employee when he first attained age 65, if it was paid in the form of a Single Life Annuity that commences as of the actual commencement date, and if the provisions of this Section 10.1 were disregarded and a denominator equal to the annual amount of the Participant's actual retirement benefit under the Plan that would apply if the Participant permanently ceased to be an Employee when he first attained age 65, if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 65, and if the provisions of this Section 10.1 were disregarded; or
(B)      the annual amount that would make the maximum equivalent age-adjusted Single Life Annuity actuarially equivalent to a hypothetical retirement benefit that would apply to the Participant under the Plan if it was paid in the form of a Single Life Annuity that commences as of the date on which the Participant first attains age 65, if its annual amount were the defined benefit dollar limitation set forth in Subsection 10.1.1(a) above (as adjusted for the limitation year that includes the actual commencement date), and if the actuarial assumptions used to determine such actuarial equivalence were an interest rate of 5% per annum and the applicable mortality assumption (as such term is defined in Subsection 10.1.4 below and applied by expressing the Participant's age based on completed months as of the actual commencement date). Notwithstanding the foregoing provisions of this clause (B), the actuarial assumptions referred to in the immediately preceding sentence shall not reflect the probability of the Participant's death between the date on which the Participant first attains age 65 and the actual commencement date to the extent that the Participant's retirement benefit under the Plan will not be forfeited upon the

48

Exhibit 10.14

death of the Participant between the date on which the Participant first attains age 65 and the actual commencement date.
(c)      Step 3 : This Step 3 determines the annual amount of a hypothetical Single Life Annuity that, if it were paid to the Participant and commenced as of the actual commencement date, would have an annual amount calculated in accordance with the last sentence of this paragraph (c). Such hypothetical Single Life Annuity is referred to in this Section 10.1 as the Participant's “maximum equivalent compensation-adjusted Single Life Annuity.” In all cases, the annual amount of the maximum equivalent compensation-adjusted Single Life Annuity shall be equal to the defined benefit compensation limitation set forth in Subsection 10.1.1(b) above that applies to the Participant.
10.1.4      Applicable Interest Rate and Applicable Mortality Assumption .
(a)      For purposes of this Section 10.1, the “applicable interest rate” means, with respect to adjusting any benefit or limitation applicable to any single sum form of benefit, an interest rate determined as follows.
(i)      When the commencement date of the benefit occurs during any limitation year that begins prior to January 1, 2008, the applicable interest rate shall be the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which falls such commencement date and as such rate is published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such month.
(ii)      When the commencement date of the benefit occurs during any limitation year that begins on or after January 1, 2008, the applicable interest rate shall be the adjusted first, second, and third segment rates (as such terms are defined in Code section 417(e)(3)(D)) applied under rules similar to the rules of Code section 430(h)(2)(C) for the fifth calendar month which precedes the first calendar month included in the Plan Year in which falls such commencement date and as such rate is published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such month.
(b)      Also for purposes of this Section 10.1, the “applicable mortality assumption” means, with respect to adjusting any benefit or limitation of a retirement benefit, a mortality assumption determined as follows.
(i)      When the commencement date of the benefit occurs during any limitation year that begins prior to January 1, 2009, the applicable mortality assumption shall be based on the mortality table prescribed by the Secretary of the Treasury or his delegate as the applicable mortality table under section 415(b) of the Code as of the date as of which the applicable benefit is paid (determined without regard to any change in the mortality table prescribed in Code section 415(b) that is made under the Worker, Retiree, and Employer Recovery Act of 2008). Such table is based on the prevailing commissioners' standard table, described in section 807(d)(5)(A) of the Code, used to determine reserves for group annuity contracts, without regard to any other subparagraph of section 807(d)(5) of the Code. In accordance with the immediately preceding two sentences:
(A)      for Plan benefits with commencement dates prior to

49

Exhibit 10.14

January 1, 2009 and on or after December 31, 2002, the mortality table referred to in such preceding sentences shall be deemed to be the mortality table prescribed in Revenue Ruling 2001-62; and
(B)      for Plan benefits with commencement dates prior to December 31, 2002, the mortality table referred to in such preceding sentences shall be deemed to be the mortality table prescribed in Revenue Ruling 95-6.
(ii)      When the commencement date of the benefit occurs during any limitation year that begins on or after January 1, 2009, the applicable mortality assumption shall be determined under the mortality table published by the Internal Revenue Service under Code section 417(e)(3) for such limitation year. In accordance with the immediately preceding sentence:
(A)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the limitation year beginning in 2009, 2010, 2011, 2012, or 2013 (but no later limitation year) shall be determined under the column labeled “Unisex” of the applicable mortality tables that apply to the specific limitation year (the limitation year beginning in 2009, 2010, 2011, 2012, or 2013) in which such commencement date occurs as such tables are published in the appendix to the Internal Revenue Service's Notice 2008-85; and
(B)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in a limitation year later than the limitation year beginning in 2013 shall be determined under the applicable mortality table published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such later limitation year.
10.1.5      Reduction for Participation or Service of Less Than Ten Years .
(a)      In the case of a Participant who has less than ten years of participation in this Plan when his retirement benefit under the Plan commences, the defined benefit dollar limitation shall be adjusted for all purposes of this Section 10.1 (including for purposes of determining the maximum equivalent age-adjusted Single Life Annuity described in Step 2 of Subsection 10.1.3 above) so as to be equal to the defined benefit dollar limitation (determined without regard to this Subsection 10.1.5) multiplied by a fraction. The numerator of such fraction is the Participant's years (and any fraction thereof) of participation in the Plan at the time his benefit commences (or 1, if greater), and its denominator is ten.
(b)      Further, in the case of a Participant who has less than ten years of Vesting Service as of the date on which his retirement benefit under the Plan commences, the defined benefit compensation limitation shall be adjusted for all purposes of this Section 10.1 (including for purposes of determining the maximum equivalent compensation-adjusted Single Life Annuity described in Step 3 of Subsection 10.1.3 above) so as to be equal to such limitation (determined without regard to this Subsection 10.1.5) multiplied by a fraction. The numerator of such fraction is the Participant's years of Vesting Service as of the date his benefit commences (or 1, if greater), and its denominator is ten.
10.1.6      Preservation of Prior Plan Benefits . Notwithstanding any of the foregoing provisions of this Section 10.1, in no event shall the foregoing provisions of this Section 10.1 cause by themselves a Participant's Accrued Benefit (or the annual or lump sum amount of a Participant's

50

Exhibit 10.14

actual retirement benefit under the Plan) to be less than his Accrued Benefit determined as of (or the annual or lump sum amount that would apply to his actual retirement benefit if the Participant had earned no additional benefit amount after and in fact had ceased to be a Covered Employee no later than) December 31, 2007, to the extent such Accrued Benefit (or such annual or lump sum amount of his actual retirement benefit) is determined solely on the basis of the provisions of the Plan that were both adopted and in effect before April 5, 2007 (including the provisions of the Plan that then reflected the requirements of section 415 of the Code).
10.1.7      Combining of Plans . If any other defined benefit plans (as defined in section 414(j) of the Code) in addition to this Plan are maintained by one or more Affiliated Employers, then the limitations set forth in this Section 10.1 shall be applied as if this Plan and such other defined benefit plans are a single plan. If any reduction or adjustment in a Participant's retirement benefit is required by this Section 10.1, such reduction or adjustment shall when necessary be made to the extent possible under any of such other defined benefit plan or plans in which the Participant actively participated ( i.e. , performed service which is taken into consideration in determining the amount of his benefit under the benefit formulas of the other plan or plans) at a later point in time (that occurs by the end of the applicable limitation year) than the latest point in time (that occurs by the end of the applicable limitation year) at which he actively participated in this Plan (provided such other plan or plans provide for such adjustment in such situation). To the extent still necessary, such adjustment shall be made under this Plan.
10.1.8      IRS Regulations Issued Under Code Section 415 . For any limitation year that begins on or after January 1, 2008, the provisions of the final regulations issued by the Internal Revenue Service under Code section 415 shall, to the extent and only to the extent they provide details as to the manner in which any of the requirements set forth in the foregoing provisions of this Section 10.1 are to be applied (such as details as to the application of such requirements when benefits are transferred to this Plan from another plan, when multiple commencement dates of a Participant's Plan benefit are involved, or when an Affiliated Employer that maintains another defined benefit plan loses its status as an Affiliated Employer), be deemed to be incorporated into this Section 10.1.     
10.2      Restrictions on Benefits Payable to Certain Highly Compensated Participants . The provisions set forth in this Section 10.2 shall apply notwithstanding any other provisions of this Plan.

10.2.1      Subject to the provisions of Subsection 10.2.6 below, in the event of the termination of the Plan, the benefit otherwise payable under the Plan to any Participant who is a Highly Compensated Employee (or a Former Highly Compensated Employee) with respect to the Plan Year in which such Plan termination occurs shall be limited to a benefit which is nondiscriminatory under section 401(a)(4) of the Code. To the extent necessary and permitted under the provisions of Subsection 16.4.2(d) below, any assets otherwise allocable upon the Plan's termination under Section 16.4 below to a Participant who is a Highly Compensated Employee (or Former Highly Compensated Employee) for the Plan Year in which the Plan's termination occurs shall be reallocated to other Participants so that this provision is not violated.

10.2.2      Subject to the provisions of Subsections 10.2.3, 10.2.4, and 10.2.6 below, prior to the complete termination of the Plan and distribution of all Plan assets, the payments made during any Plan Year to a Participant who is a Restricted Participant (as defined in Subsection 10.2.5

51

Exhibit 10.14

below) for such Plan Year shall be restricted to the extent necessary so that such payments do not exceed the payments that would be made for such Plan Year if the Participant's remaining Accrued Benefit under the Plan was being paid in the form of a Single Life Annuity.

10.2.3      Subject to the provisions of Subsections 10.2.4 and 10.2.6 below but notwithstanding the provisions of Subsection 10.2.2 above, prior to the complete termination of the Plan and distribution of all Plan assets, the retirement benefit payments made during any Plan Year to a Participant who is a Restricted Participant (as defined in Subsection 10.2.5 below) for such Plan Year may exceed the limit set forth in Subsection 10.2.2 above to the extent the method under which the Participant's retirement benefit is being paid calls for such payments, provided that the Plan and the Participant establish an agreement which meets the following provisions of this Subsection 10.2.3 in order to secure repayment to the Plan of any amount necessary for the distribution of assets upon the Plan's termination required to satisfy section 401(a)(4) of the Code.

(a)      During any such Plan Year, the amount that may be required to be repaid to the Plan by the Participant is the restricted amount. For this purpose, the “restricted amount” means the excess of the accumulated amount of the retirement benefit payments made to the Participant under the Plan over the accumulated amount of the Participant's nonrestricted limit. The Participant's “nonrestricted limit” for this purpose means the retirement benefit payments that could have been made to the Participant under the Plan, commencing when retirement benefit payments initially commenced to the Participant under the Plan, had the Participant received his retirement benefit in the form of a Single Life Annuity. Further, an “accumulated amount” means, with respect to any payment, the amount of such payment plus interest thereon from the date of such payment (or the date such payment would have been made) to the date of the determination of the restricted amount, compounded annually from the date of such payment (or the date such payment would have been made), at the rate determined under section 411(c)(2)(C) of the Code in effect on the date of the determination of the restricted amount.

(b)      In order to secure the Participant's repayment obligation to the Plan of the restricted amount, prior to receipt of a distribution from the Plan the Participant must agree that upon distribution the Participant shall promptly deposit in escrow with an acceptable depositary property having a fair market value equal to at least 125% of the restricted amount. The obligation of the Participant under the repayment agreement alternatively can be secured or collateralized by posting a bond equal to at least 100% of the restricted amount. For this purpose, the bond must be furnished by an insurance company, bonding company, or other surety approved by the U.S. Treasury Department as an acceptable surety for federal bonds. As another alternative, the Participant's obligation under the repayment agreement can be secured by a bank letter of credit in an amount equal to at least 100% of the restricted amount.

(c)      Amounts in the escrow account in excess of 125% of the restricted amount may be withdrawn for the Participant. Similar rules apply to the release of any liability in excess of 100% of the restricted amount where the repayment obligation has been secured by a bond or a letter of credit. If, however, the market value of the property in the escrow account falls below 110% of the restricted amount, the Participant is obligated to deposit additional property to bring the value of the property held by the depositary up to 125% of the restricted amount. In addition, the Participant may be given the right to receive any income from the property placed in escrow, subject to the obligation to maintain the value of the property as described.


52

Exhibit 10.14

(d)      A depositary may not redeliver to the Participant (or any other party claiming through the Participant) any property held under such an agreement, other than amounts in excess of 125% of the restricted amount, and a surety or bank may not release any liability on such a bond or letter of credit, unless the Committee certifies to the depositary, surety, or bank that the Participant (or the Participant's estate) is no longer obligated to repay to the Plan any amount under the agreement. The Committee shall make such a certification if at any time after the distribution commences either that any of the conditions of Subsection 10.2.4 below are met or that the Plan has terminated and the benefit received by the Participant is nondiscriminatory under section 401(a)(4) of the Code. Such a certification by the Committee terminates the agreement between the Participant and the Plan. Further, a depository will deliver any property held under such an agreement, and a surety or bank will deliver any portion of such a bond or letter of credit, to the Plan if the Committee certifies to the depository, surety, or bank that the Participant (or the Participant's estate) is required to repay any amount under the agreement. The complete delivery of all property held under such an agreement, or the complete release or delivery of all portions of such a bond or letter of credit, to the Participant (or the Participant's estate) and/or the Plan shall terminate the agreement between the Participant and the Plan.

10.2.4      The restrictions set forth in Subsections 10.2.2 and 10.2.3 above shall not apply to any Participant if either: (a) after payment to such Participant of all benefits payable to him under the Plan, the present value of all assets of the Plan equals or exceeds 110% of the then present value of the Plan's current liabilities; (b) the present value of such Participant's retirement benefit under the Plan is less than 1% of the then value of the Plan's current liabilities before the distribution; or (c) the present value of such Participant's retirement benefit under the Plan is $3,500 or less. For purposes of the immediately preceding sentence:

(a)      the reference to “$3,500” shall be deemed to be a reference to “$5,000” with respect to any Participant whose retirement benefit under the Plan does not begin to be paid as of any date prior to July 25, 2002; and
(b)      the Plan's “current liabilities” shall be deemed to be: (i) as of any date that occurs on or after January 1, 2008, all benefits accrued or earned under the Plan as determined for purposes of Code section 430(d)(1) of the Code (as created under the Pension Protection Act of 2006 (for purposes of this Section 10.2.4, the “PPA”)); or (ii) as of any date that occurs prior to January 1, 2008, the Plan's current liabilities as defined in Code section 412(1)(7) (as in effect before the adoption of the PPA).
10.2.5      For purposes of Subsections 10.2.2 through 10.2.4 above, a Participant shall be considered a “Restricted Participant” for any Plan Year if he is one of the 25 Highly Compensated and Former Highly Compensated Employees for such Plan Year with the greatest compensation (as defined in Section 10.3 below). In determining which of the Highly Compensated and Former Highly Compensated Employees for any Plan Year have the 25 greatest compensations, the compensation to be considered for any such Highly Compensated or Former Highly Compensated Employee shall be the highest compensation he received in such Plan Year or any other Plan Year under which his compensation and/or ownership in an Affiliated Employer made him a Highly Compensated or Former Highly Compensated Employee for the subject Plan Year.

10.2.6      Notwithstanding any of the foregoing provisions of this Section 10.2, none of the foregoing provisions of this Section 10.2 shall apply or restrict in any manner a Participant's

53

Exhibit 10.14

benefits accrued under the Plan to the extent such benefits accrued by reason of the Participant's service as a Collectively Bargained Employee.

(a)      For purposes of this Subsection 10.2.6, a “Collectively Bargained Employee” means an Employee who is included in a unit of employees covered by an agreement that the U.S. Secretary of Labor or his delegate finds to be a collective bargaining agreement between a Participating Company and the employee representatives of such unit, provided that the Employee shall not in any event be considered a Collectively Bargained Employee for any Plan Year if more than 2% of the unit of employees which includes the Employee are Professionals for such Plan Year.

(b)      Also for purposes of this Subsection 10.2.6, a “Professional” means, with respect to any Plan Year, any Highly Compensated Employee who on any day in such Plan Year performs professional services for an Affiliated Employer as an actuary, architect, attorney, chiropodist, chiropractor, dentist, executive, investment banker, medical doctor, optometrist, osteopath, podiatrist, psychologist, certified or other public accountant, stockbroker, or veterinarian, or in any other professional capacity determined by the Secretary of the Treasury or his delegate in a notice or other document of general applicability to constitute the performance of services as a professional.

10.3      Compensation . The “Compensation” of an Employee, as defined in this Section 10.3, refers to the Employee's compensation as used throughout the provisions of this Article 10, and to the Employee's compensation or remuneration as referred to in any other provision of this Plan (or any other plan that is merged into this Plan or transfers assets and liabilities to this Plan) that otherwise fails to define such term. For such purposes, an Employee's “Compensation” means, for any specified period, the amount determined in accordance with the following subsections of this Section 10.3.
10.3.1      Subject to Subsections 10.3.2, 10.3.3, 10.3.4, and 10.3.5 below, the Employee's “Compensation” for any specified period shall mean his wages, salaries, fees for professional services, and other amounts paid (without regard to whether or not an amount is paid in cash), during such specified period, for personal services actually rendered in the course of employment with the Affiliated Employers, to the extent that the amounts are includible in gross income for Federal income tax purposes. These amounts include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Treasury Regulations section 1.62-2(c).
10.3.2      Notwithstanding the provisions of Subsection 10.3.1 above, in no event shall the Employee's “Compensation” for any specified period include any of the items described in the following paragraphs of this Subsection 10.3.2:
(a)      contributions (other than elective contributions described in Code section 402(e)(3), Code section 408(k)(6), Code section 408(p)(2)(A)(i), or Code section 457(b)) made by an Affiliated Employer to a plan of deferred compensation (including a simplified employee pension described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Employee for Federal income tax purposes and with respect to the taxable year

54

Exhibit 10.14

in which contributed. In addition, any distributions from a plan of deferred compensation (whether or not qualified) are not considered as the Employee's “Compensation” for any specified period, regardless of whether such amounts are includible in the gross income of the Employee for Federal income tax purposes when distributed. However, any amounts received by the Employee pursuant to a nonqualified unfunded deferred compensation plan shall be considered as his “Compensation” in the year the amounts are actually received, but only to the extent such amounts are includible in the Employee's gross income for Federal income tax purposes;
(b)      amounts realized from the exercise of a nonstatutory option (which is an option other than a statutory option as defined in Code section 1.421-1(b)), or when restricted stock or other property held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture (pursuant to Code section 83 and Treasury Regulations promulgated under section 83 of the Code);
(c)      amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Code section 1.421-1(b));
(d)      other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee for Federal income tax purposes and are not salary reduction amounts that are described in section 125 of the Code); and
(e)      other items of remuneration that are similar to any of the items listed in paragraphs (a) through (d) above.
10.3.3      Also notwithstanding the provisions of Subsection 10.3.1 above, the Employee's “Compensation” for any specified period that begins on or after January 1, 2008 shall not in any event include any wages or other compensation paid after he has ceased to be an Employee, unless such wages or other compensation is paid within 2-1/2 months after (or, if later, by the end of the Plan Year in which) he has ceased to be an Employee and reflects either:
(a)      a payment that, absent his severance from employment with the Affiliated Employers, would have been paid to him while he was an Employee and would have been regular compensation for services during his regular working hours, compensation for services outside his regular working hours (such as overtime or shift differentials), commissions, bonuses, or similar compensation;
(b)      a payment under a nonqualified unfunded deferred compensation plan, but only if the payment would have been made on its actual date of payment even if the Employee had not ceased to be an Employee and only to the extent that the payment is includible in his gross income for Federal income tax purposes; or
(c)      a payment for accrued bona fide sick, vacation, or other leave, but only if he would have been able to use the leave if he had not ceased to be an Employee.
In no event, even if paid within 2-1/2 months after (or, if later, by the end of the Plan Year in which) he has ceased to be an Employee, shall any payment of severance pay, or any nonqualified unfunded deferred compensation plan payment (unless explicitly described in the immediately preceding sentence), that is made after the Employee ceases to be an Employee be treated as part of the

55

Exhibit 10.14

Employee's “Compensation” for any period that begins on or after January 1, 2008 under the provisions of this Subsection 10.3.3.
10.3.4      In addition to the amounts included in the Employee's “Compensation” for any specified period under Subsections 10.3.1 through 10.3.3 above, and notwithstanding such paragraphs, the Employee's “Compensation” for any period shall also include any amounts which are not treated as the Employee's “Compensation” for such specified period under Subsections 10.3.1 through 10.3.3 above solely because such amounts are considered elective contributions that are made by an Affiliated Employer on behalf of the Employee and are not includable in the Employee's gross income for Federal income tax purposes by reason of section 125, 402(e)(3), 402(h), and/or 132(f)(4) of the Code ( i.e. , elective contributions under a cafeteria plan, a cash or deferred arrangement in a profit sharing plan, a simplified employee pension plan, or an arrangement under which qualified transportation fringes can be chosen) or any other types of deferred compensation or contributions described in Code section 414(s)(2) or Treasury Regulations section 1.414(s)-1(c)(4); except that the treating of elective contributions that are not includable in gross income under Code section 132(f)(4) as part of the Employee's Compensation shall only apply when the specified period begins on or after January 1, 2000.
10.3.5      Finally, notwithstanding any of the foregoing subsections of this Section 10.3, the “Compensation” of the Employee for any twelve consecutive month period which is taken into account under any other provision of the Plan will not exceed: (a) for any such twelve consecutive month period that begins in 2002 or a later calendar year, $200,000 or such higher amount to which this figure is adjusted under section 401(a)(17)(B) of the Code by the Secretary of the Treasury or his delegate for the calendar year in which such twelve consecutive month period begins; (b) for any such twelve consecutive month period that begins in 2000 or 2001, $170,000; (c) for any such twelve consecutive month period that begins in 1997, 1998, or 1999, $160,000; or (d) for any such twelve consecutive month period that begins in 1996 or an earlier calendar year, $150,000.
10.4      Former Highly Compensated Employee . For purposes of this Article 10 (and any other provision of the Plan that expressly refers to a Former Highly Compensated Employee), a “Former Highly Compensated Employee” means, with respect to any Plan Year (for purposes of this Section 10.4, the “subject Plan Year”), any person (a) who is a former Employee at the start of the subject Plan Year (or who, while an Employee at the start of such year, performs no services for any Affiliated Employer during such year by reason of being on a leave of absence or for some other reason), (b) who had a separation year prior to the subject Plan Year, and (c) who was a Highly Compensated Employee for the person's separation year or any other Plan Year which ended on or after the person's 55th birthday. Except as otherwise provided in final regulations issued under section 414(q) of the Code, a person's separation year refers to the Plan Year in which the person ceased to be an Employee. For purposes of this rule, an Employee who performs no services for the Affiliated Employers during the subject Plan Year shall be treated as having ceased to be an Employee in the Plan Year in which such Employee last performed services for the Affiliated Employers.

10.5      Highly Compensated Employee . For purposes of this Article 10 (and any other provision of the Plan that expressly refers to a Highly Compensated Employee), a “Highly Compensated Employee” means, with respect to any Plan Year (for purposes of this Section 10.5, the “subject Plan Year”), any person who is an Employee during at least part of the subject Plan

56

Exhibit 10.14

Year and (a) was at any time a 5% owner (as defined in section 416(i)(1) of the Code) of any Affiliated Employer during the subject Plan Year or the immediately preceding Plan Year (for purposes of this Section 10.5, the “look-back Plan Year”) or (b) received Compensation in excess of $85,000 in the look-back Plan Year. The $85,000 amount set forth above shall be adjusted for each Plan Year that begins after December 31, 2001 in accordance with the adjustment to such amount made by the Secretary of the Treasury or his delegate under section 414(q)(1) of the Code.


57

Exhibit 10.14

ARTICLE 11

ADDITIONAL RETIREMENT AND DEATH
BENEFIT PAYMENT PROVISIONS

11.1      Incompetency . Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally or legally competent and of age until the date on which the Committee receives written notice that such person is incompetent or a minor for whom a guardian or other person legally vested with the care of his person or estate has been appointed. If the Committee finds that any person to whom a benefit is payable under the Plan is unable to care for his affairs because he is incompetent or is a minor, any payment due (unless a prior claim therefor has been made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, a brother, or a sister of such person or to any person or institution deemed by the Committee to have incurred expense for such person. If a guardian of the estate of any person receiving or claiming benefits under the Plan is appointed by a court of competent jurisdiction, benefit payments may be made to such guardian provided that proper proof of appointment and continuing qualification is furnished in a form and manner acceptable to the Committee. Any payment made pursuant to this Section 11.1 shall be a complete discharge of liability therefor under the Plan.

11.2      Commercial Annuity Contracts . Notwithstanding any other provision of the Plan to the contrary, in its sole discretion, the Committee may elect to distribute a retirement or death benefit by the purchase and delivery to the applicable Participant (or beneficiary) of a commercial annuity contract from an insurance company. In such an event, delivery to and acceptance by such Participant (or beneficiary) of such contract shall be in complete satisfaction of any claim the Participant (or beneficiary) or any person claiming by or through such Participant (or beneficiary) may have for benefits under this Plan. The use of an annuity contract shall not itself cause any optional benefit form otherwise available to the Participant (or, if a death benefit is involved, his beneficiary) under the Plan to be eliminated, however.

11.3      Timing of Benefit Distributions .

11.3.1      For purposes of the Plan, each benefit payment under the Plan shall be made “as of” a certain date specified in an appropriate section of the Plan, which means that the amount of the payment shall be determined as of such date (or, if determined to be appropriate for administrative purposes by the Committee, as of the first day of the first month that begins on or after such date) and the actual payment shall be made on or as soon as practical after such date (to allow the Plan time to ascertain the applicable person's entitlement to a benefit and the amount of such benefit and to process and payout such benefit). Further, the date “as of” which a benefit commences to be paid to a person under the Plan may sometimes be called such benefit's “commencement date,” “benefit commencement date,” or “payment date” in the other provisions of this Plan. Any of such terms refer to the date as of which the applicable benefit commences (or, when the benefit is paid in a single sum, is paid).


58

Exhibit 10.14

11.3.2      Notwithstanding any other provision of the Plan to the contrary, the commencement date of any benefit that is payable to a Participant (or his beneficiary under the Plan) shall be set by the Committee pursuant to the terms of the other provisions of the Plan so that such commencement date represents:
(a)      when the benefit is paid in the form of an annuity, the first day of the first period for which an amount is paid under the annuity form; or
(b)      when the benefit is paid in the form of a single sum payment, the first day on which all events have occurred (including, if applicable, the Participant's or beneficiary's election of such benefit form, the end of any period in which he is given under the Plan's administrative processes to revoke such election, and the Participant's severance from employment when the Participant has not yet reached his Required Commencement Date) which entitle the Participant (or, if applicable, his beneficiary) to such benefit.
In no event may any date be determined under paragraph (b) above to be the commencement date of a Participant's benefit when such benefit is paid in the form of a single sum payment unless such date could have been the commencement date of the Participant's benefit had it been paid in the form of a Qualified Joint and Survivor Annuity (or, if the Participant is not married as of such date, a Single Life Annuity) had all Participant elections and spousal consents, when applicable, been made on a timely basis.
11.3.3      If a person entitled to a benefit hereunder dies subsequent to the date as of which such payment was to have been made but, because of administrative reasons, prior to the actual payment thereof, such benefit shall be paid to the person's beneficiary who is appropriate to such benefit under the provisions of the Plan (or, if no such beneficiary exists, to his estate).

11.3.4      If, notwithstanding any of the foregoing provisions of this Section 11.3, a Participant (or person claiming through him) who is entitled to a benefit hereunder cannot reasonably be located, then such benefit shall thereupon be deemed forfeited. If, however, the lost Participant (or person claiming through him) thereafter makes a claim for the amount previously forfeited hereunder, such benefit shall be paid or commence, with any unpaid installments thereof which otherwise would have previously been paid also being paid (but without any interest credited on such unpaid installments), as soon as administratively possible.

11.4      Nonalienation of Benefits . To the extent permitted by law and except as provided in the immediately following sentence or in Treasury Regulations section 1.401(a)-13, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, whether voluntary or involuntary, nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit. The Committee shall, however, adopt procedures as necessary so as to allow benefits to be assigned in connection with qualified domestic relations orders (as defined in and in accordance with the provisions of section 206(d)(3) of ERISA and section 414(p) of the Code).

11.5      Actuarial Assumptions . This Section 11.5 provides certain rules that involve actuarial assumptions or factors used under other provisions of the Plan.


59

Exhibit 10.14

11.5.1      Under this Plan, except as is otherwise provided in this Plan, any reference to actuarial equivalent, actuarially equivalent, or actuarial equivalence means equality in value of the aggregate amounts of a benefit when determined to be received under different forms at the same time, the same form at different times, or different forms at different times, as the case may be, in accordance with actuarial assumptions or factors set forth in the Plan.

11.5.2      When the commencement date of any benefit under the Plan occurs prior to January 1, 2008, the “applicable interest rate” and the “applicable mortality assumption” that apply to such benefit (and that may be referred to in any other provision of the Plan) shall be deemed to be the GATT applicable interest rate and the GATT applicable mortality assumption that apply to such benefit under the following paragraphs of this Subsection 11.5.2.
(a)      For purposes hereof, the “GATT applicable interest rate” that applies to such benefit shall be deemed to mean the annual interest rate on 30-year Treasury securities for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the applicable benefit's commencement date occurs and as such rate is published (in a Revenue Ruling, Notice, or other written form) by the Internal Revenue Service under section 417(e)(3) of the Code.
(b)      For purposes hereof, the “GATT applicable mortality assumption” that applies to such benefit shall be deemed to mean an appropriate mortality assumption based on the mortality table prescribed by the Internal Revenue Service under Code section 417(e)(3) to apply as of the commencement date of the applicable benefit (which table shall be based on the prevailing commissioners' standard table described in Code section 807(d)(5)(A) and used to determine reserves for group annuity contracts, without regard to any other subparagraph of section 807(d)(5) of the Code). In accordance with the immediately preceding sentence: (i) the GATT applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs on or after December 31, 2002 and prior to January 1, 2008 shall be determined under the mortality table prescribed by the Internal Revenue Service in Revenue Ruling 2001-62; and (ii) the GATT applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs prior to December 31, 2002 shall be determined under the mortality table prescribed by the Internal Revenue Service in Revenue Ruling 95-6.
11.5.3      When the commencement date of any benefit under the Plan occurs on or after January 1, 2008, the “applicable interest rate” and the “applicable mortality assumption” that apply to such benefit (and that may be referred to in any other provision of the Plan) shall be deemed to be the PPA applicable interest rate and the PPA applicable mortality assumption that apply to such benefit under the following paragraphs of this Subsection 11.5.3.
(a)      For purposes hereof, the “PPA applicable interest rate” that applies to such benefit shall be deemed to mean the adjusted first, second, and third segment rates (as such terms are defined in Code section 417(e)(3)(D)) applied under rules similar to the rules of Code section 430(h)(2)(C) for the fifth calendar month which precedes the first calendar month included in the Plan Year in which the applicable benefit's commencement date occurs and as such rate is published (in a Revenue Ruling, Notice, or other written form) by the Internal Revenue Service under section 417(e)(3) of the Code.
(b)      For purposes hereof, the “PPA applicable mortality assumption” that

60

Exhibit 10.14

applies to such benefit shall be deemed to mean an appropriate mortality assumption determined under the mortality table published by the Internal Revenue Service under Code section 417(e)(3) for the Plan Year in which occurs the date as of which the applicable benefit is paid. In accordance with the immediately preceding sentence:
(i)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the Plan Year beginning in 2008 (but no later Plan Year) shall be determined under the 2008 Applicable Mortality Table as published by the Internal Revenue Service in the appendix to Revenue Ruling 2007-67;
(ii)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in the Plan Year beginning in 2009, 2010, 2011, 2012, or 2013 (but no later Plan Year) shall be determined under the column labeled “Unisex” of the applicable mortality tables that apply to the specific Plan Year (the Plan Year beginning in 2009, 2010, 2011, 2012, or 2013) in which such commencement date occurs as such tables are published in the appendix to the Internal Revenue Service's Notice 2008-85; and
(iii)      the applicable mortality assumption for any applicable Plan benefit with a commencement date that occurs in a Plan Year later than the Plan Year beginning in 2013 shall be determined under the applicable mortality table published (in a revenue ruling, notice, or other written form) by the Internal Revenue Service under Code section 417(e)(3) for such later Plan Year.
11.5.4      Except to the extent otherwise permitted by applicable law, Treasury regulations, or Revenue Rulings, Notices, or other written guidance of the Internal Revenue Service, if the Plan is amended to change any of the actuarial assumptions or factors used in the Plan to determine actuarial equivalence, then the monthly or lump sum amount or value of any Plan benefit (that is payable in any form, and commences as of any date, permitted under the Plan) which is applicable to a Participant who is a Participant in the Plan on the effective date of the amendment and the monthly or lump sum amount or value of which is determined in part by using the Plan's actuarial assumptions or factors shall be determined in accordance with the provisions of the Plan in effect as of the date the benefit is to commence or be paid; except that the monthly or lump sum amount or value of such benefit shall not in any event be deemed to be less than would apply if both: (a) such benefit were determined as if the applicable Participant had permanently ceased to be an Employee no later than as of the day next preceding the effective date of the amendment (and thus as if no service or compensation of the Participant were completed or received by him after such date); and (b) instead of and in substitution for the Plan's actuarial assumptions or factors in effect as of the date the benefit is to commence or be paid, the actuarial assumptions or factors used in the Plan with respect to the determination of the monthly or lump sum amount or value of such benefit were the Plan's actuarial assumptions or factors which were in effect as of the day next preceding the effective date of the amendment. In accordance with Internal Revenue Service guidance (including guidance set forth in Treasury Regulations section 1.417(e)-1(d)(10) and Revenue Ruling 2007-67), however, the provisions of this Subsection 11.5.4 shall not apply to any changes that are made by the provisions of Subsections 11.5.2 and 11.5.3 above with respect to the actuarial assumptions used to determine the “applicable interest rate” and the “applicable mortality assumption” that apply to any Plan benefit based on the commencement date of such benefit.
    

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Exhibit 10.14

11.6      Applicable Benefit Provisions .

11.6.1      Subject to Sections 7.6 through 7.8 above, any retirement benefit to which a Participant becomes entitled (or any death benefit to which such Participant's spouse or other beneficiary becomes entitled) shall be determined on the basis of the provisions of the Plan in effect as of the earlier of the date the Participant last ceases to be an Employee or his Required Beginning Date notwithstanding any amendment to the Plan adopted subsequent to such date, except for subsequent amendments which are by their specific terms made applicable to such Participant (or his spouse or other beneficiary).

11.6.2      In addition, except as is otherwise specifically provided in this Plan, the provisions of this Plan only apply to persons who become Participants in this Plan under Article 4 above on or after the Effective Amendment Date and to benefits which have not begun to be paid prior to the Effective Amendment Date. However, any person who was a participant in the Plan prior to the Effective Amendment Date and, while never becoming a Participant in this Plan under Article 4 above on or after the Effective Amendment Date, still had a nonforfeitable right to an unpaid benefit under the Plan as of the date immediately preceding the Effective Amendment Date shall be considered a participant in this Plan to the extent of his interest in such benefit. The amount of such benefit, the form in which such benefit is to be paid, and the conditions (if any) which may cause such benefit not to be paid shall, except as is otherwise specifically provided by the provisions of this Plan, be determined solely by the provisions of the Plan in effect at the time he ceased to be an Employee and any subsequent Plan amendments that both became effective before the Effective Amendment Date and applied by their terms to him.

11.7      Forfeitures .

11.7.1      A Participant who ceases to be an Employee when he is not yet a Vested Participant shall be deemed to have received a complete distribution of the portion of his Plan benefit which he is entitled to receive as a retirement benefit under the Plan (which portion is zero dollars) and hence, under the principles of Code section 411 and regulations issued thereunder, shall forfeit his Plan benefit as of the date he ceases to be an Employee.

11.7.2      If a Participant who forfeits the entire portion of his Plan benefit under Subsection 11.7.1 above is rehired by an Affiliated Employer as an Employee by the end of the date he incurs five consecutive Breaks in Service commencing after his prior ceasing to be an Employee, then his previously forfeited nonvested benefit shall be restored to his credit under the Plan.

11.8      Direct Rollover Distributions .

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Section 11.8, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution otherwise payable to him paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

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Exhibit 10.14

11.8.1      For purposes of this Section 11.8, the following terms shall have the meanings indicated in the following paragraphs of this Subsection 11.8.1.
(a)      An “eligible rollover distribution” means, with respect to any distributee, any distribution of all or any portion of the entire benefit otherwise payable under the Plan to the distributee, except that an eligible rollover distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required to be made under section 401(a)(9) of the Code; or (iii) any other distribution that is not permitted to be directly rolled over to an eligible retirement plan under regulations of the Secretary of the Treasury or his delegate. For purposes of this paragraph (a), a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income; however, such portion may be paid only to: an eligible retirement plan that is described in clause (i), (ii), or (iii) of paragraph (b) below; or in a direct rollover to an eligible retirement plan that is described in clause (v) (or, effective for any distribution made on or after January 1, 2007, clause (vii)) of paragraph (b) below that agrees to separately account for amounts so transferred (and, effective for any distribution made on or after January 1, 2007, earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.
(b)      An “eligible retirement plan” means, with respect to any distributee's eligible rollover distribution, any of the following accounts, annuities, plans, or contracts that accepts the distributee's eligible rollover distribution: (i) an individual retirement account described in section 408(a) of the Code; (ii) an individual retirement annuity described in section 408(b) of the Code; (iii) effective for any distribution made on or after January 1, 2008, a Roth IRA (as defined in Code section 408A), but, if the eligible rollover distribution is made prior to January 1, 2010, only if the distributee meets the conditions applicable to making a qualified rollover distribution to a Roth IRA that are set forth in Code section 408(c)(3)(B); (iv) an annuity plan described in section 403(a) of the Code; (v) an annuity contract described in section 403(b) of the Code; (vi) an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; or (vii) a qualified trust described in section 401(a) of the Code. This definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in section 206(d)(3) of ERISA and section 414(p) of the Code.
(c)      A “distributee” means a Participant. In addition, a Participant's surviving spouse, or a Participant's spouse or former spouse who is the alternate payee under a qualified domestic relations order (as defined in section 206(d)(3) of ERISA and section 414(p) of the Code), is a distributee with regard to any interest of the Participant which becomes payable under the Plan to such spouse or former spouse.
(d)      A “direct rollover” means, with respect to any distributee, a payment by the Plan to an eligible retirement plan specified by the distributee.

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Exhibit 10.14

11.8.2      As a special rule and notwithstanding any other provision of this Section 11.8 to the contrary, if a person who is a designated beneficiary (as defined in Code section 401(a)(9)(E) and including, to the extent provided in rules prescribed by the Secretary of the Treasury or his delegate, a trust established for the benefit of one or more designated beneficiaries) of a deceased Participant and who is not the Participant's surviving spouse is entitled under the Plan to receive after December 31, 2009 (and, to the extent permitted under nondiscriminatory rules adopted by the Committee and in effect during all or a part of the period between January 1, 2007 and December 31, 2009, to receive in the period between January 1, 2007 and December 31, 2009 when such rules are in effect) a Plan distribution that would be an eligible rollover distribution were such person a distributee, such person may elect to have all or a part of the distribution directly rolled over by the Plan to an inherited individual retirement account or annuity (within the meaning of Code section 408(d)(3)(C)(ii) and any related provisions of the Code) to the extent permitted by and subject to the provisions of section 402(c)(11) of the Code. However any direct rollover that is made prior to January 1, 2010 pursuant to the provisions of this Subsection 11.8.2 shall not be considered a direct rollover of an eligible rollover distribution for purposes of any withholding or notice requirements that normally apply under the Code to direct rollovers of eligible rollover distributions.
11.8.3      The Committee may prescribe reasonable rules in order to provide for the Plan to meet the provisions of this Section 11.8 and all rules of the Code that apply to direct rollovers of eligible rollover distributions. Any such rules shall comply with the provisions of Code section 401(a)(31) and any applicable Treasury regulations which are issued with respect to the direct rollover requirements. For example, subject to meeting the provisions of Code section 401(a)(31) and applicable Treasury regulations, the Committee may: (a) prescribe the specific manner in which a direct rollover shall be made by the Plan, whether by wire transfer to the eligible retirement plan, by mailing a check to the eligible retirement plan, by providing the distributee a check made payable to the eligible retirement plan and directing the distributee to deliver the check to the eligible retirement plan, and/or by some other method; (b) prohibit any direct rollover of any eligible rollover distributions payable during a calendar year to a distributee when the total of such distributions is less than $200; and/or (c) refuse to make a direct rollover of an eligible rollover distribution to more than one eligible retirement plan.


64

Exhibit 10.14

ARTICLE 12

CONTRIBUTIONS

12.1      Contributions .

12.1.1      The Company has established a trust, referred to herein as the “Trust,” to serve as the funding media for the Plan, and the Trust is hereby incorporated by reference into and made a part of the Plan.

12.1.2      Subject to any applicable collective bargaining requirements under applicable law, any contribution to provide the benefits under the Plan shall be made by the Participating Companies at such times and in such amounts as the Participating Companies may determine and be paid to the Trust. In general, the Participating Companies intend to meet at least minimum funding requirements of section 412 of the Code, but, except to the extent otherwise required by applicable law or any collective bargaining requirements under applicable law, in no manner are the Participating Companies obligated to make further contributions to the Plan after the termination of the Plan or at any particular time during the period the Plan is in existence.

12.1.3      Further, subject to the minimum funding requirements of section 412 of the Code or any collective bargaining requirements under applicable law, contributions of the Participating Companies shall be conditioned on their deductibility under section 404(a)(1) of the Code for the tax year in which they are paid to the Trust (or are deemed to be paid to the Trust pursuant to the provisions of section 404(a)(6) of the Code).

12.1.4      No contributions shall be required or permitted of Participants. (Notwithstanding the foregoing, any bequest to the Plan made under the last will and testament or a trust of a Participant, a former Participant, or any other individual shall not constitute a “contribution” for any purposes of the Plan and thus may be accepted by the Plan, provided (a) that none of the Affiliated Employers, the Committee, or any agents of or parties related to any of them have pressured, coerced, or solicited such bequest, (b) that there is no obligation whatsoever imposed on the Plan, the Affiliated Employers, the Committee, or any agents of or parties related to any of them by reason of such bequest, and (c) that such bequest does not constitute a prohibited transaction under Code section 4975 or section 406 of ERISA.)
12.1.5      Forfeitures arising under the Plan shall only be used to reduce Participating Company contributions otherwise payable hereunder.

12.2      Mistake of Fact . Participating Company contributions made upon the basis of a mistaken factual assumption shall be repaid by the Trustee of the Trust to the appropriate Participating Companies, upon receipt by such Trustee, within one year from the date of such contributions, of a certificate of the Participating Companies describing such mistaken factual assumption and requesting the return of such contributions.

12.3      Disallowance of Deductions . Unless not permitted by reason of the minimum funding requirements of section 412 of the Code or any applicable collective bargaining requirements under applicable law, any Participating Company contributions which are determined by the Internal Revenue Service or by final judgment of a court of competent jurisdiction not to be deductible expenses under section 404(a)(1) of the Code for the tax year in which they are paid to

65

Exhibit 10.14

the Trust (or are deemed to be paid to the Trust pursuant to the provisions of section 404(a)(6) of the Code) shall be repaid by the Trustee of the Trust to the appropriate Participating Companies, upon receipt by such Trustee of evidence of such determination, and a request of the Participating Companies requesting such repayment, within one year from the date of such determination or final judgment, as the case may be.


66

Exhibit 10.14

ARTICLE 13

ADMINISTRATION OF THE PLAN

13.1      Plan Administration . The Company shall be the Plan's administrator (as that term is defined in ERISA), but, except as is otherwise noted elsewhere in this Article 13, the general administration of the Plan and the responsibility for carrying out its provisions shall be placed by the Company in a committee of not less than three persons who are appointed by and serve at the pleasure of the Company and which committee is named the Employees' Benefit Committee of the Company, referred to herein as the “Committee.”

13.2      Committee Procedures . The Committee may elect such officers as it deems necessary. The Committee shall hold meetings upon such notice, at such place or places, and at such time or times as its members may from time to time determine. The Committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs, and the provisions of any such bylaws or regulations shall apply under this Plan to the extent they are not inconsistent with the terms of this Plan.

13.3      Authority of Committee . The Committee shall be a named fiduciary of the Plan, and, except as is otherwise noted elsewhere in this Article 13, shall have authority to control and manage the operation and administration of the Plan.

13.3.1      The Committee shall have all powers and discretion necessary to exercise its authority and discharge its responsibilities, including, but not by way of limitation, the full power and discretion:

(a)      to construe and interpret the Plan and determine all questions relating to the eligibility of Employees to become Participants;

(b)      to maintain all necessary records for the administration of the Plan other than those maintained by the Trustee of the Trust;

(c)      to compute and certify to the Trustee of the Trust the amount and kind of benefits payable to Participants and their beneficiaries;

(d)      to authorize all disbursements by the Trustee from the Trust;

(e)      to make and publish rules for the administration of the Plan and the transaction of its business;

(f)      to employ one or more persons to render advice with regard to any responsibility to be discharged by any person under the Plan;

(g)      to prescribe procedures to be followed by Participants or their beneficiaries in obtaining benefits;

(h)      to receive from the Participating Companies and from Employees such information and prescribe the use of such forms as shall be necessary for the proper administration of the Plan;


67

Exhibit 10.14

(i)      to prepare and distribute, in such manner as the Committee determines to be appropriate, information explaining the Plan;

(j)      to delegate to one or more of the members of the Committee the right to act in its behalf in any or all matters connected with the administration of the Plan;

(k)      to receive and review reports of the financial condition and of the receipts and disbursements of the Trust from the Trustee;

(l)      to delegate any duty or power assigned to the Committee under the provisions of the Plan or the Trust (except duties provided in the Trust for the management or control of the assets of the Plan) to such person or persons as the Committee may choose, and to designate one or more of such persons as a named fiduciary (as such term is defined in ERISA) for purposes of the Plan. To the extent any such duty or power is so delegated, the person or persons to whom such duty or power is delegated may take actions that are within his or their scope of authority with the same force and effect as if the Committee had acted directly;

(m)      to appoint or employ for the Plan agents it deems advisable, including, but not limited to, legal and actuarial counsel, to assist the Committee in discharging its duties hereunder, and to dismiss any such agents and engage another at any time; and

(n)      to correct, by any reasonable method determined by the Committee, any errors in the administration or application of the Plan (or any delays in distributing benefits beyond a reasonable period) which it discovers, however arising and notwithstanding any other provision of the Plan to the contrary, and, as far as possible, adjust any benefit payments accordingly, provided only that the correction methods used by the Committee are not inconsistent with any revenue procedures or other guidance issued by the Internal Revenue Service or the U.S. Department of Labor as to the manner in which corrections of errors under employee benefit plans may be made. For example, the Committee may, when any single sum payment of a benefit is made after the date which is such benefit's payment date under the other provisions of the Plan, add interest to the amount of such benefit payment (in order to reflect any administrative delay in making the payment) at a rate of 3-1/2% per annum (or such other rate as is determined by the Committee). Because of the much lesser percentage of a benefit that is encompassed by a monthly annuity payment, no interest will be credited for an administrative delay in making a monthly annuity payment (unless otherwise determined by the Committee based on special facts and circumstances).

13.3.2      Notwithstanding the foregoing provisions of this Section 13.3, if the Committee cannot reasonably and economically determine or verify, with respect to any Employee or a class of Employees, service, compensation, date of hire, date of termination, or any other pertinent factor in the administration of the Plan, the Committee shall adopt, with respect to such Employee or class of Employees, reasonable and uniform assumptions regarding the determination of such factor or factors, provided that no such assumption shall (a) discriminate in favor of Highly Compensated Employees, (b) reduce or eliminate a protected benefit (within the meaning of Treasury Regulations section 1.411(d)-4), or (c) operate to the disadvantage of such Employee or class of Employees.

13.3.3      Unless otherwise provided in the Trust, the Committee may also establish guidelines with respect to the investment of all funds held by the Trustee under the Trust, direct

68

Exhibit 10.14

investments of all or part of such funds, and/or appoint investment managers to direct investments of all or part of such funds.

13.3.4      For purposes hereof, any party which has been authorized by the Plan or under a procedure authorized under the Plan to perform fiduciary and/or nonfiduciary administrative duties hereunder, whether such party is the Committee, the Company, an agent appointed or permitted by the Committee to carry out its duties, or otherwise, shall, when properly acting within the scope of his authority, sometimes be referred to in the Plan as a “Plan representative.”

13.4      Reliance on Information and Effect of Decisions . When making a determination or calculation with respect to the Plan, the Committee shall be entitled to rely upon information furnished by any Participant, any beneficiary, any Participating Company, legal counsel of any Participating Company, an enrolled actuary appointed or employed by the Company or the Committee, the Trustee of the Trust, or an investment manager appointed under the Trust. The determination of the Committee as to the interpretation of the provisions of the Plan or any disputed questions shall be conclusive, subject only to applicable law and the provisions of Article 14 below for review of a decision denying a claim.

13.5      Appointment of Actuary . The Company or the Committee shall appoint an actuary to make all actuarial computations required in the operation and administration of the Plan and may dismiss the actuary and engage another at any time.

13.6      Funding Policy and Method . Pursuant to ERISA, the Committee from time to time shall establish a funding policy and method for carrying out the objectives of the Plan which is consistent with the requirements of the Plan and applicable law. In this connection, the Committee shall consider the Plan's short and long term financial needs. In addition, the Committee shall allocate the contributions and other costs of this Plan that are required to be paid by the Participating Companies under the other provisions of this Plan among each Participating Company using any reasonable allocation methods adopted by the Committee. In general, such allocation methods shall be designed so that each Participating Company pays to the extent practical the contributions and other Plan costs that are attributable to its own Employees.

13.7      Participant Information Forms . At the discretion of the Committee, at any time an Employee may be furnished with a form or forms which shall be executed by him and returned to the Committee setting forth such information as the Committee deems necessary to the administration of the Plan. In addition, a Participant must keep current with the Plan his address and the address of his spouse or other beneficiary, if any, and any spouse or other beneficiary entitled to a future benefit under this Plan must continue to keep current the spouse's or beneficiary's address after the Participant's death. All benefits payable under this Plan may be based on the latest address and information provided to the Committee by the Participant or his spouse or beneficiary.

13.8      Disbursement of Funds. The Committee shall determine the manner in which the funds of the Plan shall be disbursed, including the form of any voucher or warrant to be used in making disbursements, and the due qualification of persons authorized to approve and sign the same, but subject to the provisions of the Trust.

    



69

Exhibit 10.14

13.9      Insurance . The Participating Companies (but not the Plan) may, in their discretion, obtain, pay for, and keep current a policy or policies of insurance insuring the Committee members, the members of the Board, the members of the Review Committee (as described in Section 13.12 below), and other persons to whom any fiduciary responsibility with respect to the administration of the Plan is delegated, against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of their duties, responsibilities, and obligations under the Plan and any applicable Federal or state law.

13.10      Compensation of Committee and Payment of Plan Administrative and Investment Charges . Unless otherwise determined by the Company, the members of the Committee (and the members of the Review Committee, as described in Section 13.12 below) shall serve without compensation for their services as such. All expenses of the administration and investment of the Plan (excluding brokerage fees, expenses related to securities transactions, and any taxes on the assets held in the Trust Fund, which expenses shall only be payable out of the Trust Fund), including, without limitation, premiums due the Pension Benefit Guaranty Corporation and the fees and charges of the Trustee, any investment manager or other financial advisor, any actuary, any attorney, any accountant, any specialist, or any other person employed by the Committee or the Company in the administration of the Plan, shall be paid out of the Trust Fund (or, if the Participating Companies so elect, by the Participating Companies directly). In this regard, the Plan administrative and investment expenses which shall be paid out of the Trust Fund (unless the Participating Companies elect to pay them directly) shall also include compensation payable to any employees of the Affiliated Employers who perform administrative or investment services for the Plan to the extent such compensation would not have been sustained had such services not been provided, to the extent such compensation can be fairly allocated to such services, to the extent such compensation does not represent an allocable portion of overhead costs or compensation for performing “settlor” functions (such as services incurred in establishing or designing the Plan), and to the extent such compensation does not fail for some other reason to constitute a “direct expense” within the meaning of U.S. Department of Labor Regulations section 2550.408c-2(b)(3).

13.11      Indemnification . The Participating Companies shall indemnify each member of the Committee, the Review Committee (as described in Section 13.12 below), and the Board for all expenses and liabilities (including reasonable attorneys' fees) arising out of the administration of the Plan, other than any expenses or liabilities resulting from the member's own willful misconduct or lack of good faith.

13.12      Employees' Benefit Claim Review Committee . While the Committee generally handles all administrative matters involving the Plan, it shall not review or decide any appeal claims made by Participants whose initial claims for benefits or other relief have been denied, in whole or in part, by the Committee (or any delegate of the Committee). Instead, the Company shall appoint an Employees' Benefit Claim Review Committee (for purposes of this Section 13.12 and Article 14 below, the “Review Committee”), consisting of one or more persons who are not members of the Committee. The Review Committee shall serve as the final review committee, under the Plan and ERISA, for the review of all appeal claims by Participants whose initial claims for benefits have been denied, in whole or part, by the Committee (or any delegate of the Committee). Such appeal review duties are described in Article 14 below. Further, the provisions of Section 13.2 above shall apply to the Review Committee in the same manner as if the Review Committee were the Committee.


70

Exhibit 10.14

ARTICLE 14

CLAIM AND APPEAL PROCEDURES
14.1      Initial Claim . In general, benefits due under this Plan shall be paid only if the applicable Participant or beneficiary of a deceased Participant files a notice with the Committee electing to receive such benefits, except to the extent otherwise required under the Plan. Further, if a Participant (or a person claiming through a Participant) has a dispute as to the failure of the Plan to pay or provide a benefit, as to the amount of benefit paid, or as to any other matter involving the Plan, the Participant (or such person) may file a claim for the benefit or relief believed by the Participant (or such person) to be due. Such claim must be provided by written notice to the Committee or any other person designated by the Committee for this purpose. Any claim made pursuant to this Section 14.1 shall be decided by the Committee (or any other person or committee designated by the Committee to perform this review on behalf of the Committee).
14.2      Actions in Event Initial Claim is Denied .
14.2.1      If a claim made pursuant to Section 14.1 above is denied, in whole or in part, notice of the denial in writing shall be furnished by the Committee (or any other person or committee designated by the Committee to decide the claim on behalf of the Committee) to the claimant within 90 days (or, if a Participant's disability is material to the claim, 45 days) after receipt of the claim by the Committee (or such other designated person or committee); except that if special circumstances require an extension of time for processing the claim, the period in which the Committee (or such other designated person or committee) is to furnish the claimant written notice of the denial shall be extended for up to an additional 90 days (or, if a Participant's disability is material to the claim, 30 days) and the Committee (or such other designated person or committee) shall provide the claimant within the initial 90-day period (or, if applicable, 45-day period) a written notice indicating the reasons for the extension and the date by which the Committee (or such other designated person or committee) expects to render the final decision).
14.2.2      The final notice of denial shall be written in a manner designed to be understood by the claimant and set forth: (a) the specific reasons for the denial, (b) specific reference to pertinent Plan provisions on which the denial is based, (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (d) information as to the steps to be taken if the claimant wishes to appeal such denial of his claim (including the time limits applicable to making a request for an appeal and, if the claim involves a claim for benefits, a statement of the claimant's right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on appeal).
14.3      Appeal of Denial of Initial Claim . Any claimant who has a claim denied under Sections 14.1 and 14.2 above may appeal the denied claim to the Review Committee (as defined in Section 13.12 above) or any other person or committee designated by the Review Committee to perform this review on behalf of the Review Committee. But, if a Participant's disability is material to the denied claim, the Review Committee shall make sure that the persons reviewing and deciding the appeal of the denied claim may not include any person who made the decision on the initial claim or his subordinate.

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Exhibit 10.14

14.3.1      An appeal must, in order to be considered, be filed by written notice to the Review Committee (or such other designated person or committee) within 60 days (or, if a Participant's disability is material to the claim, 180 days) of the receipt by the claimant of a written notice of the denial of his initial claim, unless it was not reasonably possible for the claimant to make such appeal within such period, in which case the claimant must file his appeal within 60 days (or, if a Participant's disability is material to the claim, 180 days) after the time it becomes reasonable for him so to file an appeal.
14.3.2      If any appeal is filed in accordance with such rules, the claimant (a) shall be given, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim and (b) shall be provided the opportunity to submit written comments, documents, records, and other information relating to the claim. A formal hearing may be allowed in its discretion by the Review Committee (or such other person or committee) but is not required.
14.4      Decision on Appeal .      Upon any appeal of a denied claim made pursuant to Section 14.3 above, the Review Committee (or such other person or committee with authority to decide the appeal) shall provide a full and fair review of the subject claim, taking into account all comments, documents, records, and other information submitted by the claimant (without regard to whether such information was submitted or considered in the initial benefit determination of the claim), and decide the appeal within 60 days (or, if a Participant's disability is material to the claim, 45 days) after the filing of the appeal; except that if special circumstances require an extension of time for processing the appeal, the period in which the appeal is to be decided shall be extended for up to an additional 60 days (or, if a Participant's disability is material to the claim, 45 days) and the party deciding the appeal shall provide the claimant written notice of the extension prior to the end of the initial 60-day period (or, if applicable, 45-day period). However, if the decision on the appeal is extended due to the claimant's failure to submit information necessary to decide the appeal, the period for making the decision on the appeal shall be tolled from the date on which the notification of the extension is sent until the date on which the claimant responds to the request for additional information.
14.4.1      The decision on appeal shall be set forth in a writing designed to be understood by the claimant, specify the reasons for the decision and references to pertinent Plan provisions on which the decision is based, and contain statements that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim and, if the claim involves a claim for benefits, of the claimant's right to bring a civil action under section 502(a) of ERISA.
14.4.2      The decision on appeal shall be furnished to the claimant by the Review Committee (or such other person or committee with authority to decide the appeal) within the period described above that the Review Committee (or such other party) has to decide the appeal.
14.5      Additional Rules . A claimant may appoint a representative to act on his behalf in making or pursuing a claim or an appeal of a claim. Unless otherwise required by applicable law, a claimant must exhaust his claim and appeal rights provided under this Article 14 in order to be entitled to file a civil suit under section 502(a) of ERISA as to his claim. In addition, the Committee may prescribe additional rules which are consistent with the other provisions of this Article 14 in order to carry out the Plan's claim and appeal procedures.

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Exhibit 10.14

ARTICLE 15
CERTAIN RIGHTS AND OBLIGATIONS OF COMPANY RELATING
TO AMENDMENTS, PLAN TERMINATIONS, AND CONTRIBUTIONS

15.1      Authority to Amend Plan . Subject to any collective bargaining requirements under applicable law, the Company reserves the right, at any time, to modify and amend, in whole or in part, any or all of the provisions of the Plan.

15.1.1      It is provided, however, that no modification or amendment of the Plan shall decrease any Participant's Accrued Benefit. In addition, except as otherwise provided in regulations issued under section 411(d)(6) of the Code or allowed by the Internal Revenue Service in any submission made to it, no amendment to the Plan which eliminates or reduces, or otherwise imposes greater restrictions or conditions on the Participant's rights to, an early retirement benefit, retirement-type subsidy, or optional form of benefit shall be permitted with respect to any Participant who meets (either before or after the amendment) the pre-amendment conditions for such early retirement benefit, retirement-type subsidy, or optional form of benefit, to the extent such early retirement benefit, retirement-type subsidy, or optional form of benefit is based and calculated on the basis of the Participant's Plan benefit accrued to the date of such amendment (as if he had ceased to be an Employee no later than such date).

15.1.2      It is provided, further, that no modification or amendment of the Plan shall make it possible, at any time prior to the satisfaction of all liabilities with respect to the Participants, for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of such Participants (or their beneficiaries) or the payment of the costs or expenses of the Plan and the Trust.

15.1.3      Notwithstanding the foregoing restrictions on modifications or amendments of the Plan, however, any modification or amendment may be made to the Plan, even if retroactive in effect, if such modification or amendment is necessary to continue the qualification of the Plan under section 401(a) of the Code.

15.2      Amendment to Vesting Schedule .

15.2.1      Notwithstanding any other provision that applies to a Participant's benefits under the Plan hereof to the contrary, no Plan amendment may be adopted changing any vesting schedule that applies to a Participant's benefit under the Plan or affecting the computation of the nonforfeitable percentage of the Participant's benefits under the Plan unless the nonforfeitable percentage of the Participant's Plan benefits, as such benefits are determined as of the later of the date such amendment is adopted or the date such amendment becomes effective, will at all times not be less than such nonforfeitable percentage computed under the Plan without regard to such amendment.

15.2.2      In addition and also notwithstanding any other provision of the Plan to the contrary, if a Plan amendment is adopted which changes any vesting schedule that applies to a Participant's benefits under the Plan or if the Plan is amended in any way which directly or indirectly affects the computation of the nonforfeitable percentage of the Participant's Plan benefits, and if the Participant has completed at least three years of Vesting Service, then he may elect, within the election period, to have his nonforfeitable percentage computed under the Plan without regard to

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Exhibit 10.14

such amendment. For purposes hereof, the “election period” is a period which begins on the date the Plan amendment is adopted and ends on the date which is 60 days after the latest of the following days: (a) the day the Plan amendment is adopted; (b) the day the Plan amendment becomes effective; or (c) the day the Participant is issued a written notice of the Plan amendment by an Affiliated Employer or the Committee.

15.3      Authority to Terminate Plan . Subject to any collective bargaining requirements under applicable law, the Company shall have the right to partially or completely terminate the Plan at any time, subject to the provisions of Article 16 below.

15.4      Modification or Termination of Contributions . It is the intention of the Participating Companies to continue making contributions to the Plan regularly each Plan Year, but, subject to any collective bargaining requirements under applicable law, the Participating Companies may for any reason discontinue, suspend, or reduce below those deemed sufficient by the Committee its contributions to the Plan. If such discontinuance, suspension, or reduction of contributions constitutes, under all facts and circumstances, part of a complete or partial termination of the Plan, the resulting complete or partial termination of the Plan shall be subject to the provisions of Article 16 below.

15.5      Benefits Not Guaranteed . All contributions by the Participating Companies to the Plan are voluntary except to the extent required under this Plan or any collective bargaining requirements under applicable law. The Participating Companies do not guarantee any of the benefits of the Plan.

15.6      Procedure for Amending or Terminating Plan .

15.6.1      Section 15.3 above authorizes the Company to terminate the Plan (subject to any collective bargaining requirements under applicable law). The procedure for the Company to terminate this Plan is as follows. In order to terminate the Plan, the Board (or its Executive Committee) shall adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or its Executive Committee) or by a written consent in lieu of a meeting, to terminate the Plan. Such resolutions shall set forth therein the effective date of the Plan's termination. Such Board (or Executive Committee) resolutions shall be incorporated herein by reference and considered a part of the Plan.

15.6.2      Further, Section 15.1 above authorizes the Company to amend the Plan, subject to certain limitations set forth in Sections 15.1 and 15.2 above (and subject to any collective bargaining requirements under applicable law). The procedure for the Company to amend the Plan is as follows. Subject to Subsections 15.6.3 and 15.6.4 below, in order to amend the Plan, the Board (or its Executive Committee) shall adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or, if applicable, its Executive Committee) or by written consent in lieu of a meeting, to amend this Plan. Such resolutions shall either (a) set forth the express terms of the Plan amendment or (b) simply set forth the nature of the amendment and direct an officer of the Company to have prepared and to sign on behalf of the Company the formal amendment to the Plan. In the latter case, such officer shall have prepared and shall sign on behalf of the Company an amendment to the Plan which is in accordance with such resolutions.


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Exhibit 10.14

15.6.3      In addition to the procedure for amending the Plan set forth in Subsection 15.6.2 above, the Board (or its Executive Committee) may also adopt resolutions, pursuant and subject to the regulations of the Company and any applicable law, and either at a duly called meeting of the Board (or, if applicable, its Executive Committee) or by a written consent in lieu of a meeting, to delegate to any officer of the Company authority to amend the Plan. Such Board (or, if applicable, Executive Committee) resolutions shall be incorporated herein by reference and considered a part of the Plan. Such resolutions may either grant to such designated party broad authority to amend the Plan in any manner such designated party deems necessary or advisable, but subject to the limitations set forth in Sections 15.1 and 15.2 above, or may limit the scope of amendments such designated party may adopt, such as by limiting such amendments to matters related to the administration of the Plan or to changes requested by the Internal Revenue Service. In the event of any such delegation to amend the Plan, the party to whom authority is delegated may amend the Plan by having prepared and signing on behalf of the Company in accordance with such resolutions an amendment to the Plan which is within the scope of amendments which such party has authority to adopt. Also, any such delegation to amend the Plan may be terminated at any time by later resolution adopted by the Board (or its Executive Committee).

15.6.4      Further, and in addition to the procedures for amending the Plan set forth in Subsections 15.6.2 and 15.6.3 above, the Committee shall, for and on behalf of the Company in connection with the Company's position as the sponsor of the Plan, have the power to recommend to the Company any amendment to the Plan which the Committee believes is advisable, including but not limited to any amendment that is intended to improve the administration of the Plan, any amendment that is intended to further the purposes or understanding of the Plan, and any amendment that the Committee determines is necessary to maintain the tax-favored status of the Plan, but subject to the limitations set forth in Sections 15.1 and 15.2 above. When recommending any such amendment, the Committee shall not be acting in any fiduciary capacity with respect to the Plan but instead shall be acting solely as an agent and representative of the Company in its position as the sponsor of the Plan. Any amendment to the Plan that is recommended by the Committee shall become effective when (and shall not be effective unless and until) (a) it is consented to in writing by the Chief Executive Officer of the Company (or such other Company officer who is permitted to consent to such amendment by resolutions of the Board or the Board's Executive Committee) and (b) it is approved by resolutions adopted by the Board or the Board's Executive Committee (except that the approval by the Board or the Board's Executive Committee shall not be required in the case of any amendment that the Committee has determined is necessary to maintain the tax-qualified status of the Plan under section 401(a) of the Code or any amendment that the Committee determines will not have a material cost impact on the Participating Companies).

15.6.5      Finally, in the event of any right of parties other than the Board or its Executive Committee to amend the Plan that is delegated or provided them under Subsection 15.6.3 or 15.6.4 above, and even while such right remains in effect, the Board (and its Executive Committee) shall continue to retain its own right to amend the Plan pursuant to the procedure set forth in Subsection 15.6.2 above.

15.7      Preservation of Pre-January 1, 2002 Protected Benefits . This January 1, 2002 amendment and restatement of the Plan shall not, except to the extent permitted in regulations issued under section 411(d)(6) of the Code, reduce or eliminate any benefit of a Participant that as of December 31, 2001 was protected under Code section 411(d)(6), including the Participant's Accrued Benefit as in effect as of December 31, 2001 or any early retirement benefit, retirement-type subsidy,

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Exhibit 10.14

or optional form of benefit provided that the Participant met or meets (either before, on, or after January 1, 2002) the December 31, 2001 conditions for such benefit or subsidy and to the extent such benefit or subsidy is solely based and calculated on the basis of the Participant's Accrued Benefit, service, and/or other relevant factors determined as of the end of December 31, 2001.

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Exhibit 10.14

ARTICLE 16
TERMINATION OF PLAN

16.1      Vesting on Plan Termination .
16.1.1      Upon a complete or partial termination of the Plan, all interests of each Participant affected by the complete or partial termination in the benefits he has accrued under the Plan, as determined as of the date of complete or partial termination and to (and only to) the extent funded as of such date, shall become nonforfeitable. Notwithstanding any other provision herein to the contrary, no Participant (or person claiming through him) shall have any recourse towards satisfaction of his Plan benefits, if any, other than from the assets of the Plan (or the Pension Benefit Guaranty Corporation).

16.1.2      Any Participant who would not be entitled to any retirement benefit under the provisions of Article 6 above but for the provisions of Subsection 16.1.1 above, but who becomes entitled to a benefit because of such provisions, shall be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The provisions of Article 7 above (concerning, e.g. , the commencement date, form, and amount of payment), Article 8 above (concerning certain death benefits), Article 9 above (concerning certain “transition” and other benefits), Article 10 above (concerning maximum benefit limits and restrictions on benefits for highly paid participants), and Article 11 above (concerning certain miscellaneous benefit matters) shall apply to the payment of any retirement benefit payable under this Section 16.1 as if such retirement benefit was described in Article 6 above.

16.2      Special Rules as to Interest Rate and Mortality Table on Complete Plan Termination . If the Plan is completely terminated on or after January 1, 2008, then, notwithstanding any other provision of the Plan to the contrary, the subsections of this Section 16.2 shall apply to the Plan.

16.2.1      To the extent a Participant's Plan benefit is determined in relation to the Participant's Cash Balance Account, the interest rate and mortality table used on and after the date of the Plan's termination for purposes of determining the amount of any Plan benefit of the Participant that is payable in the form of an annuity commencing at or after the Participant's Normal Retirement Age shall be the interest rate and mortality table specified under the Plan for that purpose as of the Plan's termination date; except that, if the interest rate is a variable rate, then the interest rate for that purpose shall be determined pursuant to the rules set forth in Subsection 16.2.2 below.

16.2.2      If the interest crediting rate used under Section 5.4 above to determine a Participant's Cash Balance Account has been a variable rate during the interest crediting periods in the five-year period ending on the date of the Plan's termination (including any case in which the interest crediting rate was not the same fixed rate during all such periods), then the interest crediting rate used under Section 5.4 above to determine the Participant's Cash Balance Account after the date of the Plan's termination shall be equal to the arithmetric average of the interest crediting rates applied under Section 5.4 above during each interest crediting period for which the interest crediting date is within the five-year period ending on the Plan's termination date (with each rate adjusted to reflect the length of the interest crediting period and the average rate expressed as an annual rate).


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Exhibit 10.14

16.3      Distribution Method on Termination . Upon a complete termination of the Plan, the Committee shall determine, and direct the appropriate parties accordingly, from among the following methods, the method of discharging and satisfying all obligations under the Plan on behalf of Participants affected by the complete termination: (a) by the purchase of a group or individual retirement annuity or annuities from any insurance company selected by the Committee; (b) by the liquidation and distribution of the assets of the Plan; or (c) by any combination of such methods. Any distribution made by reason of the termination of the Plan shall continue to meet the provisions of the Plan concerning the form in which distributions from the Plan must be made, however.

16.4      Allocation of Assets on Termination . Under whatever method is chosen by the Committee to discharge and satisfy the obligations on behalf of affected Participants, upon the termination of the Plan the assets of the Plan shall be allocated among the Participants in the Plan on the basis of their then Plan benefits, in accordance with the following provisions.

16.4.1      Subject to Subsections 16.4.2 through 16.4.4 below, the assets of the Plan shall, in the event of the termination of the Plan, be allocated among the Participants in the Plan on the basis of their then Plan benefits, in the following order of priority classes until such assets are exhausted.

(a)      Priority Class 1 : First, equally to all benefits described in subparagraphs (i) and (ii) immediately below:

(i)      in the case of all benefits which are in pay status three years or more prior to the date of termination, to each such benefit as determined under the provisions of the Plan in effect during the five-year period ending on the date of termination under which such benefit would be the least in amount; and

(ii)      in the case of all benefits which would have been in pay status three years prior to the date of termination had the applicable Participants been retired or terminated in employment prior to the three-year period ending on the date of termination, to each such benefit as determined under the provisions of the Plan in effect during the five-year period ending on the date of termination under which such benefit would be the least in amount.

(b)      Priority Class 2 : Second, equally to the benefits described in subparagraphs (i) and (ii) immediately below:

(i)      to all other benefits guaranteed by the Pension Benefit Guaranty Corporation under title IV of ERISA, determined without regard to section 4022B(a) of ERISA; and

(ii)      to the additional benefits, if any, which would be guaranteed by the Pension Benefit Guaranty Corporation under title IV of ERISA if section 4022(b)(5) of ERISA did not apply.

For purposes of this Priority Class 2, section 4021 of ERISA shall be applied without regard to subparagraph (c) thereof.

(c)      Priority Class 3 : Third, to all other vested and nonforfeitable benefits (determined without regard to such benefits which become vested and nonforfeitable solely because

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Exhibit 10.14

of the termination of the Plan).

(d)      Priority Class 4 : Fourth, to all other benefits.

16.4.2      For purposes of the order of priority classes described in Subsection 16.4.1 above, the following provisions shall apply.

(a)      The amount allocated under any priority class in Subsection 16.4.1 above with respect to any benefit shall be properly adjusted for any allocation of assets with respect to that benefit under a prior priority class in such subsection.

(b)      If the assets available for allocation under either Priority Class 1, 2, or 4 above are insufficient to satisfy in full the Plan benefits described in such priority class, then such assets shall be allocated pro rata on the basis of the present value of the benefits described in such priority class (such present value being determined as of the date of termination).

(c)      This paragraph (c) applies if the assets available for allocation under Priority Class 3 above are insufficient to satisfy in full the Plan benefits described in Priority Class 3. In such event, the following provisions apply.

(i)      Such assets shall be allocated, except as provided in subparagraph (ii) immediately below, on a pro rata basis to the benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect at the beginning of the five-year period ending on the date of termination had never been changed.

(ii)      If the assets available for allocation under Priority Class 3 are sufficient to satisfy in full the benefits described in subparagraph (i) immediately above, then such assets shall be allocated to the benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect at the latest point in time during the five-year period ending on the date of termination that such assets available for allocation are sufficient to satisfy in full such benefits had never been changed, with any such assets remaining to be allocated being allocated pro rata to the additional benefits which would have been described in Priority Class 3 if the provisions of the Plan as in effect under the next succeeding Plan amendment which modified any benefits had never been changed.

(d)      If the allocations made pursuant to this Section 16.4 (without regard to this paragraph (d)) result in discrimination prohibited by section 401(a)(4) of the Code, then, to the extent required to prevent the disqualification of the Plan under section 401(a)(4) of the Code: (i) the assets allocated under paragraph (b) of Priority Class 2, Priority Class 3, and Priority Class 4 shall be reallocated to the extent necessary to avoid such discrimination, and, if still necessary to avoid such discrimination after such reallocation, (ii) the assets otherwise allocable to benefits which are limited or restricted under Section 10.2 above (and which are not otherwise allocated to paragraph (b) of Priority Class 2, to Priority Class 3, or to Priority Class 4 under clause (i) immediately above) shall also be reallocated to the extent necessary to avoid such discrimination.

16.4.3      Any allocations, determinations, distributions, or other actions taken pursuant to this Section 16.4 shall be subject to all required approvals and authorizations of the Pension Benefit Guaranty Corporation and the Internal Revenue Service.


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Exhibit 10.14

16.4.4      Finally, in the case of a complete termination, any assets of the Plan remaining after all foregoing liabilities in the priority classes set forth in Subsection 16.4.1 above have been satisfied shall be paid to the Participating Companies, provided such payment does not violate any applicable Federal law.



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Exhibit 10.14

ARTICLE 17

TOP HEAVY PROVISIONS

17.1      Determination of Whether Plan Is Top Heavy . For purposes of this Article 17, this Plan shall be considered a “Top Heavy Plan” for any Plan Year (for purposes of the first two sentences of this Section 17.1, the “subject Plan Year”) if, and only if, (a) this Plan is an Aggregation Group Plan during at least part of the subject Plan Year, and (b) the ratio of the total Present Value of all accrued benefits of Key Employees under all Aggregation Group Plans to the total Present Value of all accrued benefits of both Key Employees and Non-Key Employees under all Aggregation Group Plans equals or exceeds 0.6. All calculations called for in clauses (a) and (b) above with respect to this Plan and with respect to the subject Plan Year shall be made as of this Plan's Determination Date which is applicable to the subject Plan Year, and all calculations called for under clause (b) above with respect to any Aggregation Group Plan other than this Plan and with respect to the subject Plan Year shall be made as of that plan's Determination Date which is applicable to such plan's plan year that has its Determination Date fall within the same calendar year as the Determination Date being used by this Plan for the subject Plan Year. For the purpose of this Article 17, the following terms shall have the meanings hereinafter set forth.

17.1.1      Aggregation Group Plan . “Aggregation Group Plan” refers, with respect to any plan year of such plan, to a plan (a) which qualifies under Code section 401(a), (b) which is maintained by an Affiliated Employer, and (c) which either includes a Key Employee as a participant (determined as of the Determination Date applicable to such plan year) or allows another plan qualified under Code section 401(a), maintained by an Affiliated Employer, and including at least one Key Employee as a participant to meet the requirements of section 401(a)(4) or section 410(b) of the Code. In addition, if the Company so decides, any plan which meets clauses (a) and (b) but not (c) of the immediately preceding sentence shall be treated as an “Aggregation Group Plan” with respect to any plan year of such plan if the group of such plan and all other Aggregation Group Plans will meet the requirements of sections 401(a)(4) and 410(b) of the Code with such plan being taken into account.

17.1.2      Determination Date . The “Determination Date” which is applicable to any plan year of an Aggregation Group Plan refers to the last day of the immediately preceding plan year (except that, for the first plan year of such a plan, the “Determination Date” applicable to such plan year shall be the last day of such first plan year).

17.1.3      Key Employee . With respect to any Aggregation Group Plan and as of any Determination Date that applies to a plan year of such plan, a “Key Employee” refers to a person who at any time during the plan year ending on the subject Determination Date is:

(a)      an officer of an Affiliated Employer, provided such person receives compensation from the Affiliated Employers of an amount greater than $130,000 (as adjusted under section 416(i) of the Code for plan years beginning after December 31, 2002) for the applicable plan year. For this purpose, no more than 50 employees (or, if less, the greater of three or 10% of the employees of the Affiliated Employers) shall be treated as officers;

(b)      a 5% or more owner of any Affiliated Employer; or

(c)      a 1% or more owner of any Affiliated Employer who receives

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Exhibit 10.14

compensation of $150,000 or more from the Affiliated Employers for the applicable plan year.

For purposes of paragraphs (b) and (c) above, a person is considered to own 5% or 1%, as the case may be, of an Affiliated Employer if he owns (or is considered as owning within the meaning of Code section 318, except that subparagraph (C) of Code section 318(a)(2) shall be applied by substituting “5%” for “50%”) at least 5% or 1%, as the case may be, of either the outstanding stock or the voting power of all stock of the Affiliated Employer (or, if the Affiliated Employer is not a corporation, at least 5% or 1%, as the case may be, of the capital or profits interest in the Affiliated Employer). Further, for purposes of this entire Subsection 17.1.3, the term “Key Employee” includes any person who is deceased as of the subject Determination Date but who when alive had been a Key Employee at any time during the plan year ending on the subject Determination Date, and any accrued benefit payable to his beneficiary shall be deemed to be the accrued benefit of such person.

17.1.4      Non-Key Employee . With respect to any Aggregation Group Plan and as of any Determination Date that applies to a plan year of such plan, a “Non-Key Employee” refers to a person who at any time during the plan year ending on the subject Determination Date is an employee of an Affiliated Employer and who has never been considered a Key Employee as of such or any earlier Determination Date. Further, for purposes of this Subsection 17.1.4, the term “Non-Key Employee” includes any person who is deceased as of the subject Determination Date and who when alive had been an employee of an Affiliated Employer at any time during the plan year ending on the subject Determination Date but had not been a Key Employee as of the subject or any earlier Determination Date, and any accrued benefit payable to his beneficiary shall be deemed to be the accrued benefit of such person.

17.1.5      Present Value of Accrued Benefits .

(a)      For any Aggregation Group Plan which is a defined benefit plan (as defined in Code section 414(j)), including such a plan which has been terminated, the “Present Value” of a participant's accrued benefit, as determined as of any Determination Date, refers to the single sum value (calculated as of the latest Valuation Date which coincides with or precedes such Determination Date and in accordance with the actuarial assumptions adopted under such defined benefit plan for valuing single sum forms of benefits which are in effect as of such Valuation Date) of the monthly retirement or termination benefit which the participant had accrued under such plan to such Valuation Date. For this purpose, such accrued monthly retirement or termination benefit is calculated as if it was to first commence as of the first day of the month next following the month the participant first attains his normal retirement age under such plan (or, if such normal retirement age had already been attained, as of the first day of the month next following the month in which occurs such Valuation Date) and as if it was to be paid in the form of a single life annuity. Further, the accrued benefit of any participant under such plan (other than a participant who is a Key Employee) shall be determined under the method which is used for accrual purposes for all defined benefit plans of the Affiliated Employers (or, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rates permitted under the fractional rule of section 411(b)(1)(C) of the Code). In addition, the dollar amount of any distributions made from the plan (including the value of any annuity contract distributed from the plan) actually paid to such participant prior to the subject Valuation Date but still within the plan year ending on the subject Determination Date (or, when the distribution is made other than by reason of the participant's severance from employment from the Affiliated Employers, his death, or his disability, the five consecutive plan years ending on the subject Determination Date) shall be added in calculating such

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Exhibit 10.14

“Present Value” of the participant's accrued benefit.

(b)      For any Aggregation Group Plan which is a defined contribution plan (as defined in Code section 414(i)), including such a plan which has been terminated, the “Present Value” of a participant's accrued benefit, as determined as of any Determination Date, refers to the sum of (i) the total of the participant's account balances under the plan (valued as of the latest Valuation Date which coincides with or precedes such Determination Date), and (ii) an adjustment for contributions due as of such Determination Date. In the case of a profit sharing or stock bonus plan, the adjustment in clause (ii) above shall be the amount of the contributions, if any, actually made after the subject Valuation Date but on or before such Determination Date (and, in the case of the first plan year, any amounts contributed to the plan after such Determination Date which are allocated as of a date in such first plan year). In the case of a money purchase pension or target benefit plan, the adjustment in clause (ii) above shall be the amount of the contributions, if any, which are either actually made or due to be made after the subject Valuation Date but before the expiration of the period allowed for meeting minimum funding requirements under Code section 412 for the plan year which includes the subject Determination Date. In addition, the value of any distributions made from the plan (including the value of any annuity contract distributed from the plan) actually paid to such participant prior to the subject Valuation Date but still within the plan year ending on the subject Determination Date (or, when the distribution is made other than by reason of the participant's severance from employment from the Affiliated Employers, his death, or his disability, the five consecutive plan years ending on the subject Determination Date) shall be added in calculating such “Present Value” of the participant's accrued benefit.

(c)      In the case of any rollover (as defined in the appropriate provisions of the Code), or a direct plan-to-plan transfer, to or from a subject Aggregation Group Plan, which rollover or transfer is both initiated by a participant and made between a plan maintained by an Affiliated Employer and a plan maintained by an employer other than an Affiliated Employer, (i) the Aggregation Group Plan, if it is the plan from which the rollover or transfer is made, shall count the amount of the rollover or transfer as a distribution made as of the date such amount is distributed by such plan in determining the “Present Value” of the participant's accrued benefit under paragraph (a) or (b) above, as applicable, and (ii) the Aggregation Group Plan, if it is the plan to which the rollover or transfer is made, shall not so consider the amount of the rollover or transfer as part of the participant's accrued benefit in determining such “Present Value” if such rollover or transfer was or is accepted after December 31, 1983 and shall so consider such amount if such rollover or transfer was accepted prior to January 1, 1984.

(d)      In the case of any rollover (as defined in the appropriate provisions of the Code), or a direct plan-to-plan transfer, to or from a subject Aggregation Group Plan, which rollover or transfer is not described in paragraph (c) above, (i) the subject Aggregation Group Plan, if it is the plan from which the rollover or transfer is made, shall not consider the amount of the rollover or transfer as part of the participant's accrued benefit in determining the “Present Value” thereof under paragraph (a) or (b) above, as applicable, and (ii) the subject Aggregation Group Plan, if it is the plan to which the rollover or transfer is made, shall consider the amount of the rollover or transfer when made as part of the participant's accrued benefit in determining such “Present Value.”

(e)      As is noted in paragraphs (a) and (b) above, the “Present Value” of any participant's accrued benefit under any Aggregation Group Plan (that is either a defined benefit

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Exhibit 10.14

plan or a defined contribution plan) as of any Determination Date includes the value of any distribution from such a plan actually paid to such participant prior to the last Valuation Date which coincides with or precedes such Determination Date but still within the plan year ending on the subject Determination Date (or, in some cases, within the five year period ending on the subject Determination Date). This rule shall also apply to any distribution under any terminated defined benefit or defined contribution plan which, if it had not been terminated, would have been required to be included as an Aggregation Group Plan.

(f)      Notwithstanding the foregoing provisions, the “Present Value” of a participant's accrued benefit under any Aggregation Group Plan (that is either a defined benefit plan or a defined contribution plan) as of any Determination Date shall be deemed to be zero if the participant has not performed services for any Affiliated Employer at any time during the plan year ending on the subject Determination Date.

17.1.6      Valuation Date . A “Valuation Date” refers to: (a) in the case of an Aggregation Group Plan that is a defined benefit plan (as defined in Code section 414(j)), the date as of which the plan actuary computes plan costs for minimum funding requirements under Code section 412 (except that, for an Aggregation Group Plan that is a defined benefit plan which has terminated, a “Valuation Date” shall be deemed to be the same as a Determination Date); and (b) in the case of an Aggregation Group Plan that is a defined contribution plan (as defined in Code section 414(i)), the date as of which plan income, gains, and/or contributions are allocated to plan accounts of participants.

17.1.7      Compensation . For purposes hereof, a participant's “compensation” shall refer to his Compensation as defined in Section 10.3 above.

17.2      Effect of Top Heavy Status on Vesting . If for any Plan Year this Plan is a Top Heavy Plan, then, notwithstanding any other provision of the Plan to the contrary, any Participant who is a Participant at some time during such Plan Year and who ceases to be an Employee during such or any later Plan Year prior to being entitled to any other retirement benefit under the Plan, but after completing at least three years of Vesting Service (not including any years of Vesting Service completed after the last Plan Year in which this Plan is considered a Top Heavy Plan), shall still be entitled to a retirement benefit under the Plan (unless he dies before the commencement date of the benefit). The provisions of Article 7 above (concerning, e.g. , the commencement date, form, and amount of payment), Article 8 above (concerning certain death benefits), Article 9 above (concerning certain “transition” and other benefits), Article 10 above (concerning maximum benefit limits and restrictions on benefits for highly paid participants), and Article 11 above (concerning certain miscellaneous benefit matters) shall apply to the payment of any retirement benefit payable under this Section 17.2 as if such retirement benefit was described in Article 6 above.

17.3      Effect of Top Heavy Status on Benefit Amounts .

17.3.1      For any Plan Year in which this Plan is considered a Top Heavy Plan, then, notwithstanding any other provision of the Plan to the contrary, the annual amount (if paid in the form of an annuity) or the single sum amount (if paid in the form of a single sum payment) of any retirement benefit to which a Participant becomes entitled under the Plan shall not: (a) if paid in the form of a Single Life Annuity that commences as of the later of the Participant's Normal Retirement Date or the date as of which the Participant's retirement benefit under the Plan

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Exhibit 10.14

commences (for purposes of this Subsection 17.3.1, the Participant's “normal commencing Single Life Annuity”), be less than the product obtained by multiplying (i) 2% of the Participant's average annual compensation (as defined below) by (ii) the Participant's years of service (as defined below), up to but not exceeding ten such years; and (b) if paid in any form of benefit and/or as of any commencement date other than the form of benefit and commencement date that apply under a normal commencing Single Life Annuity, be less than the annual amount or single sum amount (as appropriate) that makes the Participant's retirement benefit that is paid in such other form and/or as of such other commencement date actuarially equivalent to the minimum retirement benefit that is described in clause (a) immediately above when such retirement benefit is paid in the form of a normal commencing Single Life Annuity.

17.3.2      For purposes of this Section 17.3, a Participant's “average annual compensation” refers to the annual average of his compensation received from the Affiliated Employers for the five consecutive calendar years which produce the highest result (excluding from consideration, however, compensation received in any Plan Year which began prior to January 1, 1984, in any calendar year which begins after the end of the last Plan Year in which the Plan is considered a Top Heavy Plan, and in any calendar year which does not end during a year of service).

17.3.3      For purposes of this Section 17.3, except as provided below, a Participant's “years of service” shall include each period for which the Participant is credited with a year of Vesting Service, regardless of the Participant's level of compensation during such period and regardless of whether the Participant is employed on any particular date during such period (such as the last day of such period). Notwithstanding the foregoing, a Participant's “years of service” for purposes of this Section 17.3 shall not include any period which began prior to January 1, 1984, any period which is not included at least in part in a Plan Year as of which the Plan is considered a Top Heavy Plan, or any period which occurs during a Plan Year when the Plan benefits (within the meaning of section 410(b) of the Code) no Key Employee or former Key Employee.

17.3.4      For purposes of the foregoing provisions of this Section 17.3, a Participant's benefit accruals under any other defined benefit plan (as defined in Section 414(j) of the Code) maintained by any Affiliated Employer and which is an Aggregation Group Plan for the subject Plan Year, other than benefit accruals made by reason of any top heavy provisions of such other plan, shall be considered as benefit accruals under this Plan.
17.3.5      Notwithstanding the foregoing provisions of this Section 17.3, such provisions shall not apply so as to cause any additional benefit to be provided a Participant for a Plan Year under this Plan if (i) such Participant actively participates in an Aggregation Group Plan maintained by an Affiliated Employer at any time in such Plan Year which is later than any date in such year on which he or she actively participates in this Plan and (ii) such other plan provides for the same benefit as would otherwise be required under the foregoing provisions of this Section 17.3 for such Plan Year.



85

Exhibit 10.14

ARTICLE 18

MISCELLANEOUS

18.1      Exclusive Benefit of Participants . All assets of the Plan shall be held in the Trust for the benefit of the Participants. In no event shall it be possible, at any time prior to the satisfaction of all liabilities with respect to the Participants, for any part of the assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their beneficiaries (except as may be otherwise provided in Sections 12.2 and 12.3 above) or for payment of proper administrative costs and expenses of the Plan and the Trust. No person shall have any interest in or right to any part of the Trust, or any rights in, to, or under the Trust, except as and to the extent expressly provided in the Plan.

18.2      Mergers, Consolidations, and Transfers of Assets .

18.2.1      Notwithstanding any other provision hereof to the contrary, in no event shall this Plan be merged or consolidated with any other plan and trust, nor shall any of the assets or liabilities of this Plan be transferred to any other plan or trust or vice versa, unless: (1) either the Plan is amended to provide for such action or the Committee determines that such action furthers the purposes of this Plan; (2) each Participant and beneficiary would (if this Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if this Plan had then terminated); and (3) such merger, consolidation, or transfer of assets does not cause any accrued benefit, early retirement benefit, retirement-type subsidy, or optional form of benefit of a person under this Plan or the applicable other plan, or the person's rights to any such benefits, to be eliminated or reduced except to the extent such elimination or reduction is permitted under section 411(d)(6) of the Code or in Treasury regulations issued thereunder. In the event of any such merger, consolidation, or transfer, the requirements of clause (2) set forth in the immediately preceding sentence shall be deemed to be satisfied if the merger, consolidation, or transfer conforms to and is in accordance with regulations issued under section 414(1) of the Code.

(a)      In addition, in the case of any spin-off to this Plan from another plan which is maintained by an Affiliated Employer or of any spin-off from this Plan to another plan which is maintained by an Affiliated Employer, a percentage of the excess assets (as determined under section 414(l)(2) of the Code) held in the plan from which the spin-off is made (if any) shall be allocated to each of such plans to the extent required by section 414(l)(2) of the Code.

(b)      Subject to the provisions of this Subsection 18.2.1, the Committee may take action to merge or consolidate this Plan and the Trust with any other plan and trust or permit the transfer of any assets and liabilities of this Plan and the Trust to any other plan and trust or vice versa.

18.2.2      If an Employee who is participating in the Broadwing Pension Plan (previously named, and renamed effective as of May 27, 2003 as, the Cincinnati Bell Management Pension Plan), as such plan exists as of the Effective Amendment Date or is subsequently amended or renamed (for purposes of this Subsection 18.2.2, the “BPP”), becomes a Participant in this Plan, his accrued benefit under the BPP (and the assets related thereto) shall be transferred to and assumed by this Plan. Further, if a Participant in this Plan becomes a Participant in the BPP, his accrued

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Exhibit 10.14

benefit under the Plan (and the assets related thereto) shall be transferred to and assumed by the BPP. Any transfer of benefits and assets provided under this Subsection 18.2.2 shall be subject to the provisions of Subsection 18.2.1 above.

18.2.3      To the extent required under the Mandatory Portability Agreement, accrued benefits (and related assets) shall be transferred to and from Former Affiliate Plans (as such term is defined in the Mandatory Portability Agreement), provided that no accrued benefit shall be transferred to and assumed by this Plan unless assets at least equal to such accrued benefits also are transferred to this Plan. Any transfer of benefits and assets provided under this Subsection 18.2.3 shall be subject to the provisions of Subsection 18.2.1 above.

18.3      Benefits and Service for Military Service . Notwithstanding any provision of the Plan to the contrary and in order to satisfy the requirements of sections 401(a)(37) and 414(u) of the Code with respect to a Participant's qualified military service, the following provisions of this Section 18.3 shall apply.

18.3.1      An individual reemployed as an Employee by an Affiliated Employer under chapter 43 of title 38 of the United States Code (as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment) shall be treated as not having incurred a Break in Service for purposes of the Plan by reason of such individual's qualified military service.
18.3.2      Each period of qualified military service served by an individual shall, upon reemployment as an Employee by an Affiliated Employer under chapter 43 of title 38 of the United States Code (as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment), be deemed to constitute Vesting Service for purposes of the Plan.
18.3.3      For purposes of Article 10 above, a Participant who is in qualified military service shall be treated as receiving Compensation during the period of qualified military service equal to the Compensation the Participant would have received during such period were he not in qualified military service, determined based on the rate of pay the Participant would have received from the Affiliated Employers but for his absence during the during the period of qualified military service; except that, if the compensation the Participant would receive during the period of qualified military service is not reasonably certain, then the Participant shall be treated as receiving compensation from the Affiliated Employers during the period of qualified military service equal to the Participant's average compensation from the Affiliated Employers during the shorter of (a) the twelve month period immediately preceding the period of the qualified military service or (b) the Participant's entire period of employment by the Affiliated Employers.
18.3.4      If a Participant dies on or after January 1, 2007 and while performing qualified military service, the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. By reason of the immediately preceding sentence and among other things, credit for Vesting Service shall be provided for the period of qualified military service of a Participant who dies while performing qualified military service for purposes of determining whether any death benefit is provided under the Plan with respect to the Participant (but the amount of such death benefit is not determined as if the Participant received benefit accruals during such qualified military service).

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Exhibit 10.14

18.3.5      An individual receiving, in a Plan Year that begins after December 31, 2008, a differential wage payment from an Affiliated Employer shall be treated as an Employee of such Affiliated Employer and the differential wage payment shall be treated as part of the Participant's compensation solely for purposes of applying Articles 10 and 17 above and applying any other requirement imposed by the Code on the Plan (but shall not be used for any other purposes of the Plan). For purposes hereof, a “differential wage payment” means any payment that is made by an Affiliated Employer to an individual with respect to any period during which the individual is performing service in the uniformed services (as defined in chapter 43 of title 38 of the United States Code) while on active duty for a period of more than 30 days and represents all or a portion of the wages that the individual would have received from such Affiliated Employer if the individual were performing service for such Affiliated Employer.
18.3.6      For all purposes of this Section 18.3, “qualified military service” means, with respect to any individual, any service of his in the uniformed services (as defined in chapter 43 of title 38 of the United States Code, as such chapter is in effect on December 12, 1994 and without regard to any subsequent amendment) if he is entitled to reemployment rights with the Employer under such chapter with respect to such service.
18.4      Actions Required by Mandatory Portability Agreement . This Plan shall comply with any requirements of the Mandatory Portability Agreement that apply to it. Thus, to the extent not addressed elsewhere in this Plan, any action shall be taken under or in connection with the Plan if it is required to comply with the Mandatory Portability Agreement. However, as is indicated in Section 3.8 above, Employees of certain Participating Companies are not subject to or affected by the Mandatory Portability Agreement while employed by any such companies, and this Section 18.4 shall not give any rights under the Mandatory Portability Agreement to such Employees while employed by any such company.

18.5      Authority to Act for Company . Except as is otherwise expressly provided elsewhere in this Plan, any matter or thing to be done by the Company shall be done by the Board or the Board's Executive Committee, except that the Board or the Board's Executive Committee may, by resolution, delegate in writing to any officer of any Affiliated Employer any or all of its rights or duties hereunder (and any such delegation shall be deemed incorporated into and made a part of this Plan). Any such delegation shall be valid and binding upon all persons, and the person or persons to whom authority is delegated shall have full power to act in all matters so delegated until the authority expires by its terms or is revoked by resolution of the Board or the Board's Executive Committee.

18.6      Relationship of Plan to Employment Rights . The adoption and maintenance of the Plan is purely voluntary on the part of the Participating Companies and neither the adoption nor the maintenance of the Plan shall be construed as conferring any legal or equitable rights to employment on any person.

18.7      Applicable Law . The provisions of the Plan shall be administered and enforced according to applicable Federal law and, only to the extent not preempted by Federal law, to the laws of the State of Ohio. The Company may at any time initiate any legal action or proceedings for the determination of any question of construction which arises or for instructions. Except as required by law, in any application to, or proceeding or action in, any court with regard to the Plan, only the Company shall be a necessary party, and no Participant, beneficiary, or other person having

88

Exhibit 10.14

or claiming any interest in the Plan shall be entitled to any notice or service of process. The Company may include as parties defendant any other person or persons. Any judgment entered into in such a proceeding or action shall be conclusive upon all persons claiming under the Plan.

18.8      Separability of Provisions . If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and the Plan shall be construed and enforced as if such provision had not been included.

18.9      Counterparts . The Plan may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument, which shall be sufficiently evidenced by any one thereof.

18.10      Headings . Headings used throughout the Plan are for convenience only and shall not be given legal significance.

18.11      Special Definitions and Tables . Any terms which are defined by use of a parenthetical contained in any provision of the Plan shall apply only to the provision in which such parenthetical is contained, except where otherwise indicated in such parenthetical or the context otherwise requires. In addition, any tables attached to this Plan shall constitute a part of this Plan. Such tables are not necessarily numbered consecutively (since they are numbered in some cases to match or affect similarly numbered tables contained in the Prior Pension Plan).

18.12      Plan Administrator and Sponsor . The Company shall be the Plan's administrator and sponsor as those terms are used in ERISA.

18.13      Accumulated Benefit Used To Satisfy Applicable Age Discrimination Rules . As is indicated in Subsection 2.1.2 above, a Participant's Accumulated Benefit as of any specified date that occurs on or after January 1, 2008 shall be the Participant's benefit that is used for purposes of determining whether the requirements of section 411(b)(1)(H)(i) and (b)(5) of the Code and section 204(b)(1)(H)(i) and (b)(5) of ERISA (as such sections are amended by the Pension Protection Act of 2006), and any Treasury regulations issued thereunder, are met for the Plan with respect to the Participant's Plan benefit as of such specified date.


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Exhibit 10.14

ARTICLE 19

2004 EARLY RETIREMENT OFFER

19.1      Overview . This Article 19 is effective as of August 19, 2004 and provides for special benefits to be provided certain Participants who accept an offer of the Participating Employers of a special benefit program, all as is provided for in the following provisions of this Article 19.

19.2      Special Definitions . For purposes of this Article 19 only, the following terms shall have the meanings hereinafter set forth:

19.2.1      The term “Eligible Participant” means any person who is eligible under Section 19.3 below to be offered the special benefit program described in this Article 19.

19.2.2      The term “Extra Lump Sum Formula Amount” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19, an amount equal to the product obtained by multiplying (a) a dollar amount equal to two weeks value of the Eligible Participant's basic wage rate as determined on October 1, 2004 by (b) the number of whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2004. Notwithstanding the immediately preceding sentence, such Eligible Participant's “Extra Lump Sum Formula Amount” shall in no event be deemed to exceed an amount equal to one year's value of the Eligible Participant's basic wage rate as determined on October 1, 2004. For purposes of this Subsection 19.2.2, the Eligible Participant's basic wage rate refers to the full-time wage rate for the Eligible Participant's job title that is indicated on the wage schedules of the Participating Employers (and does not include night differentials, overtime pay, or other awards, bonuses or incentive pay). Notwithstanding the foregoing, for an Eligible Participant who is described in Subsection 19.4.4 below, each reference to “October 1, 2004” in the foregoing provisions of this Subsection 19.2.2 shall be deemed to be a reference to the Eligible Participant's last day of employment with the Affiliated Employers.

19.2.3      The term “Normal Retirement Extra Single Life Annuity Benefit” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19 and when determined as of any date (for purposes of this Subsection 19.2.3, the “subject date”), a hypothetical Single Life Annuity payable to the Eligible Participant that both (a) commences to be paid as of the later of the Eligible Participant's Normal Retirement Date or the Eligible Participant's Offer Retirement Date and (b) has a monthly amount that is actuarially equivalent to a hypothetical single sum payment that both is made as of the subject date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount. The actuarial assumptions to be used in making such actuarially equivalent calculation shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject date is the benefit's commencement date.

19.2.4      The term “Offer Retirement Date” means, with respect to any Eligible Participant who accepts the special benefit program offer provided under this Article 19, the date the Participant ceases to be an Employee pursuant to such offer.

19.2.5      The term “Net Credited Service” means, with respect to any Participant, the Eligible Participant's Term of Employment that would be determined under the terms of Section 3.7 above if all references to a “Covered Employee” in such Section 3.7 and in the Prior Pension

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Exhibit 10.14

Plan were deemed to be references to an “Employee.”

19.3      Eligible Participants . Any person shall be eligible to be offered the special benefit program described in this Article 19 if, and only if, he meets the following conditions:

19.3.1      he is on August 19, 2004 both a Covered Employee and a Participant in the Plan; and

19.3.2      he would by December 31, 2006, if he remained an Employee from August 19, 2004 to December 31, 2006, either (a) have Net Credited Service of 30 or more years, (b) both be age 50 and have Net Credited Service of 25 or more years, (c) both be age 55 and have Net Credited Service of 20 or more years, or (d) both be age 60 and have Net Credited Service of 10 or more years; and

19.3.3      he is not prevented by the Participating Employers from accepting the special benefit program offer provided under this Article 19 because of business needs of the Participating Employers. In this regard, the Participating Employers may take actions to exclude employees performing certain jobs from being eligible for such offer and/or to limit the number of employees in the Participating Employers in the aggregate, or in any department, job, or other unit, who will be permitted to accept such offer.

19.4      Offer .

19.4.1      The Participating Employers shall, on or about November 11, 2004, deliver or mail written material to each Eligible Participant setting forth the special benefit program offer described in this Article 19 (with such written material being referred to in this Article 19 as an “offer package”).

19.4.2      Such special benefit program offer shall provide that an Eligible Participant shall receive the benefits described in Sections 19.5 and 19.6 below if, and only if, the Eligible Participant:

(a)      voluntarily terminates his employment with the Affiliated Employers on such date as is requested or agreed to by the Participating Employers (which date shall not be earlier than the date on which he receives the offer package or later than December 31, 2006);

(b)      accepts the special benefit program offered to him under this Article 19 by, and only by, signing a form prepared by the Participating Employers for this purpose (which form sets forth the Eligible Participant's agreement to accept the offer and to retire in accordance with the rules of paragraph (a) of this Subsection 19.4.2) and filing such signed form with the Participating Employers on or prior to the latest date as of which the latest offer package received by him indicates he can accept such offer (which date shall not in any event occur after December 1, 2004); and

(c)      meets all other conditions imposed by the Participating Employers for accepting such offer.

19.4.3      If an Eligible Participant does not accept the special benefit program offer provided to him under this Article 19 or fails to meet all of the conditions set forth in Subsection

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Exhibit 10.14

19.4.2 above, he shall not at any time be entitled to the benefits described in Sections 19.5 and 19.6 below.

19.4.4      Notwithstanding the provisions of Subsections 19.4.1 through 19.4.3 above, any person who qualifies as an Eligible Participant but who voluntarily terminated his employment with the Affiliated Employers between August 19, 2004 and November 10, 2004 shall be deemed for all of the provisions of this Article 19 to have been offered the special program benefit offer described in this Article 19, to have accepted and complied with all of the conditions of such offer, and to have voluntarily terminated his employment with the Affiliated Employers under and pursuant to such offer.

19.5      Special Extra Retirement Benefit . If an Eligible Participant accepts the special benefit program offer provided under this Article 19 and complies with all of the conditions of such offer, he shall be entitled to a special retirement benefit not otherwise provided under the foregoing Articles of this Plan. Such special retirement benefit is described in the following provisions of this Section 19.5 and is referred to in such provisions and in Section 19.6 below as the “extra retirement benefit.” The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined under the provisions of Subsection 19.5.1 below, and all other details of the extra retirement benefit (including such benefit's form of payment and commencement date) shall be determined under the provisions of Subsections 19.5.2 and 19.5.3 below.

19.5.1      The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined as follows.

(a)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Single Life Annuity that commences as of any certain date (for purposes of this paragraph (a), the “subject commencement date”), then the monthly amount of such benefit shall be equal to the greater of (i) the amount that would make such Single Life Annuity actuarially equivalent to a hypothetical single sum payment that both is made as of the subject commencement date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such Single Life Annuity actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject commencement date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (a) shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject commencement date is the benefit's commencement date.

(b)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Qualified Joint and Survivor Annuity that commences as of any certain date, then the monthly amount of such benefit shall be the amount that would be determined under Subsection 7.2.2 above if the extra retirement benefit were the Eligible Participant's sole retirement benefit under the Plan.

(c)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a single sum payment that is made as of any certain date (for purposes of this paragraph (c), the “subject payment date”), then the single sum amount of such benefit shall be an amount equal to the greater of (i) the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such single sum payment actuarially equivalent

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Exhibit 10.14

to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject payment date. The actuarial assumptions to be used in making the actuarially equivalent calculation required under this paragraph (c) shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject payment date is the benefit's commencement date.

19.5.2      Except to the extent otherwise provided or modified in Subsection 19.5.3 below or to the extent the context of this Article 19 otherwise requires, all of the provisions of this Plan (other than Articles 3, 4, 5, and 9 above) shall apply as if the Eligible Participant's extra retirement benefit were added to and were a part of the Eligible Participant's retirement benefit accrued under the Articles of this Plan that precede this Article 19 as of his Offer Retirement Date and as such benefit may be modified under the provisions of Section 19.6 below (for purposes of this Section 19.5 and Section 19.6 below, his “regular retirement benefit”). In particular, except to the extent otherwise provided or modified in Subsection 19.5.3 below, the Eligible Participant's extra retirement benefit and regular retirement benefit shall be deemed to be one retirement benefit for purposes of determining the form of and commencement date of such benefits and applying the provisions of Articles 10 and 17 above (which provide for benefit limits and top heavy plan rules).

19.5.3      Notwithstanding the provisions of Subsection 19.5.2 above, as a special option and not in any event limiting the forms of benefit in which the Eligible Participant's extra retirement benefit and regular retirement benefit can be paid, the Eligible Participant may elect to receive his extra retirement benefit and regular retirement benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above or any other optional form of benefit described in Section 7.3 above and provided all of the election provisions of Section 7.4 above are met, in the following forms:

(a)      a Single Life Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit; or

(b)      if the Eligible Participant is married as of the commencement date of his retirement benefits under the Plan, a Qualified Joint and Survivor Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit.

The commencement date of the payment of each of his regular retirement benefit and his extra retirement benefit must in such case still be the same date and determined as if the Eligible Participant's extra retirement benefit and regular retirement benefit were one benefit.

19.6      Special Early Retirement Discount Factors for Regular Retirement Benefit . If an Eligible Participant accepts the special benefit program offer provided under this Article 19 and complies with all of the conditions of such offer, then, in addition to the extra retirement benefit under Section 19.5 above, he shall have his regular retirement benefit under the Plan determined in accordance with the other provisions of the Plan but with the following adjustment in the event the commencement date of his regular retirement benefit occurs prior to December 31, 2006: his Prior Pension Plan Amount (as is otherwise defined in Subsection 9.2.5(b) above) as of the commencement date of his regular retirement benefit (which Prior Pension Plan Amount is sometimes used to help determine his regular retirement benefit) shall be determined under the provisions of Subsection 9.2.5(b) above but with any early retirement discount reduction factors set forth in the provisions of the Prior Pension Plan that are used in such determination (to the extent

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Exhibit 10.14

the provisions of Subsection 9.2.5(b) above would require that such Prior Pension Plan early retirement discount factors are used in determining the Prior Pension Plan Amount) being applied in such determination of the Prior Pension Plan Amount based on the age and service with the Affiliated Employers that the Eligible Participant would have on December 31, 2006 if he continued in the employment of the Affiliated Employers from his actual date of termination with the Affiliated Employers (pursuant to his acceptance of the special benefit program offer provided under this Article 19) to December 31, 2006.

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Exhibit 10.14


ARTICLE 20

2008 SPECIAL EARLY RETIREMENT BENEFITS
20.1      Overview . This Article 20 is effective as of January 1, 2008 and provides for special benefits to be provided certain Participants who accepted an early retirement offer of the Participating Employers, all as is provided for in the following provisions of this Article 20.
20.2      Special Definitions . For purposes of this Article 20 only, the following terms shall have the meanings hereinafter set forth.
20.2.1      The term “Eligible Participant” means any person who was eligible under Section 20.3 below to be provided the early retirement offer described in this Article 20.
20.2.2      The term “Extra Lump Sum Formula Amount” means, with respect to any Eligible Participant who accepted the early retirement offer provided under this Article 20, an amount equal to the sum of: (a) the product obtained by multiplying (i) a dollar amount equal to two weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007 by (ii) the number of the whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2007, up to but not in excess of 17 such years; and (b) the product obtained by multiplying (i) a dollar amount equal to four weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007 by (ii) the number of the whole years included in the Eligible Participant's Net Credited Service as determined on October 1, 2007 in excess of 17 such years. Notwithstanding the provisions of the immediately preceding sentence, an Eligible Participant's “Extra Lump Sum Formula Amount” shall in no event be deemed to exceed an amount equal to 78 weeks value of the Eligible Participant's base rate of pay as determined on October 1, 2007.
20.2.3      The term “Normal Retirement Extra Single Life Annuity Benefit” means, with respect to any Eligible Participant who accepted the early retirement offer described in this Article 20 and when determined as of any date (for purposes of this Subsection 20.2.3, the “subject date”), a hypothetical Single Life Annuity payable to the Eligible Participant that both (a) commences to be paid as of the later of the Eligible Participant's Normal Retirement Date or the Eligible Participant's Offer Retirement Date and (b) has a monthly amount that is actuarially equivalent to a hypothetical single sum payment that both is made as of the subject date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount. The actuarial assumptions to be used in making such actuarially equivalent calculation shall be solely the applicable interest rate and applicable mortality assumption that are in effect under Section 11.5 above for a benefit for which the subject date is the benefit's commencement date.
20.2.4      The term “Offer Retirement Date” means, with respect to any Eligible Participant who accepted the early retirement offer described in this Article 20, the date the Participant ceases to be an Employee pursuant to such offer.
20.2.5      The term “Net Credited Service” means, with respect to any Eligible Participant, the Eligible Participant's Term of Employment that would be determined under the terms of Section 3.7 above if all references to a “Covered Employee” in such Section 3.7 and in the Prior Pension Plan were deemed to be references to an “Employee.”

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Exhibit 10.14

20.3      Eligible Participants . Any person was eligible to be offered the early retirement offer described in this Article 20 if, and only if, he met the following conditions:
20.3.1      he was on October 1, 2007 both a Covered Employee and a Participant in the Plan; and
20.3.2      he would by December 31, 2009, if he remained an Employee from October 1, 2007 to December 31, 2009, either (a) have Net Credited Service of 30 or more years, (b) both be age 50 and have Net Credited Service of 25 or more years, (c) both be age 55 and have Net Credited Service of 20 or more years, or (d) both be age 65 and have Net Credited Service of 10 or more years; and
20.3.3      he was or is not prevented by the Participating Employers from accepting the early retirement offer provided under this Article 20 because of business needs of the Participating Employers. In this regard, the Participating Employers may take actions to exclude employees performing certain jobs from being eligible for such offer and/or to limit the number of employees in the Participating Employers in the aggregate, or in any department, job, or other unit, who will be permitted to accept such offer.
20.4      Offer .
20.4.1      The Participating Employers delivered or mailed written material to each Eligible Participant setting forth the early retirement offer described in this Article 20 on or about February 29, 2008 (or December 7, 2007 for any Eligible Participant who was then not a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)).
20.4.2      Such early retirement offer provided that an Eligible Participant shall receive the benefits described in Sections 20.5 and 20.6 below if, and only if, the Eligible Participant satisfies all of the conditions set forth in the following paragraphs of this Subsection 20.4.2.
(a)      He voluntarily terminated or terminates his employment with the Affiliated Employers on such date as was or is requested or agreed to by the Participating Employers, which date shall, except as is indicated in the immediately following sentence, not be earlier than February 29, 2008 (or December 7, 2007 if he was not on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)) or later than December 31, 2010. However, if the Eligible Participant terminated his employment with the Affiliated Employers between October 1, 2007 and February 29, 2008 (or between October 1, 2007 and December 7, 2007 if he was not on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)), he shall be deemed for all purposes of this Article 20 to have voluntarily terminated his employment with the Affiliated Employers on a date that was requested or agreed to by the Participating Employers and to have met the condition set forth in this paragraph (a).
(b)      He accepted the early retirement offer described in this Article 20 by, and only by, signing a form prepared by the Participating Employers for this purpose (which form set forth the Eligible Participant's agreement to accept the offer and, if applicable, to retire in accordance with the rules of the first sentence of paragraph (a) of this Subsection 20.4.2) and filing

96

Exhibit 10.14

such signed form with the Participating Employers on or prior to March 28, 2008 (or December 31, 2007 if he was not on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)).
(c)      If he was on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2), he releases and waives any claims that he may have against the Affiliated Employers and all of the Affiliated Employers' related parties that are requested to be released by the Participating Employers in connection with the early retirement offer described in this Article 20 by, and only by, signing a form prepared by the Participating Employers for this purpose and filing such signed form with the Participating Employers on his Offer Retirement Date or on any of the three immediately following business days (or, if he terminated his employment with the Affiliated Employers between October 1, 2007 and December 7, 2007, by, and only by, signing a form prepared by the Participating Employers for this purpose and filing such signed form with the Participating Employers within such time, after he is notified as to the early retirement offer described in this Article 20, as is provided him by the Participating Employers).
(d)      He meets all other conditions imposed by the Participating Employers for accepting such offer.
20.4.3      If an Eligible Participant did not accept the early retirement offer described in this Article 20 or fails to meet all of the conditions set forth in Subsection 20.4.2 above, he shall not at any time be entitled to the benefits described in Sections 20.5 and 20.6 below.
20.5      Special Extra Retirement Benefit . If an Eligible Participant accepted the early retirement offer described in this Article 20 and complies with all of the conditions of such offer, he shall be entitled to a special retirement benefit not otherwise provided under the foregoing Articles of this Plan. Such special retirement benefit is described in the following provisions of this Section 20.5 and is referred to in such provisions and in Section 20.6 below as the “extra retirement benefit.” The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined under the provisions of Subsection 20.5.1 below, and all other details of the extra retirement benefit (including such benefit's form of payment and commencement date) shall be determined under the provisions of Subsections 20.5.2, 20.5.3, and 20.5.4 below.
20.5.1      The monthly or single sum amount of the Eligible Participant's extra retirement benefit shall be determined in accordance with the following paragraphs of this Subsection 20.5.1.
(a)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Single Life Annuity that commences as of any certain date (for purposes of this paragraph (a), the “subject commencement date”), then the monthly amount of such benefit shall be equal to the greater of (i) the amount that would make such Single Life Annuity actuarially equivalent to a hypothetical single sum payment that both is made as of the subject commencement date and is equal to the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such Single Life Annuity actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject commencement date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (a) shall be solely the applicable interest rate

97

Exhibit 10.14

and applicable mortality assumption that apply under Section 11.5 above to a benefit for which the subject commencement date is the benefit's commencement date.
(b)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a Qualified Joint and Survivor Annuity that commences as of any certain date, then the monthly amount of such benefit shall be the amount that would be determined under Subsection 7.2.2 above if the extra retirement benefit were the Eligible Participant's sole retirement benefit under the Plan.
(c)      If the Eligible Participant's extra retirement benefit is paid to the Eligible Participant in the form of a single sum payment that is made as of any certain date (for purposes of this paragraph (c), the “subject payment date”), then the single sum amount of such benefit shall be an amount equal to the greater of (i) the Eligible Participant's Extra Lump Sum Formula Amount or (ii) the amount that would make such single sum payment actuarially equivalent to the Eligible Participant's Normal Retirement Extra Single Life Annuity Benefit determined as of the subject payment date. The actuarial assumptions to be used in making any of the actuarially equivalent calculations required under this paragraph (c) shall be solely the applicable interest rate and applicable mortality assumption that apply under Section 11.5 above to a benefit for which the subject payment date is the benefit's commencement date.
20.5.2      Except to the extent otherwise provided or modified in Subsection 20.5.3 below or Subsection 20.5.4 below or to the extent the context of this Article 20 otherwise requires, all of the provisions of this Plan (other than Articles 3, 4, 5, and 9 above) shall apply as if the Eligible Participant's extra retirement benefit were added to and were a part of the Eligible Participant's retirement benefit accrued under the Articles of this Plan that precede this Article 20 as of his Offer Retirement Date and as such benefit may be modified under the provisions of Section 20.6 below (for purposes of this Section 20.5 and Section 20.6 below, his “regular retirement benefit”). In particular, except to the extent otherwise provided or modified in Subsection 20.5.3 below or Subsection 20.5.4 below, the Eligible Participant's extra retirement benefit and regular retirement benefit shall be deemed to be one retirement benefit for purposes of determining the form of and commencement date of such benefits and applying the provisions of Articles 10 and 17 above (which provide for benefit limits and top heavy plan rules).
20.5.3      Notwithstanding the provisions of Subsection 20.5.2 above but subject to the provisions of Subsection 20.5.4 below, as a special option and not in any event limiting the forms of benefit in which the Eligible Participant's extra retirement benefit and regular retirement benefit can be paid, the Eligible Participant may elect to receive his extra retirement benefit and regular retirement benefit, in lieu of the normal form of benefit otherwise payable under Section 7.2 above or any other optional form of benefit described in Section 7.3 above and provided all of the election provisions of Section 7.4 above are met, in the following forms:
(a)      a Single Life Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit; or
(b)      if the Eligible Participant is married as of the commencement date of his retirement benefits under the Plan, a Qualified Joint and Survivor Annuity for his regular retirement benefit and a single sum payment for his extra retirement benefit.

98

Exhibit 10.14

The commencement date of the payment of each of his regular retirement benefit and his extra retirement benefit must in such case still be the same date and determined as if the Eligible Participant's extra retirement benefit and regular retirement benefit were one benefit.
20.5.4      Notwithstanding the provisions of Subsections 20.5.2 and 20.5.3 above, if the Eligible Participant voluntarily terminated his employment with the Affiliated Employers and commenced the payment of his regular retirement benefit as of any date before March 1, 2008 (or before January 1, 2008 if he was not on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)), then (a) the Eligible Participant's extra retirement benefit shall not be added to or treated as a part of the Eligible Participant's regular retirement benefit, (b) the commencement date of the Eligible Participant's extra retirement benefit may not occur prior to March 1, 2008 (or prior to January 1, 2008 if he was not on October 1, 2007 a collectively bargained employee within the meaning of Treasury Regulations section 1.410(b)-6(d)(2)), and (c) the form and commencement date of the Eligible Participant's extra retirement benefit shall be determined as if such benefit were the sole retirement benefit under the Plan (except that the provisions of Section 7.5 above, that provide for an automatic cashout of a retirement benefit, shall apply to the Eligible Participant's extra retirement benefit only if such provisions would have applied to the combination of the Eligible Participant's extra retirement benefit and regular retirement benefit had such regular retirement benefit not previously commenced to be paid).
20.6      Special Early Retirement Discount Factors for Regular Retirement Benefit . If an Eligible Participant (a) accepted the early retirement offer described in this Article 20, (b) complies with all of the conditions of such offer, and (c) has an Offer Retirement Date that is prior to December 31, 2009, then, in addition to the extra retirement benefit under Section 20.5 above, he shall have his regular retirement benefit under the Plan determined in accordance with the other provisions of the Plan but with the following adjustment: his Prior Pension Plan Amount (as is otherwise defined in Subsection 9.2.5(b) above) as of the commencement date of his regular retirement benefit (which Prior Pension Plan Amount is sometimes used to help determine his regular retirement benefit) shall be determined under the provisions of Subsection 9.2.5(b) above but with any early retirement discount reduction factors set forth in the provisions of the Prior Pension Plan that are used in such determination (to the extent the provisions of Subsection 9.2.5(b) above would require that such Prior Pension Plan early retirement discount factors are used in determining the Prior Pension Plan Amount) being applied in such determination of the Prior Pension Plan Amount based on the age and service with the Affiliated Employers that the Eligible Participant would have on December 31, 2009 if he continued in the employment of the Affiliated Employers from his Offer Retirement Date to December 31, 2009 (except that his age for such purposes will be based on his actual age on the commencement date of the benefit if such commencement date occurs after December 31, 2009).

99

Exhibit 10.14

ARTICLE 21
PPA FUNDING-BASED LIMITS ON BENEFITS AND BENEFIT ACCRUALS
In order to meet the requirements of section 436 of the Code and section 206(g) of ERISA (which sections were added by the Pension Protection Act of 2006) and notwithstanding any other provision of the Plan to the contrary, the limitations set forth in the following sections of this Article 21 shall apply to the Plan for any Plan Year that begins on or after January 1, 2009 (for purposes of this Article 21, a “subject Plan Year”). In no event shall any of the limitations set forth in the following sections of this Article 21 apply to the Plan with respect to any earlier Plan Year.
21.1      Limitation on Plan Amendments Increasing Liability for Benefits . Subject to Sections 21.4 through 21.7 below, the following subsections of this Section 21.1 shall apply to the Plan for any subject Plan Year.
21.1.1      Except to the extent exempted from the limitations on Plan amendments under Treasury Regulations section 1.436-1(c)(2), no amendment to the Plan that has the effect of increasing the liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable shall take effect if it otherwise is to take effect (or, if later, is adopted) in any period that occurs in a subject Plan Year when the provisions of Sections 21.4 and 21.5 below require that during such period the Plan's adjusted funding target attainment percentage for such subject Plan Year is considered to be less than 80% (or to be 80% or more but to be less than 80% if the benefits attributable to the amendment were taken into account in determining such adjusted funding target attainment percentage).
21.1.2      Notwithstanding the provisions of Subsection 21.1.1 above, the limitation on Plan amendments set forth in Subsection 21.1.1 above shall not apply to any amendment that provides for an increase in benefits under a formula that is not based on a Participant's compensation, but only if the rate of increase in benefits does not exceed the contemporaneous rate of increase in average wages of Participants covered by the amendment.
21.1.3      Also notwithstanding the provisions of Subsection 21.1.1 above, to the extent that any Plan amendment results in (or is made pursuant to) a mandatory increase in the vesting of benefits under the Code or ERISA (such as vesting rate increases pursuant to statute or Plan termination amendments under Code section 411(d)(3)), that amendment shall not be deemed to constitute an amendment that changes the rate at which benefits become nonforfeitable for purposes of Subsection 21.1.1 above.
21.1.4      Except to the extent otherwise required by Treasury Regulations section 1.436-1(a)(4)(iv), any Plan amendment that does not take effect by reason of the limitations provided under this Section 21.1 shall be treated as if it never had been adopted.
21.2      Limitations on Accelerated Benefit Payments . Subject to Sections 21.4 through 21.7 below, the following subsections of this Section 21.2 shall apply to the Plan for any subject Plan Year.
21.2.1      If the provisions of Sections 21.4 and 21.5 below require that during any period that occurs in a subject Plan Year the Plan's adjusted funding target attainment percentage

100

Exhibit 10.14

for such subject Plan Year is considered to be less than 60%, (such period being referred to in this Subsection 21.2.1 as the “subject period”), then the following paragraphs of this Subsection 21.2.1 shall apply.
(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit that has a start date that falls in the subject period.
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit that becomes payable to the Participant (or the beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above, the Participant (or the beneficiary) may elect either: (i) to receive such benefit in another form of payment (that begins to be paid as of the initial start date) that is then available to the Participant (or the beneficiary) under the Plan and that does not include a prohibited payment; or (ii) to defer payment of such benefit to any date that is later than the initial start date and that is permitted to be a start date for such benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2).
21.2.2      If, during any period that occurs in a subject Plan Year, the Employer is a debtor in a case under title 11 of the United States Code or a similar Federal or state law (such period being referred to in this Subsection 21.2.2 as the “subject period”), then the following paragraphs of this Subsection 21.2.2 shall apply.
(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit with a start date that falls in the subject period, except for payments made of a vested Plan benefit with a start date that is on or after the date on which the Plan's enrolled actuary certifies that the Plan's adjusted funding target attainment percentage for such subject Plan Year is not less than 100%.
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit that becomes payable to the Participant (or the beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above, the Participant (or beneficiary) may elect either: (i) to receive such benefit in another form of payment (that begins to be paid as of the initial start date) that is then available to the Participant (or the beneficiary) under the Plan and that does not include a prohibited payment; or (ii) to defer payment of such benefit to any date that is later than the initial start date and that is otherwise permitted to be a start date for such benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2).
21.2.3      If the provisions of Sections 21.4 and 21.5 below require that, during any period that occurs in a subject Plan Year, the Plan's adjusted funding target attainment percentage for such subject Plan Year is considered to be 60% or more but less than 80% (such period being

101

Exhibit 10.14

referred to in this Subsection 21.2.3 as the “subject period”), then the following paragraphs of this Subsection 21.2.3 shall apply.
(a)      A Participant (or a beneficiary of a deceased Participant) may not elect an optional form of benefit that includes a prohibited payment, and the Plan shall not pay any prohibited payment, in connection with a vested Plan benefit that has a start date that falls in the subject period unless the present value (determined as of the start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of such form of payment does not exceed the lesser of (1) 50% of the present value (determined as of the initial start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of the benefit or (2) 100% of the PBGC maximum guarantee amount (determined as of the initial start date).
(i)      For purposes of this paragraph (a), the portion of the benefit that is being paid in a prohibited payment shall be determined under Treasury Regulations section 1.436-1(d(3)(iii)(B) and generally refers to the excess of each payment of the benefit over the smallest payment, including a payment of $0, that is made after the benefit's start date and during the Participant's lifetime (or, if the benefit paid under the Plan with respect to the Participant reflects only a death benefit payable to his beneficiary, during the beneficiary's lifetime) under the optional form of benefit.
(ii)      Further, and notwithstanding the foregoing provisions of this paragraph (a), if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of Subsection 21.2.5(a)(ii) or (iii) below, the present value of the Participant's Accrued Benefit shall be substituted for the present value of the benefit payable in the optional form of benefit that includes the prohibited payment in the foregoing provisions of this paragraph (a).
(b)      If a Participant (or his beneficiary under the Plan) requests, with respect to a vested Plan benefit (for purposes of this paragraph (b), the “subject benefit”) that becomes payable to the Participant (or his beneficiary) as of a certain start date that occurs in the subject period (for purposes of this paragraph (b), the “initial start date”), an optional form of payment (that is paid or begins to be paid as of the initial start date) that is not available because of the provisions of paragraph (a) immediately above (for purposes of this paragraph (b), the “prohibited optional form of benefit”), the Participant (or the beneficiary) may elect either: (1) to defer payment of the subject benefit in its entirety to a date that is later than the initial start date and that is otherwise permitted to be a start date for the subject benefit (but with such deferred benefit still subject as of the later start date to the limitations of this Section 21.2); or (2) to bifurcate the subject benefit into unrestricted and restricted portions and have both such portions paid as of the initial start date in accordance with subparagraphs (i) and (ii) immediately below.
(i)      If the Participant (or the beneficiary) elects to bifurcate the subject benefit, he may elect to receive the unrestricted portion of the subject benefit in any optional form of payment that would have otherwise been available under the Plan with respect to the subject benefit in its entirety if the limitations of this Subsection 21.2.3 did not apply (whether or not the optional form with respect to the unrestricted portion includes a prohibited payment). In such a case, if the Participant (or the beneficiary) elects payment of the unrestricted portion of the subject benefit in an optional form that includes a prohibited payment, he may elect payment of the restricted portion of the subject benefit in any optional form of payment under the Plan that does not include

102

Exhibit 10.14

a prohibited payment and that would have been permitted under the Plan with respect to the subject benefit in its entirety.
(ii)      For purposes of this paragraph (b), the “unrestricted” portion of the subject benefit shall be 50% of the amount payable under the prohibited optional form of benefit; but reduced, to the extent necessary, so that the present value (determined as of the initial start date and in accordance with the actuarial assumptions reflected in Code section 417(e)(3), as applied under the Plan) of the “unrestricted” portion of the subject benefit with respect to the prohibited optional form of benefit does not exceed the PBGC maximum guarantee amount (determined as of the initial start date). Also for purposes of this paragraph (b), the “restricted” portion of the subject benefit shall be the portion of the subject benefit that is not “unrestricted” under the terms of the immediately preceding sentence.
(c)      If the Participant (or his beneficiary under the Plan) receives a prohibited payment (or a series of prohibited payments under a single optional form of benefit) in accordance with the foregoing provisions of this Subsection 21.2.3, the Participant (or the beneficiary) cannot thereafter receive any additional prohibited payment during any period of consecutive Plan Years to which the limitations under either Subsection 21.2.1 above, Subsection 21.2.2 above, or this Subsection 21.2.3 apply.
(d)      For purposes of the foregoing provisions of this Subsection 21.2.3 and subject to the provisions of Treasury Regulations section 1.436-1(d)(3)(iv)(B), benefits provided to a Participant and his beneficiary under the Plan (including, for this purpose, an alternate payee under a qualified domestic relations order) are aggregated.
(e)      For purposes of this Subsection 21.2.3, the “PBGC maximum guarantee amount” is, with respect to a Participant and as of any start date that applies to the payment of a vested Plan benefit applicable to or with respect to the Participant, the present value (determined under guidance prescribed by the Pension Benefit Guaranty Corporation, using the interest and mortality assumptions under Code section 417(e)(3), as applied under the Plan) of the maximum benefit guarantee (based on the Participant's age at such start date) under section 4022 of ERISA for the Plan Year in which such start date occurs.
21.2.4      If, as of the latest possible start date that applies under the Plan to a vested benefit of a Participant's beneficiary under the Plan, any part of such benefit cannot be paid in an optional form of benefit that includes a prohibited payment to the beneficiary because of the foregoing provisions of this Section 21.2 but no other optional form of benefit otherwise applies to the beneficiary, then such benefit portion shall be paid to the beneficiary in the form of a single life annuity that commences as of such latest possible start date.
21.2.5      For all purposes of this Section 21.2 and the other provisions of this Article 21, the definitions contained in paragraphs (a), (b), and (c) immediately below shall apply.
(a)      A “prohibited payment” means, with respect to any Participant (or a beneficiary of the Participant under the Plan) and such person's vested benefit under the Plan, any amount of payment described in subparagraph (i), (ii), (iii), or (iv) below that is designated therein to be a prohibited payment.
(i)      When the start date of such benefit occurs during any period

103

Exhibit 10.14

in which a limitation under this Section 21.2 is in effect, the amount, if any, by which (1) any payment of such benefit for a month exceeds (2) the monthly amount of such benefit that would be paid were such benefit being provided to the Participant (or the beneficiary) in the form of a single life annuity that began on such benefit's start date shall be a prohibited payment. Notwithstanding the foregoing, in the case of a benefit payable to a beneficiary that is not an individual, the amount that is a prohibited payment is determined by substituting, in the immediately preceding sentence, the monthly amount payable in 240 months (beginning on such benefit's start date) that is actuarially equivalent to the benefit payable to the beneficiary for the monthly amount of the benefit that is otherwise described in clause (2) of the immediately preceding sentence.
(ii)      Any payment for the purchase of an irrevocable commitment from an insurer to pay any part of such benefit shall be a prohibited payment. Notwithstanding any other provision of this Section 21.2, if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of such a purchase of an irrevocable commitment, then the present value of the portion of the benefit that is being paid in a prohibited payment is the cost to the Plan of the irrevocable commitment.
(iii)      Any transfer of assets and liabilities of the Plan that are associated with such benefit to another plan maintained by an Affiliated Employer that is made to avoid or terminate the application of Code section 436's benefit limitations shall be a prohibited payment. Notwithstanding any other provision of this Section 21.2, if a prohibited payment applies to a benefit of a Participant (or his beneficiary) by reason of such a transfer of assets and liabilities, then the present value of the portion of the benefit that is being paid in a prohibited payment is the present value of the liabilities transferred (determined in accordance with Code section 414(l)).
(iv)      Any payment that is not described in subparagraphs (i), (ii), and (iii) immediately above but that is identified as a prohibited payment for purposes of Code section 436 or ERISA section 206(g) by the Internal Revenue Service in a revenue ruling, revenue procedure, notice, or other guidance published in the Internal Revenue Bulletin shall be considered a prohibited payment.
Notwithstanding the foregoing provisions of this paragraph (a), a prohibited payment shall not in any event be deemed to include the payment of a Participant's (or his beneficiary's) entire vested Plan benefit in a single sum payment (that is made as of such benefit's start date) when the present value of such benefit is $1,000 or less.
(b)      A “start date” means, with respect to any vested benefit payable under the Plan of a Participant (or his beneficiary under the Plan):
(i)      except as is provided in subparagraph (ii) or (iii) below and subject to the terms of Subsection 11.3.2 above, such benefit's “commencement date” as such term is described in Subsection 11.3.1 above;
(ii)      if a prohibited payment applies to such benefit by reason of Subsection 21.2.5(a)(ii) above, the date of the purchase of an irrevocable commitment from an insurer to pay any part of such benefit; or
(iii)      if a prohibited payment applies to such benefit by reason of Section 21.2.5(a)(iii) above, the date of the transfer to another plan of any assets and liabilities of

104

Exhibit 10.14

the Plan associated with such benefit.
(c)      A “single life annuity” means, with respect to any vested benefit payable under the Plan to a Participant (or his beneficiary under the Plan), an annuity under which monthly payments are made to the Participant (or the beneficiary) for such individual's life and end with the last monthly payment due prior to the date of such individual's death.
21.3      Limitation on Benefit Accruals . Subject to Sections 21.4 through 21.7 below, the following sentence of this Section 21.3 will apply to the Plan for any subject Plan Year. If the provisions of Sections 21.4 and 21.5 below require that during any period that occurs in a subject Plan Year (for purposes of this sentence, the “current subject Plan Year”) the Plan's adjusted funding target attainment percentage for the current subject Plan Year is considered to be less than 60% (and if, when the current subject Plan Year is the subject Plan Year that begins on January 1, 2009 or the subject Plan Year that begins on January 1, 2010, the Plan's adjusted funding target attainment percentage for the Plan Year beginning January 1, 2008 is also less than 60%), then, except to the extent exempted from the limitations on additional benefit accruals under Treasury Regulations section 1.436-1(e)(2), benefit accruals under the Plan shall cease for such period (and the Plan shall not be amended during such period in a manner that would increase the liabilities of the Plan by reason of an increase to benefits or the establishment of new benefits).
21.4      Rules for Applying Limitations for Periods Prior To and After Certification .
21.4.1      For any period that occurs in a subject Plan Year and for which a presumption under Section 21.5 below applies to the Plan, the limitations applicable under Sections 21.1, 21.2, and 21.3 above shall apply to the Plan for such period as if the adjusted funding target attainment percentage for such subject Plan Year were the presumed adjusted funding target attainment percentage for such subject Plan Year that is determined to apply during such period under the rules of Section 21.5 below (but as updated in accordance with Treasury Regulations section 1.436-1(g)(2)).
21.4.2      If no presumption under Section 21.5 below applies to the Plan for any period that occurs in a subject Plan Year and before the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for such subject Plan Year, then: (a) the limitations on Plan amendments increasing benefit liabilities under Section 21.1 above during that period shall be applied by following the rules of Treasury Regulations section 1.436-1(g)(2)(iii), based on an inclusive presumed adjusted funding target that is determined using the preceding Plan Year's certified adjusted funding target attainment percentage; and (b) the limitations on the payment of accelerated benefits under Section 21.2 above and the limitations on the accrual of benefits under Section 21.3 above shall not apply to the Plan (even if there is an expectation that either such section will apply to the Plan once a certification of the Plan's adjusted funding target attainment percentage for such Plan Year is issued).
21.4.3      The rules of Subsections 21.4.1 and 21.4.2 above shall no longer apply to the Plan for the period in a subject Plan Year that begins on the date the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year, provided that the certification is issued before the first day of the tenth month of such subject Plan Year. Instead, upon the issuance of the Plan's enrolled actuary's certification of the adjusted funding target percentage of the Plan for such subject Plan Year (when such order is issued before

105

Exhibit 10.14

the first day of the tenth month of such subject Plan Year), the rules set forth in paragraphs (a), (b), and (c) below shall apply to the Plan.
(a)      The limitations of Section 21.1 above shall be applied for any Plan amendment that takes effect on any date (or, if later, that is adopted on any date) that falls in the period in a subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year and ends on the last day of such subject Plan Year, using the certified adjusted funding target attainment percentage of the Plan for such subject Plan Year.
(b)      The limitations of Section 21.2 above shall be applied for distributions with start dates that fall in the period in a subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification of the adjusted funding target percentage of the Plan for such subject Plan Year and ends on the last day of such subject Plan Year, using the certified adjusted funding target attainment percentage of the Plan for such subject Plan Year.
(c)      Any prohibition on benefit accruals under Section 21.3 above for a subject Plan Year that results from the Plan's enrolled actuary's certification that the Plan's adjusted funding target attainment percentage for such subject Plan Year is less than 60% is effective for the period in such subject Plan Year that begins on the date of such certification and ends on the last day of such subject Plan Year; similarly, any prohibition on benefit accruals under Section 21.3 above for a subject Plan Year will cease to be effective for the period in such subject Plan Year that begins on the date on which the Plan's enrolled actuary issues a certification that the Plan's adjusted funding target attainment percentage for such subject Plan Year is at least 60% and ends on the last day of such subject Plan Year.
21.4.4      Except to the extent otherwise required in final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, the Plan's enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for a Plan: (a) shall not affect the application of any limitation under Section 21.1 above to a Plan amendment that increases the Plan's liability for benefits where the amendment is first effective during a period to which the rules of Subsection 21.4.1 or 21.4.2 above applied; (b) shall not affect the application of any limitation under Section 21.2 above for distributions with start dates that fall in a period that occurred before the certification; and (c) shall not affect the application of any limitation under Section 21.3 above during any period that occurred prior to the date of that certification.
21.4.5      Notwithstanding any provision of Sections 21.1, 21.2, and 21.3 above or any other provision of this Article 21:
(a)      any limitation set forth in any provision of Sections 21.1, 21.2, and 21.3 above or any other provision of this Article 21 that otherwise would apply for any period in a subject Plan Year shall not apply to such period and shall instead be avoided for such period to the extent that the provisions of Code section 436, ERISA section 206(g), and/or any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including Treasury Regulations section 1.436-1(f), provide for such limitation's nonapplicability and avoidance for such period;

106

Exhibit 10.14

(b)      all actions required to be taken by the Plan or the Employer under any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including required actions described in Treasury Regulations section 1.436-1(a)(5) and Treasury Regulations section 1.436-1(g) to reduce any funding standard carryover balance and prefunding balance of the Plan, shall be taken by the Plan or the Employer (as appropriate); and
(c)      all actions permitted but not required to be taken by the Plan or the Employer under any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, including the making of additional contributions to the Plan as permitted under Treasury Regulations section 1.436-1(f), may be taken by the Plan or the Employer (as appropriate) in such party's discretion.
21.5      Presumed Underfunding for Benefit Limit Purposes and Certification of Adjusted Funding Target Attainment Percentage . Subsections 21.5.1 through 21.5.4 immediately below shall apply to any subject Plan Year (for purposes of this Section 21.5, the “current subject Plan Year”).
21.5.1      If a limitation under Section 21.1, 21.2, or 21.3 above applies to the Plan as of the last day of the Plan Year that immediately precedes the current subject Plan Year (for purposes of this Section 21.5, the “preceding Plan Year”), then paragraphs (a), (b), and (c) immediately below shall apply.
(a)      If the Plan's enrolled actuary has issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year before the first day of the current subject Plan Year, then, unless otherwise treated under Treasury Regulations section 1.436-1(h)(1)(ii)(B) as if such preceding Plan Year certification was not made (because the certification was made after the first day of the tenth month of that preceding Plan Year and failed to take into effect the Plan amendments that became effective during the preceding Plan Year but before such certification (and any associated contributions described as section 436 contributions in final Treasury regulations issued under Code section 436)), the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the current subject Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the preceding Plan Year's certified adjusted funding target attainment percentage.
(b)      If the Plan's enrolled actuary has not issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year before the first day of the current subject Plan Year, then the Plan's adjusted funding target attainment percentage for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the current subject Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the presumed adjusted funding target attainment percentage that applied on the last day of the preceding Plan Year (which generally means that, if the preceding Plan Year lasted for more than nine months, the Plan's presumed adjusted funding target attainment percentage for the

107

Exhibit 10.14

current subject Plan Year shall, for the period in the current subject Plan Year that is described above, be presumed to be less than 60%).
(c)      If the Plan's enrolled actuary has issued a certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year on or after the first day of the current subject Plan Year but before the first day of the fourth month of the current subject Plan Year, then the Plan's adjusted funding target attainment percentage for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the date of that certification of the preceding Plan Year's adjusted funding target attainment percentage and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the next date on which such a percentage is presumed to apply under the subsequent provisions of this Section 21.5, be presumed to be equal to the certified adjusted funding target attainment percentage of the Plan for the preceding Plan Year.
21.5.2      If the actual adjusted funding target attainment percentage of the Plan for the preceding Plan Year was certified to be at least 60% but less than 70%, or was certified to be at least 80% but less than 90% (or, if the preceding Plan Year began before January 1, 2008, was certified to be less than 90%), and if the Plan's enrolled actuary has not issued a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year by the first day of the fourth month of the current subject Plan Year, then the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the later of the first day of the fourth month of the current subject Plan Year or the date of the certification of the Plan's adjusted funding target attainment percentage for the preceding Plan Year and ends on the date immediately preceding the earlier of the date on which the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year or the first day of the tenth month of the current subject Plan Year, be presumed to be equal to 10% less than the Plan's certified adjusted funding target attainment percentage for the preceding Plan Year.
21.5.3      If the Plan's enrolled actuary fails to issue a certification of the Plan's adjusted funding target attainment percentage for the current subject Plan Year before the first day of the tenth month of the current subject Plan Year, then the adjusted funding target attainment percentage of the Plan for the current subject Plan Year shall, for the period in the current subject Plan Year that begins on the first day of the tenth month of the current subject Plan Year and ends on the last day of the current subject Plan Year, be presumed to be less than 60%.
21.5.4      The Plan's enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for any Plan Year must, in order to be effective for purposes of this Article 21, be made in writing and provided to the Committee. Except as provided in paragraph (a) below, such certification shall set forth a specific percent as the Plan's adjusted funding target attainment percentage. Paragraphs (a) and (b) below shall apply to any enrolled actuary's certification of the Plan's adjusted funding target attainment percentage for any Plan Year.
(a)      During any Plan Year, the Plan's enrolled actuary may (but is not required to) issue a certification that the Plan's adjusted funding target attainment percentage for such Plan Year is either 60% or higher but less than 80%, 80% or higher, or 100% or higher (but does not set forth a specific percent as the Plan's adjusted funding target attainment percentage for

108

Exhibit 10.14

such Plan Year). Any such certification (for purposes of this Subsection 21.5.4, a “range certification”) shall have the effect described in final regulations issued by the Secretary of the Treasury or his delegate under Code section 436 and thereby: (i) while such range certification is in effect, the Plan shall be deemed to have a certified adjusted funding target attainment percentage at the smallest value within the applicable range; and (ii) such range certification shall remain in effect only until the earlier of the date a subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year is issued by the Plan's enrolled actuary or the end of such Plan Year (and, if no subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year that is other than a range certification is issued by the Plan's enrolled actuary by the end of such Plan Year, the Plan's adjusted funding target attainment percentage for the period in such Plan Year that begins on the first day of the tenth month of such Plan Year shall retroactively be deemed to be less than 60%).
(b)      If the Plan's enrolled actuary provides a certification of the Plan's adjusted funding target attainment percentage for any Plan Year (including a range certification) and that certified percentage is superseded by a subsequent certification of the Plan's adjusted funding target attainment percentage for such Plan Year or is otherwise changed by the requirements of any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, the later certified percentage must be applied. The effect of such a change in percentages on the application of the rules of this Article 21 for the period during which the Plan's operation was based on the prior percentage shall be determined under final regulations issued by the Secretary of the Treasury or his delegate under Code section 436.
21.6      Adjusted Funding Target Attainment Percentage . For purposes of this Article 21, “adjusted funding target attainment percentage” shall have the meaning ascribed to it by Code section 436(j)(2) and ERISA section 206(g)(9) and final regulations issued by the Secretary of the Treasury or his delegate under Code section 436. In general terms, but still subject to the more detailed provisions of such Code section, such ERISA section, and such regulations, the adjusted funding target attainment percentage for any subject Plan Year is the fraction (expressed as a percentage) that has:
21.6.1      a numerator equal to the Plan's assets, as adjusted in certain cases for several items, including subtracting therefrom any funding standard carryover balance and prefunding balance of the Plan's funding standard account and adding thereto the aggregate amount of purchases of annuities for Participants who are not Highly Compensated Employees which were made by the Plan in the preceding two Plan Years (for purposes of this Subsection 21.7.1, the “prior annuity purchases”) to the extent not included in Plan assets for purposes of Code section 430; and
21.6.2      a denominator equal to the Plan's funding target (under Code section 430(d) or (i) and ERISA section 303(d) or (i), as applicable, but without regard to the at-risk rules under Code section 430(i) and ERISA section 303(i)) for the subject Plan Year, increased by the prior annuity purchases.
21.7      Regulations . The provisions of this Article 21 shall be interpreted in a manner that is consistent with any final regulations issued by the Secretary of the Treasury or his delegate under Code section 436, except to the extent such regulations directly and clearly conflict with the foregoing provisions of this Article 21.

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Exhibit 10.14

ARTICLE 22
NON-QUALIFIED EXCESS PLAN

This Article 22 shall provide benefits separate from the benefits provided by the Tax-Qualified Plan and is being set forth in this document only for the convenience of using the Tax-Qualified Plan's provisions in determining the terms and benefits of this Article 22. In fact, notwithstanding any other provisions of the Tax-Qualified Plan, this Article 22 shall be deemed to be separate from the Tax-Qualified Plan (as set forth in the other Articles of this document) and shall be named the Cincinnati Bell Excess Plan (for purposes of this Article 22, the “Excess Plan”). All benefits provided under this Article 22 shall be deemed to be provided not by the Tax-Qualified Plan but instead by the Excess Plan.
The provisions of this Article 22 are effective as of January 1, 2005. For any period prior to such date, the provisions of the Plan as in effect during such period, without regard to this amendment and restatement, apply to benefits designated under the Plan as non-qualified excess benefits. Specifically, for the period from the Effective Amendment Date through December 31, 2004, such benefits were provided pursuant to the provisions of Section 18.15 of the Plan as in effect for such period.
22.1      Purpose of Excess Plan . The Excess Plan is intended to provide certain highly compensated Participants with supplemental retirement benefits to replace certain benefits not provided to them under the Tax-Qualified Plan due to certain legal and other limits that apply under the Tax-Qualified Plan. The Excess Plan is intended to be an unfunded deferred compensation plan for a select group of highly compensated employees (within the meaning of title I of ERISA) of the Participating Companies and is not intended to be a plan subject to section 401(a) of the Code.
22.2      Definitions . For purposes of the Excess Plan, the “Tax-Qualified Plan” means the plan as set forth in the remainder of this document (other than this Article 22), which plan is intended to be a plan that qualifies as a plan under section 401(a) of the Code. Except where the context otherwise requires, any reference in the Tax-Qualified Plan to a benefit or a payment shall not be deemed to be referring to a benefit or payment made under the Excess Plan. Further, all capitalized terms that are used in this Article 22 and that are defined in Article 2 of the Tax-Qualified Plan shall have the same meanings as they do in such Article 2.
22.3      Benefits .
22.3.1      Subject to the provisions of Section 22.2 below, to the extent that the benefit that would otherwise be payable to a Participant under the Tax-Qualified Plan (if it were payable in the form of a single sum payment made as of the date next following the date on which the Participant separates from service with the Participating Companies) is reduced from what it would be because of a limitation contained in Section 10.1 of the Tax-Qualified Plan (or any other provision of the Tax-Qualified Plan that carries into effect the requirements of Code section 415), then the single sum amount by which such benefit is so limited (for purposes of this Article 22, the “Excess Plan Benefit”) shall be payable in fifteen annual installments (or, if less, a number of installments equal to the result, rounded up to the nearest whole number, obtained by dividing the Excess Plan Benefit by $25,000) that commence as of the date determined in accordance with the provisions of Subsections 22.3.3 and 22.3.4 below (and under which each installment other than the first

110

Exhibit 10.14

installment shall be paid as of an annual anniversary of the benefit's initial commencement date and shall be credited with assumed interest, at the rate called for under Subsection 5.4.1 or 5.4.2 of the Tax-Qualified Plan, as the case may be, for the period from the initial commencement date of the Excess Plan Benefit to the applicable installment's payment date).
22.3.2      Notwithstanding the provisions of Subsection 22.3.1 above, if a Participant's Excess Plan Benefit is in excess of $25,000, the amount of the first installment of such benefit shall be increased, and the amount of the last installment of such benefit shall be decreased, by the Federal Insurance Contributions Act tax imposed under Code sections 3101, 3121(a), and 3121(v)(2) with respect to the Participant's Excess Plan Benefit (or, if less, by the amount by which the Excess Plan Benefit exceeds $25,000).
22.3.3      Prior to January 1, 2009, a Participant's Excess Plan Benefit shall commence to be paid as of the earlier of (a) the date as of which his retirement benefit under the Tax-Qualified Plan begins to be paid (or, if later, the date next following the date on which the Participant separates from service with the Participating Companies) or (b) the date next following the date of the Participant's death. Effective January 1, 2009, in the event that a Participant's Excess Plan Benefit has not commenced to be paid as of any date prior to January 1, 2009, the Participant's Excess Plan Benefit shall commence to be paid as of the first day of the first month that begins after the date on which the Participant separates from service with the Participating Companies (or, if later, as of January 1, 2009).
22.3.4      Notwithstanding the provisions of Subsection 22.3.3 above, if a Participant is a specified employee on the date he is deemed to have separated from service from the Participating Companies, then the date as of which the initial installment payment of the Participant's Excess Plan Benefit shall be paid shall be deferred until, and shall be paid as of, the date immediately following the date which is six months after the date he so separates from service.
(a)      For purposes of the provisions of this Subsection 22.3.4, a Participant shall be deemed to be a “specified employee” on each and any day that occurs during any twelve month period that begins on an April 1 and ends on the next following March 31 (for purposes of this paragraph (a), the “subject period”) if, and only if, (i) on any day that occurs in the twelve month period (for purposes of this paragraph (a), the “identification period”) that ends on the latest identification date that precedes the start of the subject period any corporation or organization that is then an Affiliated Employer has stock which is publicly traded on an established securities market (within the meaning of Treasury Regulations section 1.897-1(m)) or otherwise and (ii) the Participant is a key employee for the identification period (as determined under the provisions of Subsection 17.1.3 of the Tax-Qualified Plan and as if the identification period were a plan year of the Tax-Qualified Plan).
(b)      Also for purposes of the provisions of this Subsection 22.3.4, the “identification date” means December 31. In this regard, the Company has elected that December 31 serve as the identification date for purposes of determining specified employees in accordance with the provisions of Treasury Regulations section 1.409A-1(i).
22.3.5      All installment payments of a Participant's Excess Plan Benefit shall be paid to the Participant if he is still living at the time of the payment. If the Participant is not living at the time of any installment payment of his Excess Plan Benefit, it shall be paid to any beneficiary

111

Exhibit 10.14

whom he designates in a writing to the Committee prior to his death (or, if none, to his estate).
22.3.6      Notwithstanding any other provision of the Excess Plan, a Participating Company shall have the right (without notice to or approval by a Participant, his beneficiary, or any other person) to withhold from any amounts otherwise payable by the Participating Company to or on account of the Participant, or from any payment otherwise then being made by the Participating Company to the Participant, his beneficiary, or any other person by reason of the Excess Plan, an amount which the Participating Company determines is sufficient to satisfy all Federal, state, local, and foreign tax withholding requirements that may apply with respect to such benefit payment made under the Excess Plan. To the extent such tax withholding requirements are satisfied from any payment otherwise then being made by the Participating Company to the Participant, his beneficiary, or any other person by reason of the Excess Plan, the amount so withheld shall be deemed a distribution to the Participant, his beneficiary, or such other person, as the case may be.
22.3.7      The other provisions of this Section 22.3 indicate that any payment that is made under the Excess Plan shall occur “as of” a specific date. However, in accordance with the provisions of Treasury Regulations section 1.409A-3(d) and in order to permit a reasonable administrative period for the Participating Companies to make payments required under the Excess Plan, and notwithstanding any other provision of this Section 22.3 or any other provision of the Excess Plan, any payment that is made under the Excess Plan to or with respect to a Participant shall be deemed to have been made as of the specific date as of which it is to be paid under the other provisions of the Excess Plan as long as it is made on such date or a later date within the same tax year of the Participant (or, if later, by the 15 th day of the third calendar month following such specified date).
22.4      Funding Method .
22.4.1      Except as is otherwise provided in the Excess Plan, all payments of any benefit provided under the Excess Plan to or on account of a Participant shall be made from the general assets of the Participating Company which last employed the Participant as an Employee. Notwithstanding any other provision of the Excess Plan, neither the Participant, his beneficiary, nor any other person claiming through the Participant shall have any right or claim to any payment of the benefit to be provided pursuant to the Excess Plan which in any manner whatsoever is superior to or different from the right or claim of a general and unsecured creditor of such Participating Company.
22.4.2      Notwithstanding the provisions of Subsection 22.4.1 above, the Company may, in its sole and absolute discretion, establish a trust (for purposes of this Subsection 22.4.2, the “Excess Plan Trust”) to which contributions may be made by a Participating Company in order to fund the Participating Company's obligations under the Excess Plan. If, and only if, the Company exercises its discretion to establish an Excess Plan Trust, the following paragraphs of this Subsection 22.4.2 shall apply (notwithstanding any other provision of the Excess Plan).
(a)      The part of the Excess Plan Trust attributable to any Participating Company's contributions to such trust (for purposes of this Subsection 22.4.2, such Participating Company's “Excess Plan Trust account”) shall be a “grantor” trust under the Code, in that such Participating Company shall be treated as the grantor of such Participating Company's Excess Plan Trust account within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code.

112

Exhibit 10.14

(b)      Any Participating Company's Excess Plan Trust account shall be subject to the claims of such Participating Company's creditors in the event of such Participating Company's insolvency. For purposes hereof, a Participating Company shall be considered “insolvent” if either (i) such Participating Company is unable to pay its debts as they become due or (ii) such Participating Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
(c)      Except as may otherwise be required by the terms of the Excess Plan Trust itself, a Participating Company may make contributions to its Excess Plan Trust account for the purposes of meeting its obligations under the Excess Plan at any time, and in such amounts, as such Participating Company determines in its discretion.
(d)      Any payment otherwise required to be made by a Participating Company under the Excess Plan shall be made by such Participating Company's Excess Plan Trust account instead of such Participating Company in the event that such Participating Company fails to make such payment directly and such Participating Company's Excess Plan Trust account then has sufficient assets to make such payment, provided that such Participating Company is not then insolvent. If such Participating Company becomes insolvent, however, then all assets of such Participating Company's Excess Plan Trust account shall be held for the benefit of such Participating Company's creditors and payments from such Participating Company's Excess Plan Trust account shall cease or not begin, as the case may be.
(e)      Unless and except to the extent any payment required to be made pursuant to the Excess Plan by a Participating Company is made by such Participating Company's Excess Plan Trust account, the obligation to make such payment remains exclusively that of such Participating Company.
(f)      The terms of the Excess Plan Trust are hereby incorporated by reference into the Excess Plan. To the extent the terms of the Excess Plan conflict with the terms of the Excess Plan Trust, the terms of the Excess Plan Trust shall control.
22.5      Administration of and Claims Procedures under Excess Plan . The provisions of Article 13 of the Tax-Qualified Plan, which Article concerns plan administrative matters, shall apply to the Excess Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan), except that any provisions of such Article 13 that involve the Trust, the Trust Fund, or funding of the Plan shall not apply in any manner to the Excess Plan. In addition, the provisions of Article 14 of the Tax-Qualified Plan, which Article concerns claims and appeal procedures, shall apply to the Excess Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan).
22.6      Amendment and Termination of Excess Plan . Subject to any collective bargaining requirements under applicable law, the Company may amend the Excess Plan at any time and from time to time in any respect or terminate part or all of the Excess Plan at any time; provided that no such amendment or termination shall affect the payment (in accordance with the provisions of the Excess Plan) of each Participant's accrued benefit under the Excess Plan as determined as of the later of the effective date of the Excess Plan's amendment or termination or the date the amendment or termination is adopted. For purposes of this Section 22.6, a Participant's “accrued benefit under the Excess Plan” means, as of any date, the Excess Plan Benefit that would have applied under the Excess Plan to the Participant if he had permanently ceased to be an Employee no later than such

113

Exhibit 10.14

date. The procedure for the Company to amend or terminate the Excess Plan shall be the same procedures for amending or terminating the Tax-Qualified Plan that are set forth in Section 15.6 of the Tax-Qualified Plan (as if, for this purpose, the Excess Plan were the Tax-Qualified Plan).
22.7      Miscellaneous .
22.7.1      Except to the extent required by applicable law, no Participant (or beneficiary of his) may alienate, commute, anticipate, assign, pledge, encumber, transfer, or dispose of the right to receive the payments required to be made under the Excess Plan, which payments and the right to receive them are expressly declared to be nonassignable and nontransferable. In the event of any attempt to alienate, commute, anticipate, assign, pledge, encumber, transfer, or dispose of the right to receive the payments required to be made under the Excess Plan, no Participating Company shall have any further obligation to make any payments otherwise required of it under the Excess Plan (except to the extent required by applicable law).
22.7.2      Notwithstanding the provisions of Subsection 22.7.1 above, any benefit payment otherwise due to a Participant under the Excess Plan shall be made to a person other than the Participant to the extent necessary to fulfill a domestic relations order (as defined in Code section 414(p)(1)(B)).
22.7.3      Nothing contained in the Excess Plan shall give any spouse or former spouse of a Participant any right to benefits under the Plan of the types described in Code sections 401(a)(11) and 417 (relating to qualified preretirement survivor annuities and qualified joint and survivor annuities).
22.7.4      For all purposes of the Excess Plan, a Participant shall be deemed to have separated from service with the Participating Companies on the date he dies, retires, or otherwise has a separation from service with the Participating Companies' controlled group. The following paragraphs of this Subsection 22.7.4 shall apply in determining when a Participant has incurred a separation from service with the Participating Companies' controlled group.
(a)      The Participant's service with the Participating Companies' controlled group shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence where there is a reasonable expectation that the Participant will return to perform services for the Participating Companies' controlled group (but not beyond the later of the date on which the leave has lasted for six months or the date on which the Participant no longer retains a right of reemployment with the Participating Companies' controlled group under an applicable statute or by contract).
(b)      For purposes of the Excess Plan, a separation from service of the Participant with the Participating Companies' controlled group as of any date shall be determined to have occurred when, under all facts and circumstances, the Participating Companies and the Participant reasonably anticipate that either (i) no further services will be performed by the Participant for the Participating Companies' controlled group after such date or (ii) the level of bona fide services the Participant will perform for the Participating Companies' controlled group after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) by the Participant for the Participating Companies' controlled group

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Exhibit 10.14

over the immediately preceding 36-month period (or the full period of the Participant's service for the Participating Companies' controlled group if such period has been less than 36 months).
(c)      For purposes of this Subsection 22.7.4, the “Participating Companies' controlled group” means, collectively, (i) each Participating Company and (ii) each other corporation or other organization that is deemed to be a single employer with a Participating Company under section 414(b) or (c) of the Code ( i.e. , as part of a controlled group of corporations that includes a Participating Company or under common control with a Participating Company), provided that such Code sections will be applied and interpreted by substituting “at least 50 percent” for each reference to “at least 80 percent” that is contained in Code section 1563(a)(1), (2), and (3) and in Treasury Regulations section 1.414(c)-2.
22.7.5      The provisions of (a) Section 2.2 of the Tax-Qualified Plan (which section provides that words used in any gender include all other genders, and that the singular shall include the plural and vice versa, as the context may require), (b) Section 18.5 of the Tax-Qualified Plan (which section concerns the party or parties that have authority to act for the Company), (c) Section 18.6 of the Tax-Qualified Plan (which section concerns the effect of the Tax-Qualified Plan on employment rights), (d) Section 18.7 of the Tax-Qualified Plan (which section concerns applicable law), (e) Section 18.8 of the Tax-Qualified Plan (which section concerns the separability of Tax-Qualified Plan provisions), (f) Section 18.9 of the Tax-Qualified Plan (which section concerns the effect of counterparts of the Tax-Qualified Plan), (g) Section 18.10 of the Tax-Qualified Plan (which section concerns the effect of Tax-Qualified Plan headings), and (h) Section 18.13 of the Tax-Qualified Plan (which section concerns the administrator and sponsor of the Tax-Qualified Plan) shall all apply to the Excess Plan (as if, for these purposes, the Excess Plan were the Tax-Qualified Plan).
22.7.6      The Excess Plan is intended to satisfy and comply with all of the requirements of section 409A of the Code and any Treasury regulations issued thereunder. The provisions of the Excess Plan shall be interpreted and administered in accordance with such intent.

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Exhibit 10.14

SIGNATURE PAGE


IN WITNESS WHEREOF, Cincinnati Bell Inc., the sponsor of the Plan, has hereunto caused its name to be subscribed to this complete amendment and restatement of the Plan effective for all purposes as of January 1, 2002 (or as otherwise provided herein).


CINCINNATI BELL INC.


By: /s/ Christopher J. Wilson

Title: Vice President, General Counsel & Secretary

Date: 1/25/11





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Exhibit 10.14

Table 1
Annuity values before age 65 are deferred to age 65
Annuity values age 65 and over are immediate values
Whole Months
Whole Years
1
2
3
4
5
6
7
8
9
10
11
20
0.891177
0.895287
0.899398
0.903508
0.907618
0.911728
0.915839
0.919949
0.924059
0.928169
0.932280
0.936390
21
0.940500
0.944833
0.949167
0.953500
0.957833
0.962167
0.966500
0.970833
0.975167
0.979500
0.983833
0.988167
22
0.992500
0.997075
1.001650
1.006225
1.010800
1.015375
1.019950
1.024525
1.029100
1.033675
1.038250
1.042825
23
1.047400
1.052233
1.057067
1.061900
1.066733
1.071567
1.076400
1.081233
1.086067
1.090900
1.093733
1.100567
24
1.105400
1.110492
1.115583
1.120675
1.125767
1.130858
1.135950
1.141042
1.146133
1.151225
1.156317
1.161408
25
1.166500
1.171883
1.177267
1.182650
1.188033
1.193417
1.198800
1.204183
1.209567
1.214950
1.220333
1.225717
26
1.231100
1.236792
1.242483
1.248175
1.253867
1.259558
1.265250
1.270942
1.276633
1.282325
1.288017
1.293708
27
1.299400
1.305400
1.311400
1.317400
1.323400
1.329400
1.335400
1.341400
1.347400
1.353400
1.359400
1.365400
28
1.371400
1.377733
1.384067
1.390400
1.396733
1.403067
1.409400
1.415733
1.422067
1.428400
1.434733
1.441067
29
1.447400
1.454092
1.460783
1.467475
1.474167
1.480858
1.487550
1.494242
1.500933
1.507625
1.514317
1.521008
30
1.527700
1.534767
1.541833
1.548900
1.555967
1.563033
1.570100
1.577167
1.584233
1.591300
1.598367
1.605433
31
1.612500
1.619958
1.627417
1.634875
1.642333
1.649792
1.657250
1.664708
1.672167
1.679625
1.687083
1.694542
32
1.702000
1.709883
1.717767
1.725650
1.733533
1.741417
1.749300
1.757183
1.765067
1.772950
1.780833
1.788717
33
1.796600
1.804925
1.813250
1.821575
1.829900
1.838225
1.846550
1.854875
1.863200
1.871525
1.879850
1.888175
34
1.896500
1.905292
1.914083
1.922875
1.931667
1.940458
1.949250
1.958042
1.966833
1.975625
1.984417
1.993208
35
2.002000
2.011300
2.020600
2.029900
2.039200
2.048500
2.057800
2.067100
2.076400
2.085700
2.095000
2.104300
36
2.113600
2.123417
2.133233
2.143050
2.152867
2.162683
2.172500
2.182317
2.192133
2.201950
2.211767
2.221583
37
2.231400
2.241775
2.252150
2.262525
2.272900
2.283275
2.293650
2.304025
2.314400
2.324775
2.335150
2.345525
38
2.355900
2.366867
2.377833
2.388800
2.399767
2.410733
2.421700
2.432667
2.443633
2.454600
2.465567
2.476533
39
2.487500
2.499092
2.510683
2.522275
2.533867
2.545458
2.557050
2.568642
2.580233
2.591825
2.603417
2.615008
40
2.626600
2.638858
2.651117
2.663375
2.675633
2.687892
2.700150
2.712408
2.724667
2.736925
2.749183
2.761442
41
2.773700
2.786667
2.799633
2.812600
2.825567
2.838533
2.851500
2.864467
2.877433
2.890400
2.903367
2.916333
42
2.929300
2.943017
2.956733
2.970450
2.984167
2.997883
3.011600
3.025317
3.039033
3.052750
3.066467
3.080183
43
3.093900
3.108433
3.122967
3.137500
3.152033
3.166567
3.181100
3.195633
3.210167
3.224700
3.239233
3.253767
44
3.268300
3.495942
3.723583
3.951225
4.178867
4.406508
4.634150
4.861792
5.089433
5.317075
5.544717
5.772358
45
6.000000
6.042500
6.085000
6.127500
6.170000
6.212500
6.255000
6.297500
6.340000
6.382500
6.425000
6.467500



117

Exhibit 10.14

Table 1
Annuity values before age 65 are deferred to age 65
Annuity values age 65 and over are immediate values
Whole Months
Whole Years
1
2
3
4
5
6
7
8
9
10
11
46
6.510000
6.550000
6.590000
6.630000
6.670000
6.710000
6.750000
6.790000
6.830000
6.870000
6.910000
6.950000
47
6.990000
7.029167
7.068333
7.107500
7.146667
7.185833
7.225000
7.264167
7.303333
7.342500
7.381667
7.420833
48
7.460000
7.498333
7.536667
7.575000
7.613333
7.651667
7.690000
7.728333
7.766667
7.805000
7.843333
7.881667
49
7.920000
7.955833
7.991667
8.027500
8.063333
8.099167
8.135000
8.170833
8.206667
8.242500
8.278333
8.314167
50
8.350000
8.340000
8.330000
8.320000
8.310000
8.300000
8.290000
8.280000
8.270000
8.260000
8.250000
8.240000
51
8.230000
8.327500
8.425000
8.522500
8.620000
8.717500
8.815000
8.912500
9.010000
9.107500
9.205000
9.302500
52
9.400000
9.389167
9.378333
9.367500
9.356667
9.345833
9.335000
9.324167
9.313333
9.302500
9.291667
9.280833
53
9.270000
9.258333
9.246667
9.235000
9.223333
9.211667
9.200000
9.188333
9.176667
9.165000
9.153333
9.141667
54
9.130000
9.118333
9.106667
9.095000
9.083333
9.071667
9.060000
9.048333
9.036667
9.025000
9.013333
9.001667
55
8.990000
8.975000
8.960000
8.945000
8.930000
8.915000
8.900000
8.885000
8.870000
8.855000
8.840000
8.825000
56
8.810000
8.795000
8.780000
8.765000
8.750000
8.735000
8.720000
8.705000
8.690000
8.675000
8.660000
8.645000
57
8.630000
8.615000
8.600000
8.585000
8.570000
8.555000
8.540000
8.525000
8.510000
8.495000
8.480000
8.465000
58
8.450000
8.434167
8.418333
8.402500
8.386667
8.370833
8.355000
8.339167
8.323333
8.307500
8.291667
8.275833
59
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
60
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
61
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
62
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
63
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
64
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
65
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
66
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
67
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
68
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
69
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
8.260000
70
8.260000
 
 
 
 
 
 
 
 
 
 
 

118

Exhibit 10.14



Table 1a
Annuity values are deferred to age 65
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Age (in
 
Term of Employment (in completed whole years) at 12/31/96 *
 
 
 
whole years)*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
at 12/31/96
0-9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25+
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
 
0.856272
0.880279
0.912290
0.944300
0.976310
1.008320
1.040330
1.072340
1.104351
1.136361
1.168371
1.200381
1.232391
1.264401
1.296411
1.328422
1.360432
19
 
0.903602
0.928937
0.962716
0.996496
1.030275
1.064055
1.097834
1.131614
1.165393
1.199173
1.232952
1.266732
1.300512
1.334291
1.368071
1.401850
1.435630
20
 
0.953559
0.980295
1.015942
1.051589
1.087236
1.122883
1.158530
1.194177
1.229824
1.265471
1.301118
1.336766
1.372413
1.408060
1.443707
1.479354
1.515001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21
 
1.006335
1.034550
1.072170
1.109790
1.147410
1.185030
1.222650
1.260270
1.297890
1.335510
1.373130
1.410750
1.448370
1.485990
1.523610
1.561230
1.598850
22
 
1.061975
1.091750
1.131450
1.171150
1.210850
1.250550
1.290250
1.329950
1.369650
1.409350
1.449050
1.488750
1.528450
1.568150
1.607850
1.647550
1.687250
23
 
1.120718
1.152140
1.194036
1.235932
1.277828
1.319724
1.361620
1.403516
1.445412
1.487308
1.529204
1.571100
1.612996
1.654892
1.696788
1.738684
1.780580
24
 
1.182778
1.215940
1.260156
1.304372
1.348588
1.392804
1.437020
1.481236
1.525452
1.569668
1.613884
1.658100
1.702316
1.746532
1.790748
1.834964
1.879180
25
 
1.248155
1.283150
1.329810
1.376470
1.423130
1.469790
1.516450
1.563110
1.609770
1.656430
1.703090
1.749750
1.796410
1.843070
1.889730
1.936390
1.983050
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
 
1.317277
1.354210
1.403454
1.452698
1.501942
1.551186
1.600430
1.649674
1.698918
1.748162
1.797406
1.846650
1.895894
1.945138
1.994382
2.043626
2.092870
27
 
1.390358
1.429340
1.481316
1.533292
1.585268
1.637244
1.689220
1.741196
1.793172
1.845148
1.897124
1.949100
2.001076
2.053052
2.105028
2.157004
2.208980
28
 
1.467398
1.508540
1.563396
1.618252
1.673108
1.727964
1.782820
1.837676
1.892532
1.947388
2.002244
2.057100
2.111956
2.166812
2.221668
2.276524
2.331380
29
 
1.548718
1.592140
1.650036
1.707932
1.765828
1.823724
1.881620
1.939516
1.997412
2.055308
2.113204
2.171100
2.228996
2.286892
2.344788
2.402684
2.460580
30
 
1.634639
1.680470
1.741578
1.802686
1.863794
1.924902
1.986010
2.047118
2.108226
2.169334
2.230442
2.291550
2.352658
2.413766
2.474874
2.535982
2.597090
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
 
1.725375
1.773750
1.838250
1.902750
1.967250
2.031750
2.096250
2.160750
2.225250
2.289750
2.354250
2.418750
2.483250
2.547750
2.612250
2.676750
2.741250
32
 
1.821140
1.872200
1.940280
2.008360
2.076440
2.144520
2.212600
2.280680
2.348760
2.416840
2.484920
2.553000
2.621080
2.689160
2.757240
2.825320
2.893400
33
 
1.922362
1.976260
2.048124
2.119988
2.191852
2.263716
2.335580
2.407444
2.479308
2.551172
2.623036
2.694900
2.766764
2.838628
2.910492
2.982356
3.054220
34
 
2.029255
2.086150
2.162010
2.237870
2.313730
2.389590
2.465450
2.541310
2.617170
2.693030
2.768890
2.844750
2.920610
2.996470
3.072330
3.148190
3.224050
35
 
2.142140
2.202200
2.282280
2.362360
2.442440
2.522520
2.602600
2.682680
2.762760
2.842840
2.922920
3.003000
3.083080
3.163160
3.243240
3.323320
3.403400
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
 
2.261552
2.324960
2.409504
2.494048
2.578592
2.663136
2.747680
2.832224
2.916768
3.001312
3.085856
3.170400
3.254944
3.339488
3.424032
3.508576
3.593120
37
 
2.387598
2.454540
2.543796
2.633052
2.722308
2.811564
2.900820
2.990076
3.079332
3.168588
3.257844
3.347100
3.436356
3.525612
3.614868
3.704124
3.793380

119

Exhibit 10.14

38
 
2.520813
2.591490
2.685726
2.779962
2.874198
2.968434
3.062670
3.156906
3.251142
3.345378
3.439614
3.533850
3.628086
3.722322
3.816558
3.910794
4.005030
39
 
2.661625
2.736250
2.835750
2.935250
3.034750
3.134250
3.233750
3.333250
3.432750
3.532250
3.631750
3.731250
3.830750
3.930250
4.029750
4.129250
4.228750
40
 
2.810462
2.889260
2.994324
3.099388
3.204452
3.309516
3.414580
3.519644
3.624708
3.729772
3.834836
3.939900
4.044964
4.150028
4.255092
4.360156
4.465220
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41
 
2.967859
3.051070
3.162018
3.272966
3.383914
3.494862
3.605810
3.716758
3.827706
3.938654
4.049602
4.160550
4.271498
4.382446
4.493394
4.604342
4.715290
42
 
3.134351
3.222230
3.339402
3.456574
3.573746
3.690918
3.808090
3.925262
4.042434
4.159606
4.276778
4.393950
4.511122
4.628294
4.745466
4.862638
4.979810
43
 
3.310473
3.403290
3.527046
3.650802
3.774558
3.898314
4.022070
4.145826
4.269582
4.393338
4.517094
4.640850
4.764606
4.888362
5.012118
5.135874
5.259630
44
 
3.497081
3.595130
3.725862
3.856594
3.987326
4.118058
4.248790
4.379522
4.510254
4.640986
4.771718
4.902450
5.033182
5.163914
5.294646
5.425378
5.556110
45
 
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000
6.00000


*      The above table shows ages only in whole years and Terms of Employment only in completed whole years. If, however, the age of a Participant (in whole years and months) is not an age equal to a whole number of years shown in the table with zero remaining whole months and/or the Participant's Term of Employment (in completed whole years and months) is not equal to a completed whole number of years shown in the table with zero remaining completed whole months, then the factor applicable to the Participant's age and Term of Employment shall be determined by interpolating between the factors applicable to the next higher and next lower ages and Terms of Employment set forth in the table.


120

Exhibit 10.14

TABLE 2 - SINGLE SUM PAYMENT FACTORS
Payment Age
Single Sum Payment Factor*
20
1.660625
21
1.727050
22
1.796132
23
1.867977
24
1.942696
25
2.020404
26
2.101220
27
2.185269
28
2.272679
29
2.363587
30
2.458130
31
2.556455
32
2.658713
33
2.765062
34
2.875664
35
2.990691
36
3.110319
37
3.234731
38
3.364121
39
3.498686
40
3.638633
41
3.784178
42
3.935545
43
4.092967
44
4.256686
45
4.426953
46
4.604032
47
4.788193
48
4.979720
49
5.178909
50
5.386066
51
5.601508
52
5.825569
53
6.058591
54
6.300935
55
6.552972
56
6.815091
57
7.087695
58
7.371203
59
7.666051
60
7.972693
61
8.291601
62
8.623265
63
8.968195
64
9.326923
65 and over
9.700000
*The above table shows payment ages only in whole years. If, however, the applicable payment age of a Participant (in whole years and months) is not an age equal to a whole number of years shown in the table with zero remaining whole months, then the single sum payment factor applicable to such payment age shall be determined by interpolating between the factors applicable to the next higher and next lower ages set forth in such table.

121

Exhibit 10.14

TABLE 3 - EARLY COMMENCEMENT REDUCTION FACTORS
Payment Age
Early Commencement Reduction Factor*
20
0.102508
21
0.107604
22
0.112964
23
0.118602
24
0.124532
25
0.130770
26
0.137335
27
0.144242
28
0.151512
29
0.159164
30
0.167220
31
0.175701
32
0.184633
33
0.194039
34
0.203948
35
0.214386
36
0.225385
37
0.236977
38
0.249194
39
0.262074
41
0.289975
42
0.305081
43
0.321017
44
0.337832
45
0.355579
46
0.374312
47
0.394090
48
0.414977
49
0.437039
50
0.460347
51
0.484979
52
0.511015
53
0.538541
54
0.567652
55
0.598445
56
0.631027
57
0.665511
58
0.702019
59
0.744277
60
0.789376
61
0.837535
62
0.888996
63
0.924556
64
0.961538
65
1.000000
*The above table shows payment ages only in whole years. If, however, the applicable payment age of a Participant (in whole years and months) is not an age equal to a whole number of years shown in the table with zero remaining whole months, then the early commencement reduction factor applicable to such payment age shall be determined by interpolating between the factors applicable to the next higher and next lower ages set forth in the table.

122

Exhibit 10.14

Table 4

 
 
 
 
 
 
 
 
 
Annual Band & Service Related Credits
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Term of Employment (in Whole Years)
Pension Band
 0 to 4
 5 to 9
 10 to 14
 15 to 19
20 to 24
25 +
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
$565
$620
$735
$905
$1,185
$1,470
102
600
660
780
960
1,265
1,565
103
640
700
830
1,020
1,340
1,660
104
675
745
880
1,080
1,420
1,755
105
715
785
925
1,140
1,495
1,855
106
730
800
945
1,165
1,530
1,890
107
745
815
965
1,190
1,560
1,930
108
760
835
985
1,210
1,590
1,970
109
775
850
1,005
1,235
1,620
2,010
110
790
865
1,025
1,260
1,655
2,050
111
820
900
1,065
1,310
1,720
2,130
112
850
935
1,105
1,360
1,790
2,215
113
890
980
1,160
1,425
1,875
2,320
114
955
1,050
1,245
1,530
2,010
2,485
115
1,020
1,120
1,325
1,630
2,140
2,650
116
1,070
1,180
1,390
1,715
2,250
2,785
117
1,120
1,235
1,460
1,795
2,355
2,915
118
1,175
1,290
1,525
1,875
2,465
3,050
119
1,225
1,345
1,590
1,960
2,570
3,180
120
1,275
1,405
1,660
2,040
2,680
3,315
121
1,325
1,460
1,725
2,120
2,785
3,450
122
1,375
1,515
1,790
2,205
2,890
3,580
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For each $100 of
 
 
 
 
 
 
Shift Differential Pay
 
 
 
 
 
 
Credit an additional:
 
 
 
 
 
 
 
Bands 101 to 112
$2.50
$2.75
$3.25
$4.00
$5.25
$6.50
 
Bands 113 to 122
$5.00
$5.50
$6.50
$8.00
$10.50
$13.00


123

Exhibit 10.14

Table 5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One - Time May 1,1999 Credit
 
 
 
 
 
 
 
5/1/1999
Credited Service at 5/1/99 (in Years)
Pension Band
0 to 4
5 to 9
10 to 14
15 to 19
20 to 24
25 +
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101
$220
$241
$286
$352
$461
$572
102
233
257
303
373
492
608
103
249
272
323
397
521
645
104
262
290
342
420
552
682
105
278
305
360
443
581
721
106
284
311
367
453
595
735
107
290
317
375
463
607
750
108
295
325
383
470
618
766
109
301
330
391
480
630
781
110
307
336
399
490
643
797
111
319
350
414
509
669
828
112
330
364
430
529
696
861
113
346
381
451
554
729
902
114
371
408
484
595
781
966
115
397
435
515
634
832
1,030
116
416
459
540
667
875
1,083
117
435
480
568
698
916
1,133
118
457
502
593
729
958
1,186
119
476
523
618
762
999
1,236
120
496
546
645
793
1,042
1,289
121
515
568
671
824
1,083
1,341
122
535
589
696
857
1,124
1,392



124

Exhibit 10.14

Table 6

Pension
Band                      Term of Employment (in completed whole years)
 
0-4
5-9
10-14
15-19
20-24
25-29
30-34
35+
101
650

713

845

1,041

1,363

1,691

2,016

2,341

102
690

759

897

1,104

1,455

1,800

2,146

2,492

103
736

805

955

1,173

1,541

1,909

2,276

2,643

104
776

857

1,012

1,242

1,633

2,018

2,406

2,795

105
822

903

1,064

1,311

1,719

2,133

2,543

2,954

106
840

920

1,087

1,340

1,760

2,174

2,591

3,009

107
857

937

1,110

1,369

1,794

2,220

2,646

3,073

108
874

960

1,133

1,392

1,829

2,266

2,701

3,137

109
891

978

1,156

1,420

1,863

2,312

2,756

3,201

110
909

995

1,179

1,449

1,903

2,358

2,811

3,264

111
943

1,035

1,225

1,507

1,978

2,450

2,921

3,392

112
978

1,075

1,271

1,564

2,059

2,547

3,037

3,527

113
1,024

1,127

1,334

1,639

2,156

2,668

3,181

3,694

114
1,098

1,208

1,432

1,760

2,312

2,858

3,407

3,957

115
1,173

1,288

1,524

1,875

2,461

3,048

3,634

4,220

116
1,231

1,357

1,599

1,972

2,588

3,203

3,819

4,435

117
1,288

1,420

1,679

2,064

2,708

3,352

3,997

4,642

118
1,351

1,484

1,754

2,156

2,835

3,508

4,182

4,857

119
1,409

1,547

1,829

2,254

2,956

3,657

4,360

5,064

120
1,466

1,616

1,909

2,346

3,082

3,812

4,545

5,279

121
1,524

1,679

1,984

2,438

3,203

3,968

4,730

5,493

122
1,581

1,742

2,059

2,536

3,324

4,117

4,909

5,700





125

Exhibit 10.14

Table 7



Pension Band
Credit Amount
 
 
101
$27.64
102
28.81
103
29.98
104
31.17
105
32.30
106
33.48
107
34.67
108
35.82
109
37.01
110
38.15
111
39.35
112
40.47
113
41.68
114
42.83
115
43.96
116
45.16
117
46.31
118
47.49
119
48.66
120
49.84
121
50.98
122
52.17



126

Exhibit 10.14

Table 8

Pension
Band                      Term of Employment (in completed whole years)
 
0-4
5-9
10-14
15-19
20-24
25-29
30-34
35+
101
715

784

930

1,145

1,499

1,860

2,218

2,575

102
759

835

987

1,214

1,601

1,980

2,361

2,741

103
810

886

1,051

1,290

1,695

2,100

2,504

2,907

104
854

943

1,113

1,366

1,796

2,220

2,647

3,075

105
904

993

1,170

1,442

1,891

2,346

2,797

3,249

106
924

1,012

1,196

1,474

1,936

2,391

2,850

3,310

107
943

1,031

1,221

1,506

1,973

2,442

2,911

3,380

108
961

1,056

1,246

1,531

2,012

2,493

2,971

3,451

109
980

1,076

1,272

1,562

2,049

2,543

3,032

3,521

110
1,000

1,095

1,297

1,594

2,093

2,594

3,092

3,590

111
1,037

1,139

1,348

1,658

2,176

2,695

3,213

3,731

112
1,076

1,183

1,398

1,720

2,265

2,802

3,341

3,880

113
1,126

1,240

1,467

1,803

2,372

2,935

3,499

4,063

114
1,208

1,329

1,575

1,936

2,543

3,144

3,748

4,353

115
1,290

1,417

1,676

2,063

2,707

3,353

3,997

4,642

116
1,354

1,493

1,759

2,169

2,847

3,523

4,201

4,879

117
1,417

1,562

1,847

2,270

2,979

3,687

4,397

5,106

118
1,486

1,632

1,929

2,372

3,119

3,859

4,600

5,343

119
1,550

1,702

2,012

2,479

3,252

4,023

4,796

5,570

120
1,613

1,778

2,100

2,581

3,390

4,193

5,000

5,807

121
1,676

1,847

2,182

2,682

3,523

4,365

5,203

6,042

122
1,739

1,916

2,265

2,790

3,656

4,529

5,400

6,270



127

Exhibit 10.14

Table 9



Pension Band
Credit Amount
 
 
101
$30.40
102
31.69
103
32.98
104
34.29
105
35.53
106
36.83
107
38.14
108
39.40
109
40.71
110
41.97
111
43.29
112
44.52
113
45.85
114
47.11
115
48.36
116
49.68
117
50.94
118
52.24
119
53.53
120
54.82
121
56.08
122
57.39



128

Exhibit 10.14

Table 10
Pension
Band                      Term of Employment (in completed whole years)
 
0-4
5-9
10-14
15-19
20-24
25-29
30-34
35+
101
787

862

1,023

1,260

1,649

2,046

2,440

2,833

102
835

919

1,086

1,335

1,761

2,178

2,597

3,015

103
891

975

1,156

1,419

1,865

2,310

2,754

3,198

104
939

1,037

1,224

1,503

1,976

2,442

2,912

3,383

105
994

1,092

1,287

1,586

2,080

2,581

3,077

3,574

106
1,016

1,113

1,316

1,621

2,130

2,630

3,135

3,641

107
1,037

1,134

1,343

1,657

2,170

2,686

3,202

3,718

108
1,057

1,162

1,371

1,684

2,213

2,742

3,268

3,796

109
1,078

1,184

1,399

1,718

2,254

2,797

3,335

3,873

110
1,100

1,205

1,427

1,753

2,302

2,853

3,401

3,949

111
1,141

1,253

1,483

1,824

2,394

2,965

3,534

4,104

112
1,184

1,301

1,538

1,892

2,492

3,082

3,675

4,268

113
1,239

1,364

1,614

1,983

2,609

3,229

3,849

4,469

114
1,329

1,462

1,733

2,130

2,797

3,458

4,123

4,788

115
1,419

1,559

1,844

2,269

2,978

3,688

4,397

5,106

116
1,489

1,642

1,935

2,386

3,132

3,875

4,621

5,367

117
1,559

1,718

2,032

2,497

3,277

4,056

4,837

5,617

118
1,635

1,795

2,122

2,609

3,431

4,245

5,060

5,877

119
1,705

1,872

2,213

2,727

3,577

4,425

5,276

6,127

120
1,774

1,956

2,310

2,839

3,729

4,612

5,500

6,388

121
1,844

2,032

2,400

2,950

3,875

4,802

5,723

6,646

122
1,913

2,108

2,492

3,069

4,022

4,982

5,940

6,897



129

Exhibit 10.14

Table 11

Pension Band
Credit Amount
 
 
101
$33.44
102
34.86
103
36.28
104
37.72
105
39.08
106
40.51
107
41.95
108
43.34
109
44.78
110
46.17
111
47.62
112
48.97
113
50.44
114
51.82
115
53.20
116
54.65
117
56.03
118
57.46
119
58.88
120
60.30
121
61.69
122
63.13


130

Exhibit 10.14

Table 12
Pension
Band                      Term of Employment (in completed whole years)
 
0-4
5-9
10-14
15-19
20-24
25-29
30-34
35+
101
811

888

1,054

1,298

1,698

2,107

2,513

2,918

102
860

947

1,119

1,375

1,814

2,243

2,675

3,105

103
918

1,004

1,191

1,462

1,921

2,379

2,837

3,294

104
967

1,068

1,261

1,548

2,035

2,515

2,999

3,484

105
1,024

1,125

1,326

1,634

2,142

2,658

3,169

3,681

106
1,046

1,146

1,355

1,670

2,194

2,709

3,229

3,750

107
1,068

1,168

1,383

1,707

2,235

2,767

3,298

3,830

108
1,089

1,197

1,412

1,735

2,279

2,824

3,366

3,910

109
1,110

1,220

1,441

1,770

2,322

2,881

3,435

3,989

110
1,133

1,241

1,470

1,806

2,371

2,939

3,503

4,067

111
1,175

1,291

1,527

1,879

2,466

3,054

3,640

4,227

112
1,220

1,340

1,584

1,949

2,567

3,174

3,785

4,396

113
1,276

1,405

1,662

2,042

2,687

3,326

3,964

4,603

114
1,369

1,506

1,785

2,194

2,881

3,562

4,247

4,932

115
1,462

1,606

1,899

2,337

3,067

3,799

4,529

5,259

116
1,534

1,691

1,993

2,458

3,226

3,991

4,760

5,528

117
1,606

1,770

2,093

2,572

3,375

4,178

4,982

5,786

118
1,684

1,849

2,186

2,687

3,534

4,372

5,212

6,053

119
1,756

1,928

2,279

2,809

3,684

4,558

5,434

6,311

120
1,827

2,015

2,379

2,924

3,841

4,750

5,665

6,580

121
1,899

2,093

2,472

3,039

3,991

4,946

5,895

6,845

122
1,970

2,171

2,567

3,161

4,143

5,131

6,118

7,104








131

Exhibit 12.1

Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

 
 
Year ended December 31,
(dollars in millions)
 
2011
 
2010
 
2009
 
2008
 
2007
Pre-tax income from continuing operations in consolidated subsidiaries plus fixed charges*
 
$
267.0

 
$
259.0

 
$
292.5

 
$
323.7

 
$
291.8

Fixed charges:
 
 
 
 
 
 
 
 
 
 
     Interest expensed and capitalized
 
218.5

 
186.1

 
132.9

 
142.8

 
158.5

     Appropriate portions of rentals
 
6.8

 
5.4

 
6.4

 
6.9

 
7.0

          Total fixed charges
 
225.3

 
191.5

 
139.3

 
149.7

 
165.5

Pre-tax income required to pay preferred dividends
 
24.4

 
24.7

 
17.9

 
17.9

 
18.5

          Total combined fixed charges and preferred dividends
 
$
249.7

 
$
216.2

 
$
157.2

 
$
167.6

 
$
184.0

Ratio of earnings to fixed charges
 
1.2

 
1.4

 
2.1

 
2.2

 
1.8

Ratio of earnings to combined fixed charges and preferred dividends
 
1.1

 
1.2

 
1.9

 
1.9

 
1.6

 
 
 
 
 
 
 
 
 
 
 
* Earnings used in computing the ratio of earnings to combined fixed charges and preferred dividends consists of income from continuing operations before income taxes, adjustments for noncontrolling interests/minority interests, income/loss from equity method investees, and fixed charges except for capitalized interest.
 
 
 
 
 
 
 
 
 
 
 




Exhibit 21

Subsidiaries of the Registrant
(as of February 28, 2012)

Subsidiary Name
 
State or County of Incorporation or Formation
Cincinnati Bell Telephone Company LLC
 
Ohio
Cincinnati Bell Telecommunications Services LLC
 
Ohio
Cincinnati Bell Extended Territories LLC
 
Ohio
Cincinnati Bell Entertainment Inc.
 
Ohio
Cincinnati Bell Wireless, LLC
 
Ohio
Cincinnati Bell Any Distance Inc.
 
Delaware
Cincinnati Bell Technology Solutions Inc.
 
Delaware
GramTel Inc.
 
Virginia
Cincinnati Bell Funding LLC
 
Delaware
CBTS Software LLC
 
Delaware
Cincinnati Bell Shared Services LLC
 
Ohio
CBTS Canada Inc.
 
Canada
Cincinnati Bell Technology Solutions UK Limited
 
United Kingdom
eVolve Business Solutions LLC
 
Ohio
Cincinnati Bell Any Distance of Virginia LLC
 
Virginia
CyrusOne Inc.
 
Delaware
Cyrus One Foreign Holdings LLC
 
Delaware
Cyrus One UK Holdco LLP
 
United Kingdom
Cyrus One UK Limited
 
United Kingdom
CBMSM Inc.
 
New York




Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-162211, 333-65581 and 002-82253 on Forms S-3 and Registration Statement Nos. 333-159160, 333-143089, 333-143088, 333-60384, 333-60378, 333-60376, 333-60370, 333-77011, 333-38763, 333-38743, 333-28385, and 333-28381 on Forms S-8 of Cincinnati Bell Inc. and subsidiaries (the “Company”) of our reports dated February 28, 2012, relating to the consolidated financial statements and financial statement schedule of the Company and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2011.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 28, 2012



Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 19th day of January, 2012.
                                            
/s/ Bruce L. Byrnes
Bruce L. Byrnes
Director
STATE OF COLORADO
)
 
) SS:
COUNTY OF EAGLE
)

On the 19th day of January, 2012, personally appeared before me Bruce L. Byrnes, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 19th day of January, 2012.
/s/ Tracey E. Head
Tracey E. Head
Notary Public, State of Colorado
My commission expires 08-16-2015





Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of January, 2012.
                                            
/s/ Phillip R. Cox
Phillip R. Cox
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Phillip R. Cox, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013





Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, her attorneys for her and in her name, place and stead, and in her office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 27th day of January, 2012.
                                            
/s/ Jakki L. Haussler
Jakki L. Haussler
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Jakki R. Haussler, to me known and known to me to be the person described in and who executed the foregoing instrument, and she duly acknowledged to me that she executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013










Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of January, 2012.
                                            
/s/ Craig F. Maier
Craig F. Maier
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Craig F. Maier, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013




Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of January, 2012.
                                            
/s/ Alan R. Schriber
Alan R. Schriber
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Alan R. Schriber, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013




Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of February, 2012.
                                            
/s/ Alex Schumate
Alex Schumate
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF FRANKLIN
)

On the 1st day of February, 2012, personally appeared before me Alex Schumate, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 1st day of February, 2012.
/s/ Beverly K. Cooke
Beverly K. Cooke
Notary Public, State of Ohio
My commission expires 09-07-2014




Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, her attorneys for her and in her name, place and stead, and in her office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 27th day of January, 2012.
                                            
/s/ Lynn A. Wentworth
Lynn A. Wentworth
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Lynn A. Wentworth, to me known and known to me to be the person described in and who executed the foregoing instrument, and she duly acknowledged to me that she executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013




Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of January, 2012.
                                            
/s/ Gary J. Wojtaszek
Gary J. Wojtaszek
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me Gary J. Wojtaszek, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013




Exhibit 24

POWER OF ATTORNEY

WHEREAS, Cincinnati Bell Inc., an Ohio corporation (hereinafter referred to as the “Company”), proposes shortly to file with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, an annual report on Form 10-K for the year ended December 31, 2011 and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby designates and appoints John F. Cassidy, Kurt A. Freyberger and Christopher J. Wilson, and each of them singly, his attorneys for him and in his name, place and stead, and in his office and capacity in the Company, to execute and file such annual report on Form 10-K, and thereafter to execute and file any amendments or supplements thereto, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of January, 2012.
                                            
/s/ John M. Zrno
John M. Zrno
Director
STATE OF OHIO
)
 
) SS:
COUNTY OF HAMILTON
)

On the 27th day of January, 2012, personally appeared before me John M. Zrno, to me known and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 27th day of January, 2012.
/s/ Susan D. McClarnon
Susan D. McClarnon
Notary Public, State of Ohio
My commission expires 03-16-2013





Exhibit 31.1

Certifications

I, John F. Cassidy, President and Chief Executive Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:
February 28, 2012
/s/ John F. Cassidy
 
 
John F. Cassidy
 
 
President and Chief Executive Officer




Exhibit 31.2

Certifications

I, Kurt A. Freyberger, Chief Financial Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of Cincinnati Bell Inc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 


Date:
February 28, 2012
/s/ Kurt A. Freyberger
 
 
Kurt A. Freyberger
 
 
Chief Financial Officer




Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cincinnati Bell Inc. (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John F. Cassidy, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John F. Cassidy
 
John F. Cassidy
 
President and Chief Executive Officer
 
February 28, 2012
 









Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Cincinnati Bell Inc. (the “Company”) on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt A. Freyberger, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kurt A. Freyberger
 
Kurt A. Freyberger
 
Chief Financial Officer
 
February 28, 2012