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As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1056105
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-9900
(Address, including zip code, of registrant's principal executive office)
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CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
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William H. Zimmer III
Secretary and Treasurer
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-9900
(Name, address including zip code, and telephone number including
area code, of agent for service)
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Please send copies of all communications to:
Neil Ganulin, Esq.
Frost & Jacobs LLP
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title of Additional Maximum Maximum Additional
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered per Share(1) Offering Price Fee
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Common Shares,
Par value
$1.00 1,200,000 $28.652 $34,350,000 $10,404.55
per share(2) shares
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(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
upon the average of the high and low prices per share on the New York Stock
Exchange on October 20, 1997, solely for the purpose of calculation of
the registration fee.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference
The following documents have been filed by Cincinnati Bell Inc. (the
"Company") with the Commission (File No. 1-8519) and are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997.
4. The Company's Annual Report on Form 11-K for the Cincinnati Bell Inc.
Retirement Savings Plan for the year ended December 31, 1996.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently
Filed Documents"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of this Registration
Statement from the date of filing such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge, upon written or oral request, to
each person to whom a copy of this Registration Statement is delivered, a copy
of any or all of the documents incorporated by reference herein, not including
exhibits to such documents. Requests for such copies should be directed to the
Secretary, Cincinnati Bell Inc., 201 East Fourth Street, Cincinnati, Ohio 45202,
telephone number (513) 397-7700.
ITEM 4. DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the capital stock of the Company
and is qualified by reference to the Company's Amended Articles of Incorporation
(the "Articles") as filed with the Securities and Exchange Commission (see
Exhibit 3.1 to this Registration Statement).
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The authorized capital stock of the Company consists of 480,000,000 common
shares, par value $1.00 per share (the "Common Shares"), and 5,000,000 preferred
shares, without par value (the "Preferred Shares"), of which 4,000,000 are
voting preferred shares (the "Voting Preferred Shares"). At September, 1997,
135,936,581 Common Shares were outstanding. There are currently no Preferred
Shares outstanding.
All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.
Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors.
The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, restrictions, if any, on the creation of
indebtedness and on the issuance of such Preferred Shares, and certain other
rights, preferences and limitations. Each series of Preferred Shares would
rank, with respect to dividends and redemption and liquidation rights, senior to
the Common Shares. It is not possible to state the actual effect of the
authorization of any series of Preferred Shares upon the rights of holders of
the Common Shares until the Board of Directors determines the rights of the
holders of one or more series of Preferred Shares. However, such effects could
include (a) restrictions on dividends on the Common Shares, (b) dilution of the
voting power of the Common Shares to the extent that the Voting Preferred Shares
have voting rights or (c) inability of the Common Shares to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to the Preferred Shares.
No holders of shares of any class of the Company's capital stock have
pre-emptive rights nor the right to exercise cumulative voting in the election
of directors.
The transfer agent and registrar of the Common Shares is The Fifth Third
Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio
45236.
CHANGE IN CONTROL
The following provisions of the Company's Articles and Ohio law might have
the effect of delaying, deferring or preventing a change in control of the
Company and would operate only with respect to an extraordinary corporate
transaction, such as a merger, reorganization, tender offer, sale or transfer of
assets or liquidation involving the Company and certain persons described below.
Ohio law provides that the approval of two-thirds of the voting power of a
corporation is required to effect mergers and similar transactions, to adopt
amendments to the articles of
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incorporation of a corporation and to take certain other significant actions.
Although under Ohio law the articles of incorporation of a corporation may
permit such actions to be taken by a vote that is less than two-thirds (but not
less than a majority), the Company's Articles do not contain such a provision.
The two-thirds voting requirement tends to make approval of such matters,
including further amendments to the Articles, relatively difficult and a vote of
the holders of in excess of one-third of the outstanding Common Shares of the
Company would be sufficient to prevent implementation of any of the corporate
actions mentioned above. In addition, Article Fifth classifies the Board of
Directors into three classes of directors with staggered terms of office and the
Company's Amended Regulations provide certain limitations on the removal from
and filling of vacancies in the office of director.
Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10% or more of the voting shares of the Company
if such person or entity seeks to effect mergers or certain other business
combinations ("Business Combinations") that could fundamentally change or
eliminate the interests of the remaining shareholders. If such requirements and
procedures are not complied with, or if the proposed Business Combination is not
approved by at least a majority of the members of the Board of Directors who are
unaffiliated with the new controlling person or entity (taking into account
certain special quorum requirements), the proposed Business Combination must be
approved by the holders of 80% of the outstanding Common Shares and outstanding
Voting Preferred Shares of the Company (collectively, "Voting Shares"), voting
together as a class, notwithstanding any other class vote required by law or by
the Articles. In the event the price criteria and procedural requirements are
met or the requisite approval by such unaffiliated directors (taking into
account certain special quorum requirements) is given with respect to a
particular Business Combination, the normal voting requirements of Ohio law
would apply.
In addition, Article Sixth of the Articles provides that the affirmative
vote of the holders of 80% of the Voting Shares, voting as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with,
Article Sixth. An 80% vote is not required to amend or repeal, or adopt a
provision inconsistent with, Article Sixth if the Board of Directors has
recommended such amendment or other change and if, as of the record date for the
determination of shareholders entitled to vote thereon, no person is known by
the Board of Directors to be the beneficial owner of 10% or more of the Voting
Shares, in which event the affirmative vote of the holders of two-thirds of the
Voting Shares, voting as a single class, shall be required to amend or repeal,
or adopt a provision inconsistent with, Article Sixth.
Ohio, the state of the Company's incorporation, has enacted Ohio Revised
Code Section 1701.831, a "control share acquisition" statute, and Chapter 1704,
a "merger moratorium" statute. The control share acquisition statute basically
provides that any person acquiring shares of an "issuing public corporation"
(which definition the Company meets) in any of the following three ownership
ranges must seek and obtain shareholder approval of the acquisition transaction
that first puts such ownership within each such range: (i) more than 20% but
less than 33 1/3%; (ii) 33 1/3% but not more than 50%; and (iii) more than 50%.
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The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder", and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combination, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.
Ohio has also enacted a "greenmailer disgorgement" statute which provides
that a person who announces a control bid must disgorge profits realized by that
person upon the sale of any equity securities within 18 months of the
announcement.
In addition, Ohio has a "control bid" statute that provides for the
dissemination of certain information and the possibility of a hearing concerning
compliance with law in connection with a proposed acquisition of more than 10%
of any class of equity securities of a corporation, such as the Company, that
has significant contacts with Ohio.
On March 3, 1997, the Board of Directors of the Company declared a dividend
distribution of one right ("Right") on each of the Company's outstanding Common
Shares to holders of record of the Common Shares at the close of business on May
2, 1997 (the "Record Date"). One Right also will be distributed for each Common
Share issued after May 2, 1997, until the Distribution Date (which is described
in the next paragraph). Each Right entitles the registered holder to purchase
from the Company a unit ("Unit") consisting of one one-hundredth of a Series A
Preferred Share of the Company (the "Preferred Shares") at a purchase price of
$125.00 per Unit, subject to adjustment (the "Purchase Price"). The terms of
the Rights are more fully described in a Form 8-A for Registration of Certain
Classes of Securities Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934, which has previously been filed with the Securities and
Exchange Commission and is incorporated by reference herein. See Exhibit 4.1 to
this Registration Statement.
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and the
"Distribution Date" will occur upon the earlier of (a) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Shares
or (b) 10 business days following the commencement of a tender offer or exchange
offer that would if consummated result in a person or group beneficially owning
15% or more of the outstanding Common Shares.
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The Rights are not exercisable until the Distribution Date and will expire
at the close of business on May 2, 2007, unless earlier redeemed by the Company
as described below.
After the Distribution Date, the separate Rights Certificates alone will
represent the Rights. Except for certain issuances in connection with
outstanding options and convertible securities and as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.
If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the Purchase
Price of the Right. Moreover, the Rights will not be exercisable until the
Rights are no longer redeemable as described below. The Acquiring Person would
not be permitted to exercise any Rights and any Rights held by such person (or
certain transferees of such person) will be null and void and non-transferable.
If, following the Distribution Date, the Company is acquired in certain
specified mergers or other business combinations (i.e., the Company does not
survive or its Common Shares are changed or exchanged), or 50% or more of its
assets or earning power (on a consolidated basis) is sold or transferred in one
transaction or a series of related transactions ("Flip-Over Events"), each Right
becomes a Right to acquire common stock of the other party to the transaction
(or its ultimate parent in certain circumstances) having a value equal to two
times the Purchase Price. As an enforcement mechanism, the Rights Agreement
prohibits the Company from entering into any such transaction unless the other
party agrees to comply with the provisions of the Rights.
In general, the Company may redeem the Rights in whole, but not in part, at
a price of $0.005 per Right, at any time prior to a Flip-In Event. Immediately
upon the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $0.005 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The issuance of the Rights may have certain anti-takeover effects and
possible disadvantages. The Rights will cause substantial dilution to a person
or group who attempts to acquire the Company or a significant Common Share
ownership interest without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. Accordingly, an Acquiring
Person might decide not to acquire the Company or such an interest, although
individual shareholders may view such an acquisition favorably. In addition, to
the extent that issuance of the Rights discourages takeovers that would result
in a change in the Company's management or Board of Directors, such a change
will be less likely to occur. The Board of Directors believes, however, that
the advantages of discouraging potentially discriminatory and abusive takeover
practices outweigh any potential disadvantages of the Rights. The Rights should
not interfere with any merger or other Business Combination approved by the
Board of Directors. The Rights are designed to protect shareholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of
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Common Shares in the open market or partial or two-tier tender offers, that do
not offer a fair price to all shareholders.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Company's Amended Articles of Incorporation
by which an officer or director may be indemnified against any liability which
he or she may incur in his or her capacity as such. However, the Company has
indemnification provisions in its Amended Regulations which provide the Company
will, to the full extent permitted by Ohio law, indemnify all persons whom it
may indemnify thereto.
Reference is made to Section 1701.13(E) of the Ohio Revised Code which
provides for indemnification of directors and officers in certain circumstances.
The foregoing references are necessarily subject to the complete text of
the Amended Regulations and the statute referred to above and are qualified in
their entirety by reference thereto.
The Company provides liability insurance for its directors and officers for
certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits filed as part of this Registration Statement are described in
the Exhibit Index included in this filing.
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ITEM 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales of
the securities registered hereunder are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in this registration statement or any material
change to such information in the registration
statement;
provided; however, that this undertaking will only apply
to the extent that the information in clauses (i) - (ii)
hereof is not contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered
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therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issues.
(4) The undersigned registrant hereby undertakes to submit or has
submitted the plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the plan.
INCORPORATION BY REFERENCE OF CONTENTS OF EARLIER REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the registrant hereby incorporates
by reference, to the extent not superseded or modified by the contents of this
Registration Statement, the contents of the registrant's Registration Statement
on Form S-8 for the Cincinnati Bell Inc. Retirement Savings Plan (File No.
33-36381) filed on August 15, 1990.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati and State of Ohio, on the 24th day
of October, 1997.
CINCINNATI BELL INC.
By: /s/ Brian C. Henry
------------------------------
Brian C. Henry
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Principal Executive Officer: Principal Accounting and Financial
Officer:
/s/ John T. LaMacchia /s/ Brian C. Henry
- ------------------------------ --------------------------------
John T. LaMacchia Brian C. Henry
President and Chief Executive Executive Vice President and
Officer Chief Financial Officer
October 24, 1997 October 24, 1997
Directors:
John F. Barrett
Judith G. Boynton
Phillip R. Cox
William A Friedlander By: /s/ Brian C. Henry
Roger L. Howe ------------------------------
Robert P. Hummel, M.D. Brian C. Henry as attorney in fact
James D. Kiggen for each Director and on his own
John T. LaMacchia behalf as Principal Accounting and
Charles S. Mechem, Jr. Financial Officer
Mary D. Nelson
James F. Orr October 24, 1997
Brian H. Rowe
David B. Sharrock
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees of
the plan (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on October 23, 1997.
CINCINNATI BELL INC. RETIREMENT SAVINGS PLAN
By: CINCINNATI BELL INC.
By: /s/ Kim M. Schwering
-----------------------------
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Exhibit Index
Exhibit Description Page
3.1 The Company's Amended Articles of Incorporation are hereby
incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-8 for the Cincinnati
Bell Inc. 1997 Long Term Incentive Plan filed on June 3,
1997 (File No. 333-28381)
3.2 The Company's Amended Regulations are hereby incorporated
by reference to Exhibit 3.2 to the Registration Statement
on Form S-8 for the Cincinnati Bell Inc. 1997 Long Term
Incentive Plan filed on June 3, 1997 (File No. 333-28381)
4.1 The Company's Rights Agreement is hereby incorporated
by reference to Exhibit 4.1 to the Registration Statement
on Form 8A filed on May 1, 1997 (File No. 04-08519)
5 Opinion of Frost & Jacobs LLP
23.1 Consent of Frost & Jacobs LLP (contained in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney
99 Cincinnati Bell Inc. Retirement Savings Plan
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Exhibit 5
[LETTERHEAD]
October 21, 1997
Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45202
Re: Cincinnati Bell Inc. Form S-8 Registration Statement
Cincinnati Bell Inc. Retirement Savings Plan
--------------------------------------------
Gentlemen:
We are counsel for Cincinnati Bell Inc., an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-8 which is being filed on or about October 22, 1997 with the Securities
and Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended (the "Act"), 1,200,000 additional common
shares, par value $1.00 per share (the "Common Shares"), of the Company offered
pursuant to the Cincinnati Bell Inc. Retirement Savings Plan (the "Plan").
As counsel for the Company, we have participated in the preparation of the
Registration Statement. In addition, we are generally familiar with the records
and proceedings of the Company. Furthermore, we have examined and relied on the
originals or copies, certified or otherwise identified to our satisfaction, of
corporate records or documents of the Company and such representations of
officers of the Company as we have deemed appropriate.
With respect to the additional Common Shares registered pursuant to such
Registration Statement as filed and as it may be amended, it is our opinion that
the additional Common Shares when issued and paid for pursuant to the Plan will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission.
Very truly yours,
/s/ Frost & Jacobs LLP
463320.01
<PAGE>
EXHIBIT 23.2
TO FORM S-8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of our
report dated February 14, 1997 on our audits of the consolidated financial
statements of Cincinnati Bell Inc. and subsidiaries.
/s/ Coopers & Lybrand L.L.P.
Cincinnati, Ohio
October 20, 1997
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ John F. Barrett
___________________________
John F. Barrett
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
John F. Barrett, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Judith G. Boynton
___________________________
Judith G. Boynton
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Judith G. Boynton, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Phillip R. Cox
___________________________
Phillip R. Cox
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ William A. Friedlander
___________________________
William A. Friedlander
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
William A. Friedlander, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Roger L. Howe
___________________________
Roger L. Howe
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Roger L. Howe, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Robert P. Hummel
___________________________
Robert P. Hummel
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Robert P. Hummel, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ James D. Kiggen
___________________________
James D. Kiggen
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
James D. Kiggen, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ John T. LaMacchia
___________________________
John T. LaMacchia
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me John
T. LaMacchia, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Charles S. Mechem, Jr.
___________________________
Charles S. Mechem, Jr.
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Charles S. Mechem, Jr., 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, her attorneys for her and in her name, place and
stead, and in his office and capacity in the Company, to execute and file
such registration statement on Form S-8, 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 ther 15th
day of September, 1997.
/s/ Mary D. Nelson
___________________________
Mary D. Nelson
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Mary D. Nelson, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ James F. Orr
___________________________
James F. Orr
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
James F. Orr, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ Brian H. Rowe
___________________________
Brian H. Rowe
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
Brian H. Rowe, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
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 Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the Cincinnati Bell Inc. Retirement Savings Plan on Form S-8; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
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 registration statement on Form S-8, 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 15th
day of September, 1997.
/s/ David B. Sharrock
___________________________
David B. Sharrock
Director
STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )
On the 15th day of September, 1997, personally appeared before me
David B. Sharrock, 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 15th day of September, 1997.
/s/ MARY JANET EDWARDS
___________________________
Notary Public
MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002
<PAGE>
Exhibit 99
CINCINNATI BELL INC.
RETIREMENT SAVINGS PLAN
(As amended and restated effective January 1, 1997)
<PAGE>
TABLE OF CONTENTS
CINCINNATI BELL INC.
RETIREMENT SAVINGS PLAN
Page
SECTION 1 - NAME AND PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . .1
1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 2 - GENERAL DEFINITIONS; GENDER AND NUMBER . . . . . . . . . . . . .1
2.1 General Definitions. . . . . . . . . . . . . . . . . . . . . . .1
2.2 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . .4
SECTION 3 - SERVICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
3.1 Eligibility Service. . . . . . . . . . . . . . . . . . . . . . .4
3.2 Vesting Service. . . . . . . . . . . . . . . . . . . . . . . . .4
3.3 Break in Service . . . . . . . . . . . . . . . . . . . . . . . .5
3.4 Hours of Service . . . . . . . . . . . . . . . . . . . . . . . .5
3.5 Service With Other Companies . . . . . . . . . . . . . . . . . .6
SECTION 4 - PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . .7
4.1 Participation. . . . . . . . . . . . . . . . . . . . . . . . . .7
4.2 Related Plan Participants. . . . . . . . . . . . . . . . . . . .7
SECTION 5 - ALLOTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .7
5.1 Pre-Tax and Post-Tax Allotments. . . . . . . . . . . . . . . . .7
5.2 Basic and Supplementary Allotments . . . . . . . . . . . . . . .8
5.3 Change in Allotments . . . . . . . . . . . . . . . . . . . . . .8
SECTION 6 - ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . .8
SECTION 7 - PARTICIPATING COMPANY CONTRIBUTIONS. . . . . . . . . . . . . . .9
SECTION 8 - LIMITATIONS ON ALLOTMENTS AND PARTICIPATING
COMPANY CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . 9
8.1 Section 401(k) Limitations . . . . . . . . . . . . . . . . . . .9
8.2 Section 401(m) Limitations . . . . . . . . . . . . . . . . . . 10
8.3 Section 401(m) Alternate Limitations . . . . . . . . . . . . . 11
8.4 Maximum Annual Additions . . . . . . . . . . . . . . . . . . . 12
8.5 Highly Compensated Employee. . . . . . . . . . . . . . . . . . 13
8.6 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.7 Section 402(g) Limitation. . . . . . . . . . . . . . . . . . . 14
8.8 Military Service . . . . . . . . . . . . . . . . . . . . . . . 14
i
<PAGE>
SECTION 9 - INVESTMENT DIRECTIONS. . . . . . . . . . . . . . . . . . . . . 15
SECTION 10 - MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . . . 15
10.1 Maintenance of Separate Accounts . . . . . . . . . . . . . . . 15
10.2 Valuations and Adjustments . . . . . . . . . . . . . . . . . . 15
SECTION 11 - DISTRIBUTION AND WITHDRAWAL . . . . . . . . . . . . . . . . . 15
11.1 Method of Payment. . . . . . . . . . . . . . . . . . . . . . . 15
11.2 Hardship Withdrawals While Still an Employee . . . . . . . . . 15
11.3 Other Withdrawals Prior to Termination of Employment . . . . . 16
11.4 Distribution on Termination of Employment. . . . . . . . . . . 17
11.5 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . 21
11.6 Missing Participants . . . . . . . . . . . . . . . . . . . . . 21
SECTION 11A - LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 11B - ALTERNATE PAYEES . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 12 - APPLICATION OF FORFEITED PARTICIPATING COMPANY CONTRIBUTIONS. 23
SECTION 13 - ADMINISTRATION BY TRUSTEE . . . . . . . . . . . . . . . . . . 24
13.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.2 Purchase of CBI Common Shares. . . . . . . . . . . . . . . . . 24
13.3 Voting of CBI Shares . . . . . . . . . . . . . . . . . . . . . 24
13.4 Tender Offer . . . . . . . . . . . . . . . . . . . . . . . . . 24
13.5 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 14 - ELECTION TO SUSPEND ALLOTMENTS. . . . . . . . . . . . . . . . 25
SECTION 15 - LEAVE OF ABSENCE, LAYOFF AND ABSENCE ON DISABILITY. . . . . . 25
SECTION 16 - CEASING TO BE ELIGIBLE; INSUFFICIENT COMPENSATION;
TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 17 - EFFECT OF SUSPENSION OF ALLOTMENTS. . . . . . . . . . . . . . 27
SECTION 18 - DESIGNATION OF BENEFICIARIES. . . . . . . . . . . . . . . . . 27
SECTION 19 - BENEFITS NOT ASSIGNABLE . . . . . . . . . . . . . . . . . . . 28
SECTION 20 - EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 21 - MODIFICATION OR MERGER OF PLAN. . . . . . . . . . . . . . . . 28
ii
<PAGE>
SECTION 22 - TERMINATION OF ALLOTMENTS AND CONTRIBUTIONS
UNDER PLAN; LIQUIDATION OF PLAN. . . . . . . . . . . . . . . . 29
SECTION 23 - NOTICES, REPORTS, ETC.. . . . . . . . . . . . . . . . . . . . 31
SECTION 24 - ADMINISTRATION AND INTERPRETATION OF PLAN . . . . . . . . . . 31
SECTION 25 - TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . 32
25.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
25.2 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 32
25.3 Minimum Allocation . . . . . . . . . . . . . . . . . . . . . . 34
25.4 Minimum Vesting. . . . . . . . . . . . . . . . . . . . . . . . 35
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Exhibit 99
CINCINNATI BELL INC.
RETIREMENT SAVINGS PLAN
(As amended and restated effective January 1, 1997)
SECTION 1
NAME AND PURPOSE OF PLAN
1.1 NAME. The plan set forth herein shall be known as the Cincinnati Bell
Inc. Retirement Savings Plan (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to provide a convenient way for
Eligible Employees to save on a regular and long-term basis for retirement and
to encourage Eligible Employees to make and continue careers with the
Participating Companies. The Plan is designated as a plan intended to qualify
under section 401(a) of the Code.
SECTION 2
GENERAL DEFINITIONS; GENDER AND NUMBER
2.1 GENERAL DEFINITIONS. For purposes of the Plan, the following terms
shall have the meanings hereinafter set forth unless the context otherwise
requires:
2.1.1 "Account" means the Account established for a Participant in
accordance with the provisions of the Plan.
2.1.2 "Affiliated Employer" means CBI, each corporation which is a
member of a controlled group of corporations (within the meaning of section
414(b) of the Code as modified by section 415(h) of the Code) which includes
CBI, each trade or business (whether or not incorporated) which is under common
control (within the meaning of section 414(c) of the Code as modified by section
415(h) of the Code) with CBI, each member of an affiliated service group (within
the meaning of section 414(m) of the Code) which includes CBI and each other
entity required to be aggregated with CBI under section 414(o) of the Code.
2.1.3 "CBI" means Cincinnati Bell Inc.
2.1.4 "CBI Shares" means common shares of CBI.
2.1.5 "Code" means the Internal Revenue Code of 1986.
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2.1.6 "Committee" means the Employees' Benefit Committee.
2.1.7 "Covered Compensation" means an Eligible Employee's basic
salary, lump sum merit awards and incentive compensation, including awards under
long and short term incentive plans for senior managers, as determined from the
payroll records, but shall not include shift differentials or other premium pay,
subject to the following:
(a) In the case of Cincinnati Bell Supply Company, Cincinnati
Bell Long Distance Inc. and Cincinnati Bell Directory Inc., "Covered
Compensation" shall included all cash compensation.
(b) For purposes of the Plan, an Eligible Employee's "Covered
Compensation" shall include the Covered Compensation which would have been paid
or includable in the Eligible Employee's gross income but for sections 125,
402(a)(8) and 402(h)(1)(B) of the Code.
2.1.8 "Covered Employee" means a Salaried Employee of a
Participating Company, subject to the following:
(a) The term "Covered Employee" shall not include an Hourly
Employee who is a temporarily promoted to a Salaried Employee position for one
year or less. For purposes of the Plan, "Hourly Employee" means an Employee
whose position is subject to automatic wage progression or whose pay is not at a
bi-weekly, semi-monthly, monthly or annual rate and "Salaried Employee" means an
Employee whose pay is at a bi-weekly, semi-monthly, monthly or annual rate and
whose position is not subject to automatic wage progression.
(b) The term "Covered Employee" shall not include a person who
is a leased employee within the meaning of section 414(n) of the Code. For
purposes of the preceding sentence, "leased employee" means a person who is not
an Employee and who provides services to an Affiliated Employer if (i) such
services are provided pursuant to an agreement between the Affiliated Employer
and any third party, (ii) such person has performed such services for the
Affiliated Employer (or for the Affiliated Employer and related persons) on a
substantially full-time basis for a period of at least one year and (iii) such
services are performed under primary direction and control of the Affiliated
Employer.
(c) The term "Covered Employee" shall not include an Employee who
is classified by a Participating Company as a co-op student, intern, job bank
employee or contingency employee.
(d) The term "Covered Employee" shall include all Employees of
Cincinnati Bell Long Distance Inc., Cincinnati Bell Supply Company, Cincinnati
Bell Telecommunication Services Inc. and, effective November 2, 1997, Cincinnati
Bell Wireless Company, other than Employees excluded under Section 2.1.8(b) or
(c).
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(e) The term "Covered Employee" shall not include any person who
is considered a substantial-service employee (within the meaning of Treas. Reg.
Section 1.414(r)-11(b)(2)) with respect to MATRIXX Marketing Inc. or any direct
or indirect subsidiary of MATRIXX Marketing Inc.
2.1.9 "Eligible Employee" means a Covered Employee who has been
credited with at least one year of Eligibility Service and who has attained age
21.
2.1.10 "Employee" means any person who is an employee of an
Affiliated Employer or who is deemed to be an employee of an Affiliated Employer
under section 414(n) of the Code.
2.1.11 "Enrollment Date" the first day of each month thereafter.
2.1.12 "ERISA" means the Employee Retirement Income Security Act of
1974.
2.1.13 "Interchange Company" means a company, other than an
Affiliated Employer, which is identified in an Interchange Agreement as a
company with respect to which service credit will be recognized under this Plan.
2.1.14 "Interchange Agreement" means an agreement between one or
more Participating Companies and one or more other companies, which are not
Affiliated Companies, which provides that service with such other companies will
be recognized for purposes of this Plan.
2.1.15 "Investment Manager" means an investment manager qualified
as such under Section 3(38) of ERISA.
2.1.16 "Non-Matured Amounts" means all amounts in a Participant's
Account which are attributable to matching contributions made by the
Participating Companies.
2.1.17 "Participant" means a person who has become a Participant in
the Plan and whose Account has not been fully distributed or forfeited.
2.1.18 "Participating Company" means CBI, Cincinnati Bell Telephone
Company, Cincinnati Bell Supply Company, Cincinnati Bell Long Distance Inc.,
Cincinnati Bell Directory Inc., Cincinnati Bell Telecommunication Services Inc.
and, effective November 2, 1997, Cincinnati Bell Wireless Company.
2.1.19 "Payroll Office" shall mean an Employee's payroll office, as
designated by the Participating Company which employs the Employee or which last
employed the Employee.
2.1.20 "Plan Year" means the calendar year.
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2.1.21 "Related Plan" means the Savings and Security Plan, the CBIS
Retirement and Savings Plan and the MATRIXX Marketing Inc. Profit Sharing/401(k)
Plan.
2.1.22 "Savings and Security Plan" means the Cincinnati Bell Inc.
Savings and Security Plan.
2.1.23 "Trust" means the trust established to hold the assets of
the Plan.
2.1.24 "Trustee" means the person or corporation serving as trustee
of the Trust.
2.1.25 "Valuation Date" means the last business day of each
calendar month and such other days as may be selected by the Committee.
2.2 GENDER AND NUMBER. For purposes of the 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.
SECTION 3
SERVICE
3.1 ELIGIBILITY SERVICE. Each Employee who completes at least 1,000 Hours
of Service during the 12-month period commencing on the day he first performs an
Hour of Service for an Affiliated Employer shall be credited with one year of
"Eligibility Service" as of the last day of such 12-month period. Each Employee
who fails to complete at least 1,000 Hours of Service during the 12-month period
commencing on the day he first performs an Hour of Service for an Affiliated
Employer shall be credited with one year of "Eligibility Service" as of the last
day of the first 12-month period (commencing on an anniversary of the day he
first performs an Hour of Service for an Affiliated Employer) during which he
completes at least 1,000 Hours of Service. For purposes of this paragraph, an
Employee will be considered to have completed 45 Hours of Service for each week
in which the Employee completes at least one Hour of Service.
3.2 VESTING SERVICE. An Employee's years of "Vesting Service" shall be
computed as follows:
3.2.1 An Employee shall be credited with years of Vesting Service
equal to the number of his years of Vesting Service counted for purposes of the
Plan as of January 1, 1989 (as calculated under the provisions of the Plan in
effect on such date).
3.2.2 An Employee shall be credited with one year of Vesting
Service for each calendar year ending after December 31, 1988 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 Section 3.2.2.
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3.2.3 Notwithstanding any other provision of this Section 3.2 to
the contrary, if an Employee who does not have nonforfeitable right to an
accrued benefit under the Plan incurs one or more consecutive one year Breaks in
Service, and if the number of such consecutive one year Breaks in Service equals
or exceeds the number of his years of Vesting Service credited to him prior to
such Break in Service (excluding any such years of Vesting Service which may be
disregarded because of a prior Break in Service), then his years of Vesting
Service credited to him prior to the first such one year Break in Service shall
all be disregarded. Notwithstanding the foregoing, effective January 1, 1985,
years of Vesting Service shall not be disregarded by reason of less than five
consecutive one year Breaks in Service
3.3 BREAK IN SERVICE. For purposes of the Plan, "Break in Service" means
a period of one or more consecutive calendar years during each of which the
Employee completes not more than 500 Hours of Service.
3.4 HOURS OF SERVICE. Subject to the rules contained in 29 CFR Section
2530.200b-2(b) and (c) (which are incorporated herein by reference), an
Employee's "Hours of Service" shall be computed as follows:
3.4.1 One Hour of Service shall be credited for each hour for
which an Employee is paid, or entitled to payment, for the performance of duties
for an Affiliated Employer during the applicable computation period.
3.4.2 One Hour of Service shall be credited for each hour for
which an 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. Notwithstanding the preceding sentence:
(a) No more than 501 Hours of Service are required to be
credited under this Section 3.4.2 to an 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 an 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 worker's compensation or unemployment compensation or disability
insurance laws; and
(c) Hours of Service are not required to be credited for a
payment which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee.
For purposes of this Section 3.4.2, 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
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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.
3.4.3 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. The same hours of service shall not be
credited both under Section 3.4.1 or Section 3.4.2, as the case may be, and
under this Section 3.4.3. Crediting of Hours of Service for back pay awarded or
agreed to with respect to periods described in Section 3.4.2 shall be subject to
the limitations set forth in that Section.
3.4.4 For purposes only of determining whether an Employee has
incurred a Break in Service, if the Employee is absent from work for an
Affiliated Employer (a) by reason of the pregnancy of the Employee, (b) by
reason of the birth of a child of the Employee, (c) by reason of the placement
of a child with the Employee in connection with the adoption of such child by
the Employee or (d) 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 will be credited
with one Hour of Service for each hour which the Employee would normally have
been scheduled to 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 preceding sentence:
(a) No more than 501 Hours of Service will be credited under
this Section 3.4.4 to an Employee on account of any single continuous period of
such an absence;
(b) Any Hours of Service which are to be credited to an Employee
under this Section 3.4.4 by reason of a single continuous period of absence will
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 will be credited for the calendar year next following the calendar year
in which such absence begins; and
(c) No Hours of Service will be credited to an Employee under
this Section 3.4.4 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 Section 3.4.4 and the number of days for which there was such an absence.
The same Hours of Service shall not be credited both under Section 3.4.1, 3.4.2
or 3.4.3, as the case may be, and under this Section 3.4.4.
3.5 SERVICE WITH OTHER COMPANIES. To the extent provided in any
Interchange Agreement, an Employee's service with any Interchange Company shall
be deemed to be service with an Affiliated Employer. Service with an Affiliated
Company shall include (a) all service with Creative Management Systems, Inc.
("CMS"), (b) in the case of a person employed in the Comtrack Services operation
of Control Data Corporation ("CDC") who became an employee of
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CMS on December 19, 1985, all service with CDC, its affiliates and predecessors
as recognized by CDC on December 19, 1985, (c) all service with Cellular
Business Systems, Inc. (d) in the case of a person employed by James V. Hood,
Inc. or YGJ Computer Corporation (collectively, the "Hood Companies") who became
an employee of Abacus Inc. on September 23, 1986, all service with the Hood
Companies as recognized by the Hood Companies on September 23, 1986, (e) all
service with Telephone Marketing Services, Inc. and (f) all service with CTI
Telecommunications, Inc. Except as provided in this Section 3.5, in the case of
a company which becomes an Affiliated Employer after January 1, 1988, service
with such company prior to the date on which such company became an Affiliated
Employer shall not be deemed to be service with an Affiliated Employer.
SECTION 4
PARTICIPATION
4.1 PARTICIPATION. An Employee may elect to become a Participant in the
Plan, beginning on any Enrollment Date on which the Employee is an Eligible
Employee, by authorizing allotments in accordance with Section 5 and directing
the investment of allotments in accordance with Section 9. Such authorization
and direction shall be in accordance with such rules as may be prescribed by the
Committee.
4.2 RELATED PLAN PARTICIPANTS. A Participant in this Plan who was a
participant in a Related Plan other than the Savings and Security Plan may
elect, under the provisions of such plan and under the provisions of this
Section 4.2, to have the amounts in the Participant's account in such plan
transferred to the Participant's Account in this Plan, for investment in the
ways authorized under Section 9. The amounts so transferred to the
Participant's Account in this Plan with respect to each Plan Year shall be the
same as the amounts credited to the Participant's account in such plan with
respect to each such Plan Year immediately prior to the transfer of the account
and, if the Participant has a loan outstanding under such plan, such loan shall
be deemed to be a loan made under this Plan. If a Participant in the Savings
and Security Plan becomes a Participant in this Plan, the amounts in his account
under the Savings and Security Plan shall automatically be transferred to this
Plan.
SECTION 5
ALLOTMENTS
5.1 PRE-TAX AND POST-TAX ALLOTMENTS. Allotments from Covered Compensation
shall be either pre-tax allotments or post-tax allotments. If an Employee
elects pre-tax allotments, the Employee's Covered Compensation shall be reduced
by the percentage elected, and the Participating Companies shall contribute an
equivalent amount to the Trust on behalf of the Employee. If an Employee elects
post-tax allotments, the percentage elected shall be deducted
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from the Employee's Covered Compensation and remitted to the Trust by the
Participating Companies.
It is intended that an Employee's pre-tax allotments shall be
considered, for Federal income tax purposes, as a direct contribution of the
Participating Companies and not includable in the Employee's wages subject to
Federal income tax for the year the pre-tax allotments are made. It is also
intended that an Employee's post-tax allotments shall not reduce the Employee's
wages subject to Federal income tax for the year the post-tax allotments are
made. All allotments made for periods prior to 1985 shall be considered to be
post-tax allotments.
5.2 BASIC AND SUPPLEMENTARY ALLOTMENTS. An Employee may authorize a basic
allotment of 1%, 2%, 3%, 4%, 5% or 6% of Covered Compensation. An Employee who
has authorized the maximum basic allotment of 6% may authorize a supplementary
allotment consisting of any whole percentage of Covered Compensation which when
added to the 6% basic allotment results in a total allotment of not more than
16% of Covered Compensation.
Allotments will begin with the first Covered Compensation paid after
the Enrollment Date on which the Employee becomes a Participant in the Plan.
Allotments shall be remitted by the Participating Companies to the Trust and
allocated to the Employee's Account not less frequently than monthly. An
Employee shall be entitled to contribute to the Trust only through salary
allotments except as described in Sections 6 and 11.4.7. Amounts attributable
to Employee allotments shall be immediately vested and shall not be subject to
forfeiture.
5.3 CHANGE IN ALLOTMENTS. A Participant, in accordance with such rules as
may be prescribed by the Committee, may change the percentage of Covered
Compensation authorized as a basic allotment or as a supplementary allotment or
both to another permissible percentage, and may change the pre-tax or post-tax
designation of allotments, effective with the Participant's first Covered
Compensation paid in the following month. No Participant may continue a
supplementary allotment unless the basic allotment is 6% of Covered
Compensation.
In the event of a change in a Participant's Covered Compensation, the
percentage of basic allotment and of supplementary allotment, if any, currently
in effect shall be applied as soon as practicable with respect to such changed
Covered Compensation, without action by the Participant.
SECTION 6
ROLLOVER CONTRIBUTIONS
Subject to such uniform and nondiscriminatory rules as the Committee may
prescribe, a Covered Employee may make a rollover contribution as described in
section 402(a)(5), 403(a)(4) or 408(d)(3) of the Code; provided that amounts
previously deducted by the Participant under section 219 of the Code may not be
contributed to the Trust. Amounts attributable to rollover
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contributions shall be immediately vested and shall not be subject to
forfeiture. A Covered Employee who makes a rollover contribution under this
Section 6 prior to becoming an Eligible Employee shall thereupon become a
Participant, provided that such Participant may not authorize allotments under
Section 5 or share in Participating Company contributions under Section 7 prior
to becoming an Eligible Employee
SECTION 7
PARTICIPATING COMPANY CONTRIBUTIONS
The Participating Companies shall contribute to the Plan on behalf of each
Participant an amount equal to 66-2/3% of the amount of the basic allotment from
the Covered Compensation of such Participant. Participating Company
contributions under this Section 7 with respect to basic allotments shall be
remitted to the Trust not less frequently than monthly. Participating Company
contributions will not be made with respect to supplementary allotments.
Notwithstanding the foregoing, (a) in the case of a Participant who receives
Covered Compensation from Cincinnati Bell Supply Company, the rate of
contribution during January, 1997 shall be 50% of the basic allotment from such
Covered Compensation and (b) in the case of who receives Covered Compensation
from Cincinnati Bell Long Distance Inc., the rate of contribution during the
period from January 1, 1997 through June 30, 1997 shall be 50% of the basic
allotment from such Covered Compensation..
Notwithstanding the foregoing, in the event of a distribution of a
Participant's allotments under Section 8.1, any Participating Company
contributions (and earnings thereon) under this Section 7 which are attributable
to such distributed allotments also shall be distributed to the Participant at
the same time; provided, however, that if such Participating Company
contributions (and earnings thereon) would have been subject to forfeiture if
the Participant had ceased to be an Employee, such contribution and earnings
shall not be distributed but shall be forfeited.
SECTION 8
LIMITATIONS ON ALLOTMENTS AND
PARTICIPATING COMPANY CONTRIBUTIONS
8.1 SECTION 401(k) LIMITATIONS. If for any Plan Year the pre-tax
allotments paid to the Trust on behalf of those Participants who are Highly
Compensated Employees exceed both the limitation contained in Section 8.1.1 and
the limitation contained in Section 8.1.2, the amounts attributable to such
pre-tax allotments (together with the amounts attributed to any related
Participating Company contributions) shall, to the extent necessary to insure
that at least one of such limitations will not be exceeded, be distributed to
such Participants prior to the end of the following Plan Year. Distribution
shall be made on the basis of the dollar amount of the pre-tax allotments made
by or on behalf of such Participants, beginning with the highest dollar amount.
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8.1.1 The Average Deferral Percentage for those Eligible
Employees who are Highly Compensated Employees must not be more than the
Average Deferral Percentage of all other Eligible Employees multiplied by
1.25.
8.1.2 The excess of the Average Deferral Percentage for those
Eligible Employees who are Highly Compensated Employees over the Average
Deferral Percentage of all other Eligible Employees must not be more than two
percentage points and the Average Deferral Percentage for those Eligible
Employees who are Highly Compensated Employees must not be more than the
Average Deferral Percentage of all other Eligible Employees multiplied by two.
Notwithstanding the foregoing, at the election of the Committee, in lieu of
making distributions to those Participants who are Highly Compensated Employees,
(a) the amounts which would otherwise be distributed shall be recharacterized as
amounts attributed to post-tax allotments (subject to the limitations contained
in Sections 8.2 and 8.3) or (b) the Participating Companies may make special
contributions on behalf of those Participants who are not Highly Compensated
Employees in an amount sufficient to satisfy the limitations of Section 8.1.1 or
8.1.2. Such special contributions shall be allocated among the Accounts of
those Participants who are not Highly Compensated Employees in the proportion
that each such Participant's Covered Compensation for the Plan Year bears to all
such Participants' Covered Compensation for the Plan Year and, for purposes of
the Plan, they shall be treated as such Participants' pre-tax allotments. For
purposes of the Plan, (a) the "Average Deferral Percentage" for a specified
group of Eligible Employees shall be the average of such Eligible Employees'
Individual Deferral Percentages and (b) "Individual Deferral Percentage" means,
with respect to any Eligible Employee for any Plan Year, the ratio of the
Employee's pre-tax allotments under Section 5.1 for such Plan Year to the
Eligible Employee's Compensation for such Plan Year. For purposes of
determining the Individual Deferral Percentage of an Eligible Employee who is a
Highly Compensated Employee, this Plan and all other 401(k) plans maintained by
any Affiliated Employer in which the Employee is eligible to participate shall
be treated as a single plan. In the event this Plan must be combined with one
or more plans (other than an employee stock ownership plan described in section
4975(e)(7) of the Code) in order to satisfy the requirements of section
401(a)(4) or 410(b) of the Code (other than the average benefits test described
in section 410(b)(2)(A)(ii) of the Code), then all cash or deferred arrangements
that are included in such plans shall be treated as a single arrangement for
purposes of section 401(k) of the Code.
8.2 SECTION 401(m) LIMITATIONS. If for any Plan Year the total
post-tax allotments plus the Participating Company contributions (other than
401(k) contributions) paid to the Trust by or on behalf of those Participants
who are Highly Compensated Employees exceed both the limitation contained in
Section 8.2.1 and the limitation contained in Section 8.2.2, the amounts
attributable to such post-tax allotments and Participating Company
contributions shall, to the extent necessary to insure that at least one of
such limitations will not be exceeded, be distributed to such Participants
prior to the end of the following Plan Year. Distribution shall be made on
the basis of the dollar amount of such post-tax allotments and Participating
Company (other than 401(k) contributions) contributions made by or on behalf
of such Participants, beginning with the
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highest dollar amount. Forfeitures under this Section 8.2 may not be
allocated to Participants whose contributions are reduced under this
Section 8.2.
8.2.1 The Average Contribution Percentage for those Eligible
Employees who are Highly Compensated Employees must not be more than the
Average Contribution Percentage of all other Eligible Employees multiplied by
1.25.
8.2.2 The excess of the Average Contribution Percentage for
those Eligible Employees who are Highly Compensated Employees over the
Average Contribution Percentage of all other Eligible Employees must not be
more than two percentage points and the Average Contribution Percentage for
those Eligible Employees who are Highly Compensated Employees must not be
more than the Average Contribution Percentage of all other Eligible Employees
multiplied by two.
Notwithstanding the foregoing, at the election of the Committee, all or part of
the pre-tax allotments of those Participants who are not Highly Compensated
Employees may be treated as post-tax allotments for purposes of satisfying the
limitations contained in this Section 8.2 and Section 8.3. For purposes of this
the Plan, (a) the "Average Contribution Percentage" for a specified group of
Eligible Employees, grouped by Compensation, shall be the average of such
Participants' Individual Contribution Percentages and (b) "Individual
Contribution Percentage" means, with respect to any Eligible Employee for any
Plan Year, the ratio of the post-tax allotments and Participating Company
contributions (other than 401(k) contributions) paid to the Trust by or on
behalf of the Eligible Employee for such Plan Year to the Eligible Employee's
Compensation for such Plan Year. The Average Contribution Percentage for any
Highly Compensated employee for any Plan Year who is eligible to have matching
employer contributions made on his behalf or to make after-tax contributions
under one or more plans described in section 401(a) of the Code (other than an
employee stock ownership plan described in section 4975(e)(7) of the Code)
maintained by any Affiliated Employer in addition to this Plan shall be
determined as if all such contributions were made to this Plan. In the event
that this Plan must be combined with one or more other plans (other than an
employee stock ownership plan described in section 4975(e)(7) of the Code) in
order to satisfy the requirements of section 401(a) or 410(b) of the Code (other
than the average benefits test described in section 410(b)(2)(A)(ii) of the
Code), all employee and matching contributions shall be treated as made under a
single plan for purposes of section 401(m) of the Code.
8.3 SECTION 401(m) ALTERNATE LIMITATIONS. The alternate
limitations set forth in this Section 8.3 shall apply if, for any Plan Year,
the total pre-tax allotments paid to the Trust on behalf of those
Participants who are Highly Compensated Employees exceed the limitation
contained in Section 8.1.1 and the total post-tax allotments and
Participating Company contributions (other than 401(k) contributions) paid to
the Trust by or on behalf of those Participants who are Highly Compensated
Employees exceed the limitation contained in Section 8.2.1. If for any Plan
Year the total post-tax allotments and Participating Company contributions by
or on behalf of those Participants who are Highly Compensated Employees
exceed the sum of the limitation contained in Section 8.3.1 and the
limitation contained in Section 8.3.2, the
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amounts attributable to such post-tax allotments and Participating Company
contributions shall, to the extent necessary to insure that at least one of
such limitations will not be exceeded, be distributed to such Participants
prior to the end of the following Plan Year. Distribution shall be on the
basis of the dollar amount of the post-tax allotments and Participating
Company (other than 401(k) contributions) contributions made by or on behalf
of such Participants, beginning with the highest dollar amount. Forfeitures
of contributions under this Section 8.3 may not be allocated to Participants
whose contributions are reduced under this Section 8.3..
8.3.1 The sum of (a) 125% of the lesser of (i) the Average
Deferral Percentage of those Eligible Employees who are not Highly
Compensated Employees or (ii) the Average Contribution Percentage of such
Eligible Employees; plus (b) the lesser of (i) 2% plus the greater of the
amounts determined under clause (a) of this Section 8.3.1 or (ii) 200% of the
greater of the amounts determined under clause (a) of this Section 8.3.2.
8.3.2 The sum of (a) 125% of the greater of (i) the Average
Deferral Percentage of those Eligible Employees who are not Highly
Compensated Employees or (ii) the Average Contribution Percentage of such
Eligible Employees; plus (b) the lesser of (i) 2% plus the lesser of the
amounts determined under clause (a) of this Section 8.3.2 or (ii) 200% of the
lesser of the amounts determined under clause (a) of this Section 8.3.2.
8.4 MAXIMUM ANNUAL ADDITIONS. Notwithstanding any other provision
of the Plan to the contrary, a Participant's total Annual Additions for any
Plan Year shall be limited in accordance with the following provisions:
8.4.1 In no event shall a Participant's Annual Additions for any
Plan Year exceed the lesser of (a) $30,000 (or such larger amount as may be
determined by the Commissioner of Internal Revenue for Plan Years beginning
on or after January 1, 1988) or (b) 25% of his Compensation for such Plan
Year.
8.4.2 If for any Plan Year, as a result of reasonable error in
estimating a Participant's Compensation or other facts and circumstances
approved by the Commissioner of Internal Revenue, a Participant's Annual
Additions could exceed the limitations set forth in Section 8.4.1, the
following adjustments shall be made in the following order to the extent
necessary to insure such limitations will not be exceeded: first, the
amounts attributable to the Participant's post-tax allotments for the Plan
Year shall be distributed to him; second, the amounts attributable to the
Participating Companies' contributions for the Plan Year on behalf of the
Participant under Section 7 shall be allocated to a suspense account under
Section 8.4.3; and third, the amounts attributable to the Participating
Companies' contributions for the Plan Year on behalf of the Participant under
Section 5.1 shall be allocated to a suspense account under Section 8.4.3.
8.4.3 That portion of the Participating Companies' contributions
for a Plan Year which is allocated to a suspense account under Section 8.4.2
shall be applied to reduce the contributions otherwise required of the
Participating Companies in the first Plan Year in which they can be applied
without exceeding the limitations of Section 8.4.1. The suspense account
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shall not share in the income, expenses, profits or losses of the Trust. The
Participating Companies shall not contribute any amount to the Trust which
results in additional amounts being credited to the suspense account. If the
Plan is terminated, any amount credited to the suspense account which cannot
be allocated to the Participants' Accounts shall be paid to the Participating
Companies.
8.4.4 For purposes hereof, "Annual Additions" means, with
respect to any Participant, the sum of all allotments, contributions and
forfeitures (other than rollover contributions described in Section 6 and
restorals described in Section 11.4.7) allocated to his Account for a Plan
Year. If a Participant is also a participant in another qualified defined
contribution plan maintained by an Affiliated Employer, (a) this Plan and
each such other plan shall be deemed to be one plan for purposes of the
limitations contained in this Section 8.4 and (b) any adjustments required to
insure that the limitations on Annual Additions are not exceeded shall be
made pro rata, based upon his Compensation taken into account for purposes of
this Plan and each such other plan.
8.5 HIGHLY COMPENSATED EMPLOYEE. For purposes of the Plan, "Highly
Compensated Employee" means an Employee (a) who, at any time during the Plan
Year for which the determination is being made or the preceding Plan Year,
was a 5% owner (as defined in section 416(i)(1) of the Code) of any
Affiliated Employer; or (b) who, for such preceding Plan Year, had
Compensation in excess of $80,000 (as adjusted pursuant to section 414(q)(1)
of the Code). For purposes of this Section 8.5, a former Employee shall be
deemed to be a Highly Compensated Employee with respect to a Plan Year if
such former Employee separated from service (or was deemed to have separated)
prior to the Plan Year, performed no services for an Affiliated Employer
during the Plan Year and was a Highly Compensated Employee of an Affiliated
Employer (under the provisions of the Plan then in effect) for either the
Plan Year in which he separated or any Plan Year ending on or after his 55th
birthday.
8.6 COMPENSATION. For purposes of this Section 8 "Compensation"
means an Employee's earned income, wages, salaries, and fees for professional
services and other amounts received for personal services actually rendered
in the course of employment with an Affiliated Employer (including, but not
limited to, commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and
bonuses), and excluding the following: (a) contributions by an Affiliated
Employer to a plan of deferred compensation which are not includable in the
Employee's gross income for the taxable year in which contributed, or
contributions by an Affiliated Employer under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation; (b) amounts realized from
the exercise of a non-qualified stock option, or when restricted stock (or
property) held by the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture; (c) amounts realized from
the sale, exchange or other disposition of stock acquired under a qualified
stock option; and (d) other amounts which received special tax benefits.
8.6.1 For purposes of Section 8.4, an Employee's Compensation
for a Plan Year is the Compensation actually paid or includable in gross
income during such Plan Year.
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8.6.2. For purposes of Sections 8.1, 8.2, 8.3 and 8.5 (for
purposes of Section 8, effective January 1, 1998), an Employee's Compensation
for a Plan Year is the Compensation actually paid or includable in gross
income during such Plan Year plus the Compensation which would have been paid
or includable in gross income during such Plan Year but for sections 125,
402(a)(8) and 402(h)(1)(B) of the Code.
8.6.3 For purposes of the Plan, (a) an Employee's "Compensation"
for any Plan Year prior to 1994 shall not be deemed to exceed $200,000 or
such greater amount as may be permitted for such Plan Year under section
401(a)(17) of the Code and (b) an Employee's compensation for any Plan Year
after 1993 shall not be deemed to exceed $150,000 or such greater amount as
may be permitted for such Plan Year under section 401(a)(17) of the Code. In
determining the compensation of a Participant for purposes of the foregoing
limitation, the rules of section 414(q)(6) of the Code shall apply, except in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal decedents of the Participant who have not attained
age 19 before the close of the Plan Year. If, as a result of the application
of such rules, either of the foregoing limitations is exceeded, then the
limitation shall be prorated among the affected individuals in proportion to
each such individual's compensation as determined under this Section 8.6.3
prior to the application of the limitation.
8.6.4 For purposes of applying the limitations contained in
Sections 8.1, 8.2 and 8.3, an Eligible Employee's Compensation shall not
include amounts paid prior to the date on which he became an Eligible
Employee.
8.7 SECTION 402(g) LIMITATION. Notwithstanding any other provision
of this Plan, in no event shall the amount of a Participant's Elective
Deferrals during any calendar year under this Plan and all other plans,
contracts or arrangements maintained by any Affiliated Employer exceed the
amount of the limitation in effect under section 402(g)(1) of the Code for
such calendar year. If a Participant has Excess Deferrals for any calendar
year, and if the Participant so elects, the Excess Deferrals (plus any
earnings and minus any losses allocable thereto) shall be distributed to the
Participant from his Account no later than April 15 following the calendar
year for which the Excess Deferrals were made. Any election under this
Section 8.7 shall be in writing, shall be filed with the Committee no later
than March 1 following the calendar year for which the Excess Deferrals were
made, shall specify the amount of the Excess Deferrals for the calendar year
and shall include the Participant's statement that if such Excess Deferrals
are not distributed, the sum of the amounts deferred by the Participant for
the calendar year under sections 401(k), 408(k) and 403(b) of the Code will
exceed the limits imposed by section 402(g) of the Code. For purposes of the
Plan, (a) "Elective Deferrals" means the amounts deferred by the Participant
for the calendar year under sections 401(k), 408(k) and 403(b) of the Code,
and (b) "Excess Deferrals" means that portion of a Participant's Elective
Deferrals for a calendar year in excess of the limits imposed by section
402(g) of the Code for such calendar year.
8.8 MILITARY SERVICE. Notwithstanding any provision of this Plan
to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with section 414(u)
of the Code.
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SECTION 9
INVESTMENT DIRECTIONS
All amounts credited to a Participant's Account shall be invested, in
accordance with the Participant's direction, in such investments as may be
permitted by the Committee.
SECTION 10
MAINTENANCE AND VALUATION OF ACCOUNTS
10.1 MAINTENANCE OF SEPARATE ACCOUNTS. There shall be established
for each Participant a separate Account, which shall reflect all of the
Participant's pre-tax and post-tax allotments, all related Participating
Company contributions to the Trust, all contributions and allotments
transferred from the Related Plans, all of the Participant's rollover
contributions and the investment of such allotments and contributions. Each
Participant will be furnished a statement of Account at least annually.
10.2 VALUATIONS AND ADJUSTMENTS. The Trustee shall value the Trust
assets at their fair market value as of each Valuation Date. Based upon the
results of such valuation, each outstanding Plan Account shall be adjusted to
reflect the increase or decrease thereof, and any applicable contributions,
withdrawals, distributions or forfeitures, since the preceding Valuation Date.
SECTION 11
DISTRIBUTION AND WITHDRAWAL
11.1 METHOD OF PAYMENT. Upon any distribution or withdrawal from a
Participant's Account, payment shall be made in the following manner:
11.1.1 With respect to amounts representing investment in CBI
Shares, payment shall be in CBI Shares; provided that, in the case of any
fraction of a CBI Share, payment shall be in cash; provided further that, at
the election of the Participant or the Participant's beneficiary, payment of
all amounts representing investment in CBI Shares shall be in cash.
11.1.2 With respect to amounts representing types of investments
other than CBI Shares, payment shall be in cash.
11.2 HARDSHIP WITHDRAWALS WHILE STILL AN EMPLOYEE. An Employee who
demonstrates a Hardship, to the satisfaction of the Committee, may elect to
withdraw from his Account the lesser of (a) all amounts attributable to the
Employee's pre-tax allotments (reduced by any income earned on the Employee's
pre-tax allotments after December 31, 1988) or (b) the amount
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<PAGE>
required to alleviate the Hardship. Such an election shall be made on a form
to be provided for the purpose and shall be signed by the Employee and, if
approved by the Committee, delivered to the Payroll Office by the Committee.
Payment to the Employee pursuant to such an election of withdrawal shall be
made as soon as practicable after the end of the month in which the election
form is delivered to the Payroll Office. If less than all amounts
attributable to the Employee's pre-tax allotments are being withdrawn, such
withdrawal shall be deemed to be made pro rata from the amounts the various
types of investments, including CBI Shares, in which the Employee's pre-tax
allotments are invested, on the basis of the values of the respective
investments as of the end of the month of withdrawal. For purposes hereof,
"Hardship" means an immediate and heavy financial need of the Employee or his
dependents because of sickness, disability or other financial emergency, but
only to the extent consistent with section 401(k) of the Code and any
regulations issued by the Secretary of the Treasury thereunder. The
determination of whether an Employee has incurred a Hardship shall be made on
the basis of all relevant facts and circumstances. A financial need shall
not fail to qualify merely because it was reasonably foreseeable or
voluntarily incurred. A distribution for any of the following needs shall be
deemed to be made on account of Hardship: (a) medical expenses described in
section 213(d) of the Code incurred by the Employee, the Employee's spouse or
any dependent of the Employee (as defined in section 152 of the Code); (b)
purchase (excluding mortgage payments) of a principal residence of the
Employee; (c) payment of tuition for the next semester or quarter of
post-secondary education or (d) the need to prevent the eviction of the
Employee from his principal residence or foreclosure on the mortgage of the
employee's principal residence. The foregoing list of needs shall not be
exclusive. If an Employee makes a Hardship withdrawal under this Section
11.2, the Employee's elective contributions and employee contributions
(within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)(iii)) to this
Plan and all other plans maintained by any Affiliated Employer shall be
suspended for 12 months after the withdrawal and the Participant's elective
contributions (within the meaning of Treas. Reg. Section
1.401(k)-1(d)(2)(iii)) to this Plan and all other plans maintained by any
Affiliated Employer for the calendar year immediately following the calendar
year in which the withdrawal occurs may not exceed the applicable limit under
section 402(g) of the Code for the calendar year immediately following the
calendar year in which the withdrawal occurs less the amount of such elective
contributions for the calendar year in which the withdrawal occurs.
11.3 OTHER WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT. An
Employee may make withdrawals from his Account, effective as of the end of
any month, by giving notice specifying that the Employee elects to withdraw:
(a) all amounts attributable to post-tax supplementary allotments
for the current Plan Year and all preceding Plan Years, all amounts
attributable to post-tax basic allotments for all Plan Years prior to the
second preceding Plan Year and all amounts attributable to rollover
contributions;
(b) all nonforfeitable amounts attributable to Participating
Company contributions to the Trust for all Plan Years prior to the second
preceding Plan Year; and
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(c) all amounts attributable to post-tax basic allotments for the
current Plan Year and the two preceding Plan Years.
Payment to the Employee pursuant to such an election of withdrawal shall
be made as soon as practicable after the end of the month of withdrawal. Any
notice under this Section 11.3 shall be given in such manner as may be
prescribed by the Committee.
Each time an Employee makes a withdrawal pursuant to clause (c) above,
(i) all amounts representing Non-Matured Amounts shall be forfeited and (ii)
the Employee's allotments shall be suspended for six months. Clause (i) of
the preceding sentence shall not apply to an Employee who has attained age 65
or who has been credited with at least five years of Vesting Service (or, in
the case of an Employee who is employed on the Cincinnati Bell Long Distance
Inc. payroll on or after January 1, 1996, three years of Vesting Service) or
who first performed an Hour of Service prior to 1994, however, the amounts
which otherwise would be forfeited by such Employee shall not be made
available to the Employee until termination of employment or pursuant to any
other applicable provision of this Section 11. Withdrawals under this
Section 11.3 shall only be made clause by clause in the order to set forth
herein, beginning with clause (a) and continuing first through clause (b) and
then through clause (c) only after first or simultaneously withdrawing all
amounts available under all preceding clauses. Any cash amounts withdrawn by
an Employee shall be not less than $500, except that an Employee who elects
to withdraw under clause (a) or (b) may receive, or if the Employee elects to
withdraw under clause (c) the Employee must receive, the total amount
available under each of such clauses with respect to which the election is
effective. Any amounts withdrawn by an Employee which are attributable to
allotments shall be deemed to be made pro rata from the amounts representing
the various types of investments in which the allotments are invested, on the
basis of the values of the respective amounts as of the end of the month of
withdrawal. Withdrawals by an Employee under this Section 11.3 may not be
made more than twice in any Plan Year.
11.4 DISTRIBUTION ON TERMINATION OF EMPLOYMENT.
11.4.1 RETIREMENT OR OTHER TERMINATION OF EMPLOYMENT EXCEPT
DEATH. If a Participant ceases to be an Employee for any reason other than
death, distribution of all the amounts in the Participant's Account will be
made as of the end of the month in which he ceases to be an Employee, except
amounts representing Non-Matured Amounts in the Participant's Account, which
shall be forfeited as of the end of the month in which he ceases to be an
Employee. Notwithstanding the preceding sentence, distribution of all the
amounts in a Participant's Account will be made, without forfeiture, in case
of termination of employment of a Participant who (i) has been credited with
five years of Vesting Service (or, in the case of a Participant who is
employed on the Cincinnati Bell Long Distance Inc. or CTI Communications,
Inc. of Indiana payroll on or after January 1, 1996, three years of Vesting
Service), (ii) terminates employment because of disability, (iii) has
attained age 65, the normal retirement age, (iv) terminates employment
pursuant to the provisions of the Supplemental Income Protection Program or
the Management Surplus Reduction Plan or in accordance with a Participating
Company's practices with respect to technological displacement, (v) is
covered by an Interchange Agreement which provides for the full vesting of
the Participant's Account, (vi)
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effective January 1, 1993, is laid off, or (vii) effective January 1, 1994,
first performed an Hour of Service prior to 1994. The distribution shall be
made as soon as practicable, but not later than 60 days after the later of
the close of the Plan Year in which the Participant attains age 65 or the
close of the Plan Year in which the Participant ceases to be an Employee.
11.4.2 DEATH. In case of death of a Participant, all of the
amounts in the Account as of the end of the month of death will be
distributed pursuant to Section 18.
11.4.3 INSTALLMENT DISTRIBUTION ON RETIREMENT OR ON TERMINATION
OF EMPLOYMENT IN CASE OF DISABILITY. Except as otherwise provided in this
Section 11.4.3, in the case of a Participant who, prior to January 1, 1985,
retired or terminated employment because of disability and elected to receive
payment of the Account in annual installments, such installments shall
continue to be paid until the balance in the Participant's Account has been
distributed.
A Participant who elected, prior to January 1, 1985, to
receive installment payments may revoke such election by giving written
notice at least twenty days prior to the end of any month, and upon such
revocation the amounts remaining in the Account at the end of such month
shall be distributed to the Participant in a single payment in the manner and
on the basis of valuation provided in Section 11.1. Such a revocation shall
be made in a letter signed by the Participant and sent to the Secretary of
the Committee.
If a Participant who elected to receive installment
payments dies before receiving all such installments, all amounts remaining
at death shall be distributed pursuant to Section 18.
If a Participant elected, on or before December 1, 1979 or
after May 1, 1980, to receive installment payments and is thereafter
reemployed before receiving all such installments, the installment payments
will continue during the period of reemployment with respect to the amounts
in the Participant's Account immediately prior to the period of reemployment.
Any amounts credited to the Participant's Account during the period of
reemployment shall be distributed after the subsequent termination of
reemployment, as provided in Section 11.4.1. However, if after the
subsequent termination of reemployment, there remain any number of
installment payments with respect to amounts in the Participant's Account
prior to the period of reemployment, an election under Section 11.4.3 with
respect to amounts credited during the period of reemployment must be for the
same number of installments. If a Participant elected after December 1, 1979
and on or before May 1, 1980 to receive installment payments and thereafter
is reemployed before receiving all such installments, the amounts then
remaining in the Participant's Account shall not be distributed while such
reemployment continues. Such remaining amounts plus any amounts credited
during the period of reemployment which are in the Participant's Account at
the time of subsequent termination of reemployment shall be paid in
installments, the number of which shall be the number of installments
remaining unpaid at the commencement of the period of reemployment. For the
purpose of this Section 11.4.3, the effect of reemployment on a prior
election to receive installments shall apply only if the prior election was
made in connection with the Participant's retirement or termination of
employment from a Participating Company.
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11.4.4 ELECTION OF ANNUITY ON RETIREMENT OR ON TERMINATION OF
EMPLOYMENT IN CASE OF DISABILITY. In the case of retirement of a Participant
or termination of employment because of disability, such Participant may
elect to have the value of all amounts which would otherwise be distributed
in cash as provided in Section 11.4.1 applied directly to the purchase by the
Trustee of an annuity contract in the name of the Participant from an
insurance carrier or carriers selected by the Committee, which annuity
contract is not contingent upon the survival of the Participant or the
Participant's spouse; provided that in accordance with the provisions of
Section 11.5, the annuity contract may not provide for annuity payments
extending beyond the life expectancy of the Participant. Such election shall
be made on a form to be provided for the purpose, signed by the Participant
and delivered to the Payroll Office within ninety days prior to such
retirement or termination.
11.4.5 DEFERRAL OF DISTRIBUTION ON RETIREMENT OR ON TERMINATION OF
EMPLOYMENT EXCEPT DEATH. Notwithstanding any other provision hereof to the
contrary, if the value of the amounts to be distributed to a Participant
under Section 11.4.1 or to be applied to the purchase of an annuity contract
for the Participant under Section 11.4.4 is in excess of $3,500 (in excess of
$5,000, effective January 1, 1998), such amounts shall remain in the Plan and
shall not be so distributed or applied until the earlier of (1) the last day
of March of the calendar year next following the calendar year in which the
Participant attains age 70-1/2 or (ii) the last day of the month in which the
Participant's death occurs. A Participant whose amounts are being held in
the Plan pursuant to the preceding sentence may elect to have such amounts
distributed as of the end of any earlier month by giving prior written notice
on a form provided for the purpose and shall be signed by the Participant.
If the Participant dies before such amounts have been distributed or applied
to purchase an annuity, such amounts shall be distributed pursuant to Section
18. In the event of a deferred distribution under this Section 11.4.5,
amounts representing Non-Matured Amounts shall not be forfeited until the
earlier of (a) the end of the month in which the Participant incurs a five
year Break in Service or (b) the end of the month when the remaining amounts
in the Participant's Account are distributed.
11.4.6 REQUIRED DISTRIBUTIONS. The provisions of this Section
11.4 shall apply to any distribution from a Participant's Account and will
have precedence over any inconsistent provisions of the Plan.
(a) All distributions from the Plan shall be determined and
made in accordance with the Proposed Regulations under Section 401(a)(9) of
the Code, including the minimum distribution incidental benefit requirement
of section 1.401(a)(9)-2 of the proposed regulations.
(b) If a Participant who is a 5% owner (as defined in section
416(i)(1) of the Code) of any Affiliated Employer remains an Employee after
the calendar year in which he attains age 70-1/2, the balance in his Account
shall be distributed to him in one lump sum as of the last day of the year in
which he attains age 70-1/2 and any amounts allocated to his Account during
any subsequent year shall be distributed as of the last day of such
subsequent year (unless previously distributed).
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11.4.7 RESTORAL OF FORFEITED AMOUNTS. Notwithstanding the
provisions of this Section 11.4 relating to the forfeiture of amounts
representing Non-Matured Amounts in a Participant's Account, the amounts
forfeited shall subsequently be restored to the Participant's Account,
through contributions of the Participating Companies, if the Participant
makes a lump-sum payment in cash to the Trustee in an amount equal to the
cash plus the value on the date of withdrawal or distribution of the CBI
Shares, if any, which the Participant received in the withdrawal or
distribution after December 31, 1975 which resulted in the forfeiture. This
Section 11.4.7 shall apply in the case of a forfeiture pursuant to Section
11.3 if the Participant makes such payment to the Trustee at a time the
Participant is a Covered Employee and such payment is made within five years
from the date of withdrawal. This Section 11.4.7 shall apply in the case of
a forfeiture pursuant to Section 11.4.1 or 11.4.5 if the Participant makes
payment to the Trustee after reemployment as a Covered Employee and such
payment is made before the earlier of (a) five years after the Participant
first resumes employment or (b) the end of the month in which the Participant
incurs a five year Break in Service (from the date of distribution).
Such repaid amounts attributable to allotments and rollover
contributions shall be invested according to the Participant's investment
direction in effect at the time of such repayment. Such repaid amounts
attributable to contributions of the Participating Companies plus the amounts
restored shall be invested in CBI Shares. The number of amounts credited to
the Participant's Account shall be based on the value of the amounts
representing each type of investment as of the end of the month in which such
repayment is made. Except for the amounts credited from the restoral of
forfeited amounts and from the portion of the repaid amounts attributable to
amounts credited to the Participant's Account during the Plan Year of
withdrawal or distribution and each of the two preceding Plan Years, such
amounts shall be credited with respect to the Plan Years, prior to the two
Plan Years preceding the Plan Year of withdrawal or distribution, for which
amounts were credited to the Participant's Account immediately before the
withdrawal or distribution which resulted in the forfeiture. For purposes of
the preceding sentence, the value of the amounts credited with respect to
each such Plan Year shall equal the value, at the time of withdrawal or
distribution, of the amounts credited to the Participant's Account, with
respect to such Plan Year, which were withdrawn or distributed.
Amounts credited from the restoral of forfeited amounts and
from the portion of the repaid amounts attributable to amounts credited to
the Participant's Account during the Plan Year of withdrawal or distribution
and each of the two preceding Plan Years shall be credited with respect to
the Plan Year in which repayment is made and the preceding two Plan Years.
The amounts credited with respect to the Plan Year in which repayment is made
shall equal the value, at the time of withdrawal or distribution, of the
amounts credited with respect to the Plan Year of withdrawal or distribution.
The amounts credited with respect to each of the two Plan Years preceding
the Plan Year of repayment shall equal the value, at the time of withdrawal
or distribution, of the amounts credited with respect to each of the two Plan
Years, respectively, preceding the Plan Year of withdrawal or distribution.<PAGE>
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11.5 DIRECT ROLLOVERS. Effective January 1, 1993, any Participant or
beneficiary who is entitled to receive a distribution from the Plan in the
form of an eligible rollover distribution may elect to have part or all of
such distribution paid directly to an eligible retirement plan. Any election
under this Section 11.5 shall be made on forms furnished and in the manner
prescribed by the Committee. Notwithstanding the foregoing, the minimum
amount which a Participant or beneficiary may elect to have paid to an
eligible retirement plan is (a) $200.00, if the entire eligible rollover
distribution is being paid to the eligible retirement plan or (b) $500.00,
if less than the entire eligible rollover distribution is being paid to the
eligible retirement plan. For purposes of this Section 11.5, "eligible
rollover distribution" means any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible rollover
distribution does not include: 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; any
distribution to the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities). For
purposes of this Section 11.5, "eligible retirement plan" means an individual
retirement account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
11.6 MISSING PARTICIPANTS. If a Participant or beneficiary who is
entitled to receive a distribution under the Plan cannot be located within
six months, after such investigation as the Committee deems appropriate, the
amount otherwise distributable to such Participant or beneficiary shall
thereupon be forfeited; provided that if such Participant or beneficiary
thereafter makes a claim for the amount forfeited hereunder, the amount so
forfeited (unadjusted for any gains or losses occurring subsequent to the
date of the forfeiture) shall be restored to the Trust through additional
Participating Company contributions and paid to the Participant or
beneficiary.
SECTION 11 A
LOANS
Subject to the provisions of this Section 11A, a Participant who is an
Employee of a Participating Company and whose Account (exclusive of amounts
attributable to basic allotments and Participating Company contributions for
the current Plan Year and the two preceding Plan Years and exclusive of
income earned on pre-tax allotments after December 31, 1988) has a value of
at least $2,000 may, with the consent of the Committee, borrow from his
Account.
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11A.1 The minimum amount a Participant may borrow is $1,000. The
maximum amount a Participant may borrow is the lesser of: (a) 50% of the
value of the vested (nonforfeitable) portion of the Participant's Account
(exclusive of amounts attributable to basic allotments and Participating
Company contributions for the current Plan Year and the two preceding Plan
Years and exclusive of income earned on pre-tax allotments after December 31,
1988) or (b) $50,000 reduced by the highest outstanding balance of loans from
the Account (and from any other qualified plan maintained by an Affiliated
Employer) during the one year period ending on the day before the date the
loan is made.
11A.2 No Participant may have more than two loans outstanding at any
time. No Participant may borrow from his Account more than twice in any Plan
Year.
11A.3 Each loan shall bear a reasonable rate of interest (as
determined by the Committee) and shall be secured by the loaned portion of
the Participant's Account. The minimum term of any loan shall be six months
and the maximum term of any loan shall be fifty-nine months. (For the
purpose of this Section 11A.3, the term of the loan will commence with the
first day of the month in which the loan proceeds are paid to the
Participant.) Substantially equal amortization of the loan (with payments
not less frequently than monthly) shall be required.
11A.4 In the case of any loan, amounts in the Account attributable to
pre-tax allotments shall be liquidated first. If such amounts are not
sufficient, additional amounts shall be liquidated in the order provided for
withdrawals in Section 11.3. Any amounts borrowed which are attributable to
allotments or rollover contributions shall be deemed to be made pro rata from
the amounts representing the various types of investments in which the
allotments or rollover contributions are invested on the basis of the values
of the respective amounts as of the end of the month in which the loan is
approved.
11A.5 Loan principal and interest payments must be made through
payroll deductions, beginning with the first paycheck of the month following
the month in which the loan proceeds are paid to the Participant; provided
that the Participant may prepay the entire outstanding balance on a loan at
any time after six months. Loan principal and interest payments shall be
credited to the Participant's Account. Loan payments attributable to
allotments shall be invested accordingly to the Participant's investment
direction in effect at the time of payment. Loan payments attributable to
Participating Company contributions shall be invested in CBI Shares. The
number of amounts credited to the Participant's Account shall be based on the
value of the amounts representing each type of investment as of the end of
the month in which the loan payment is made.
11A.6 If the Participant ceases to be an Employee for any reason
(including death), the remaining balance on each outstanding loan shall
become immediately due and payable and, if not paid by the Participant, shall
be satisfied through a distribution from the Participant's Account under
Section 11.4. If the Participant's pay is insufficient to cover the loan
payments due or if the Participant's payroll deductions for loan payments are
reduced or suspended for any reason, unless arrangements for manual payments
(satisfactory to the
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Committee) are made, the remaining balance on each outstanding loan shall
become immediately due and payable and shall be satisfied through a
withdrawal from the Participant's Account first under Section 11.3 and,
second, under Section 11.2. If a Participant with an outstanding loan
becomes a participant in a Related Plan but does not elect to have his
Account transferred to the Related Plan, the loan shall become immediately
due and payable.
11A.7 The Committee, in its discretion, may establish such loan fees
and prescribe such additional terms and conditions for loans as it deems
necessary or appropriate.
SECTION 11B
ALTERNATE PAYEES
The provisions of this Section 11B shall apply to any person who is
determined to be an alternate payee (within the meaning of section 414(p)(8)
of the Code) with respect to a Participant's Account. Unless the qualified
domestic relations order applicable to the Participant's Account otherwise
provides, the alternate payee shall have, with respect to the alternate
payee's interest in the Participant's Account: (a) the investment powers of
a Participant under Section 9, (b) the withdrawal rights of a Participant
under Section 11.2, except that the alternate payee shall not be required to
establish a Hardship; (c) the withdrawal rights of a Participant under
Section 11.3; (d) the voting rights of a Participant under Section 13.3; and
(e) the right of a Participant to designate a beneficiary under Section 18;
and (f) the right to receive an immediate distribution of the alternate
payee's interest (to the extent that such interest is nonforfeitable).
SECTION 12
APPLICATION OF FORFEITED PARTICIPATING COMPANY CONTRIBUTIONS
All amounts forfeited under the Plan by a Participant shall be applied
as a credit to reduce subsequent contributions of the Participating Companies
under Section 5, and shall be valued for such purpose as of the end of the
month in which the forfeiture occurred. In the event the Plan is terminated,
any forfeitures not applied prior thereto shall be credited ratably to the
Participants' Accounts in proportion to the amounts of the Participating
Company contributions made to such Accounts for the last month with respect
to which contributions were made.
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SECTION 13
ADMINISTRATION BY TRUSTEE
13.1 GENERAL. All assets of the Plan shall be held in the Trust for
the exclusive benefit of the Participants and their beneficiaries. Except as
to the costs and expenses of the Plan and Trust not otherwise provided for
and except as otherwise provided herein, in no event shall it be possible for
any of the assets of the Plan to be used for, or diverted to purposes other
than for the exclusive benefit of the Participants and their beneficiaries.
No person shall have any interest in or right to any part of the assets of
the Plan, except as and to the extent provided in the Plan and the Trust.
13.2 PURCHASE OF CBI COMMON SHARES. At the direction of CBI, the
Trustee shall purchase any CBI Shares required for the Plan, or cause such
shares to be purchased, in the open market or by private purchase, including
purchase from CBI. Any purchase from CBI shall be at the fair market value
on the date of purchase or at any more favorable price that may be made
available to the Trustee from time to time as a holder of CBI Shares.
13.3 VOTING OF CBI SHARES. Before each annual or special meeting of
shareholders of CBI there shall be sent to each Participant who has any
amounts representing CBI Shares a copy of the proxy solicitation materials
for the meeting and a form requesting instructions to the Trustee on how to
vote the CBI Shares represented by amounts credited to such Participant's
Account. Upon receipt of such instructions, the Trustee shall vote the CBI
Shares as instructed. The Trustee shall vote the CBI Shares for which it
does not receive voting instructions in the same proportions as it votes the
CBI Shares for which it does receive such instructions. All voting
instructions shall be confidential and shall not be disclosed to any
Affiliated Employer.
13.4 TENDER OFFER. In the event of a Tender Offer, each Participant
shall have the right to determine whether the CBI Shares allocated to his
Account (or represented by amounts credited to his Account) shall be tendered.
13.4.1 The Trustee may not take any action in response to a
Tender Offer except as otherwise provided in this Section. For purposes of
this Section 13.4, each Participant is a named fiduciary as that term is used
in ERISA with respect to the CBI Shares allocated to his Account or
represented by amounts credited to his Account.
13.4.2 Subject to the provisions of this Section 13.4, each
Participant may direct the Trustee to sell, offer to sell, exchange or
otherwise dispose of the CBI Shares allocated to his Account (or represented
by amounts credited to his Account) in accordance with the terms and
conditions of the Tender Offer. Such direction shall be confidential and
shall not be disclosed to any Affiliated Employer. Such direction shall be
in such form and shall be filed in such manner and at such time as the
Trustee may prescribe. The Trustee shall sell, offer to sell, exchange or
otherwise dispose of the CBI Shares allocated to (or represented by amounts
credited to) the
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Participant's Account with respect to which it has received timely and valid
directions under this Section 13.4.
13.4.3 To the extent to which Participants do not issue timely or
valid directions to the Trustee to sell, offer to sell, exchange or otherwise
dispose of the CBI Shares allocated to their Accounts, such individuals shall
be deemed to have directed the Trustee that such shares remain invested in
CBI Shares subject to all provisions of the Plan.
13.4.4 CBI Shares which, following the Trustee's tender thereof,
have not been accepted by the party making such a Tender Offer and are
returned to the Trustee shall be credited to the Accounts of Participants for
whom such shares were tendered in proportion to the shares that were tendered.
13.4.5 For purposes of the Plan, "Tender Offer" means a tender
offer, exchange offer or other offer to purchase one or more percent of the
then outstanding CBI Shares by any one or more persons, corporations or other
entities other than an Affiliated Employer or an employee benefit plan of an
Affiliated Employer.
13.5 AUDIT. CBI shall select a firm of independent certified public
accountants to examine and report on the financial statements of the Plan.
SECTION 14
ELECTION TO SUSPEND ALLOTMENTS
A Participant, in accordance with such rules as may be prescribed by the
Committee, may voluntarily suspend the making of allotments effective with
the Participant's first Covered Compensation paid in the following month. A
Participant may terminate such a suspension of allotments in accordance with
such rules as may be prescribed by the Committee.
SECTION 15
LEAVE OF ABSENCE, LAYOFF AND ABSENCE ON DISABILITY
If a Participant is granted a leave of absence by a Participating
Company, there shall be no allotments during the period of the leave, and the
Participant's allotments shall be deemed to be suspended during such period.
If a Participant is laid off, there shall be no allotments during the
period of layoff and the Participant's allotments shall be deemed to be
suspended during such period. Prior to 1993, if at the end of twelve months
the Participant has not returned as a Covered Employee, the Participant's
employment shall be deemed to have terminated at such time for distributions
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purposes. After 1992, any layoff shall be deemed to terminate the
Participant's employment for distribution purposes.
If a Participant is absent on account of disability and is receiving
disability benefits under a Participating Company's disability benefit plan,
allotments will be made from benefits (to the extent that such benefits are
taxable for Federal income tax purposes), and whenever allotments are
referred to in the Plan the reference shall include allotments from such
benefits. A Participant who is receiving disability benefits may at any time
elect to suspend allotments from such benefits in accordance with such rules
as may be prescribed by the Committee. In such event allotments from
benefits will be suspended for the remaining period the Participant is on
disability benefits; provided, however, that at the end of any month during
such period allotments from disability benefits may be resumed in accordance
with such rules as may be prescribed by the Committee. If immediately
following the end of the period during which the Participant is on disability
benefits such Participant is neither an Employee in active service nor on
leave of absence, the Participant's employment shall be deemed to have been
terminated at such time for the purpose of distribution under the Plan. Such
distribution will involve no forfeiture by the Participant.
SECTION 16
CEASING TO BE ELIGIBLE; INSUFFICIENT COMPENSATION; TRANSFERS
The making of allotments from the Covered Compensation of a Participant
shall be suspended while the Participant is an Employee (a) if the
Participant ceases to be a Covered Employee or (b) if the Covered
Compensation is insufficient (after all deductions required by law and all
other deductions authorized by the Participant) to permit the making of the
full amount of such allotments.
If a Participant in this Plan becomes a participant in a Related Plan,
the Participant may elect to have the amounts in the Participant's Account in
this Plan transferred to the Participant's account in the Related Plan.
Thereafter, the amounts transferred to the Related Plan shall be governed
entirely by the terms of the Related Plan. If the amounts in a Participant's
Account in this Plan are transferred to the Related Plan, in accordance with
the provisions of this Section 16, the Trustee shall transfer such amounts in
cash to the trustee of the Related Plan as soon as practicable after such
value has been determined. If a Participant in this Plan becomes a
Participant in the Savings and Security Plan, the amounts in his Account in
this Plan shall automatically be transferred to his account in the Savings
and Security Plan. Effective April 1, 1994, if a Participant in this Plan
becomes a participant in a Related Plan, his Account under this Plan shall
thereupon become fully vested and nonforfeitable.
If a Participant becomes a Participant in the CBIS 401(k) Retirement Plan
(the "CBIS Plan") on January 1, 1992, the value of the amount in the
Participant's Account in this Plan shall be transferred to the CBIS Plan.
The amounts transferred to the CBIS Plan shall be governed entirely by the
terms of the CBIS Plan. If the amount in a Participant's Account in this
Plan is
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transferred to the CBIS Plan, in accordance with the provisions of this
Section 16, the Trustee shall transfer such amount in cash or in kind to the
trustee of the CBIS Plan as soon as practicable after such amount has been
determined.
SECTION 17
EFFECT OF SUSPENSION OF ALLOTMENTS
Whenever the making of basic allotments is suspended, related
Participating Company contributions shall also be suspended. If an event
causing suspension occurs during a period when a suspension is already in
effect, the periods of suspension shall run concurrently. When all
suspensions are ended, the making of allotments shall be resumed beginning
with the Participant's first Covered Compensation received after all
suspensions are ended, and Participating Company contributions also shall be
resumed. There shall be no make-up of allotments or of Participating Company
contributions with respect to a period of suspension.
SECTION 18
DESIGNATION OF BENEFICIARIES
A Participant may designate a beneficiary or beneficiaries to receive all
or part of the amount in the Participant's Account in case of death. A
designation of beneficiary may be replaced by a new designation or may be
revoked by the Participant at any time. A designation or revocation shall be
in accordance with such rules as may be prescribed by the Committee.
In case of the death of a Participant, the amount in the Participant's
Account with respect to which a designation of beneficiary has been made (to
the extent it is valid and enforceable under applicable law) shall be
distributed in a single payment as soon as practicable after death to the
Participant's designated beneficiary or beneficiaries. The amount in the
Participant's Account distributable upon death and not covered by such a
designation shall be distributed to the Participant's estate. If there shall
be any question as to the legal right of any beneficiary to receive a
distribution under the Plan the amount in question may be paid to the estate
of the Participant, in which event the Trustee, CBI and the Participating
Companies shall have no further liability to anyone with respect to such
amount. The beneficiary of a deceased Participant shall have the right to
receive amounts representing investment in CBI Shares either in such shares
or in cash, at the beneficiary's election, as provided in Section 11.1.1.
Notwithstanding the foregoing provisions of this Section 18, if a
Participant dies leaving a surviving spouse, the Participant's surviving
spouse shall be deemed to be the Participant's designated beneficiary for
purposes of the Plan unless (a) the Participant has designated another person
or entity as the Participant's beneficiary and the surviving spouse has
consented to such designation in a written consent which acknowledges the
effect of such designation and is
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witnessed by a Plan representative or a notary public or (b) the
Participant's spouse cannot be located.
SECTION 19
BENEFITS NOT ASSIGNABLE
Except as otherwise required by law, benefits provided under the Plan may
not be assigned or alienated.
SECTION 20
EXPENSES
Expenses of administering the Plan, including the fees and expenses of
the Trustee and Investment Managers, shall be borne by the respective
Participating Companies in such proportions as shall be agreed upon based on
the inclusion in the Plan of their respective Employees; provided that if the
Committee so directs, such expenses and fees shall be charged appropriately
against the Participants' Accounts, as the Committee may direct. Brokerage
fees, transfer taxes and other expenses incident to the purchase or sale of
securities by the Trustee shall be deemed to be part of the cost of such
securities, or deducted in computing the proceeds therefrom, as the case may
be. Transfer taxes in connection with distributions of CBI Shares to
Participants or their beneficiaries shall be borne by the Participating
Companies; provided that if the Committee so directs, such taxes shall be
charged appropriately against the Participants' Accounts then distributed, as
the Committee may direct. Taxes, if any, on any assets held or income
received by the Trustee shall be charged appropriately against the
Participants' Accounts, as the Committee shall determine.
SECTION 21
MODIFICATION OR MERGER OF PLAN
CBI may modify the Plan, provided that no part of the corpus or income
attributable to any funds received by the Trustee for the purposes of the
Plan shall be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries. CBI may delegate authority
to the Committee with respect to modification of the Plan. Any such
modification shall be effective at such date as CBI or the Committee may
determine, except that no such modification, other than one of a minor
nature, may apply to any period prior to the announcement of the modification
by CBI or the Committee unless, in the opinion of CBI or the Committee, such
modification is necessary or advisable in order to comply with the provisions
of the Code (including any regulations or rulings thereunder) relating to the
qualification of similar plans or relating to the exemption of a trust
established pursuant thereto or would not adversely
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affect the rights of Participants in respect of the Plan. Notice of any
modification of the Plan shall be given promptly to the Trustee and to all
Participating Companies and, except for changes of a minor nature which do
not adversely affect their interests, shall also be given to all
Participants. A modification may affect current Participants as well as
future Participants. No Plan amendment shall eliminate an optional form of
distribution. Effective December 13, 1993, the Committee, with the approval
of the President and Chief Executive Officer of CBI, may adopt such
amendments to the Plan as it deems necessary and desirable and which (a) are
required by applicable Federal law or (b) which do not have a material
negative cost impact.
There shall be no merger or consolidation of the Plan with, or transfer
of assets or liabilities of the Plan to, any other plan unless each
Participant of the Plan would (if the Plan then terminated) receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer (if the Plan had
then terminated).
No amendment may be adopted changing any vesting schedule unless the
nonforfeitable percentage of each Participant's Account (determined as of the
later of the date such amendment is adopted or the date such amendment
becomes effective) is equal to or greater than such nonforfeitable percentage
computed without regard to such amendment. If an amendment is adopted which
changes any vesting schedule under the Plan, each Participant who has been
credited with three years of service may elect to have his nonforfeitable
percentage computed under the Plan without regard to such amendment. The
period during which such election may be made shall begin on the date the
amendment is adopted and shall end on the latest of: (a) the 60th day after
the day the amendment is adopted; (b) the 60th day after the day the
amendment becomes effective; or (c) the 60th day after the day the
Participant is issued written notice of the amendment. No amendment shall
decrease a Participant's Account balance.
SECTION 22
TERMINATION OF ALLOTMENTS AND CONTRIBUTIONS UNDER PLAN;
LIQUIDATION OF PLAN
CBI, by action of its Board of Directors, may at any time terminate the
making of allotments and Participating Company contributions. If at any time
the current profits and accumulated earned surplus of CBI and all of the
Affiliated Employers which are joined (or could be joined) with it in a
consolidated Federal income tax return shall be less than twice the
Participating Company contributions under the Plan and the Savings and
Security Plan since the preceding January 1, the making of allotments and
Participating Company contributions shall be terminated. If (a) a
Participating Company ceases to be an Affiliated Employer or (b) at any time
the current profits and accumulated earned surplus of a Participating Company
which could not be joined with CBI in a consolidated Federal income tax
return shall be less than twice the Participating Company contributions of
such Participating Company under the Plan and the Savings and Security Plan
since the preceding January 1, the making of allotments with respect to all
Participants employed by such Participating Company and of contributions by
such
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Participating Company shall be terminated. No termination shall have the
effect of diverting the amounts held by the Trustee to purposes other than as
provided in the Plan.
Prior to a termination of the making of allotments and Participating
Company contributions with respect to any Participating Company, each
Participant employed by such Participating Company shall be given at least
thirty days' notice thereof in writing, which notice shall advise the
Participant that, from the date of the notice, except as provided below, the
Participant may, by giving written notice at least one day prior to such
termination, elect either (a) to have all amounts credited to the
Participant's Account held by the Trustee until termination of employment
(or, if earlier, until March 31 of the Plan Year following the Plan Year in
which the Participant attains age 70-1/2), subject to the withdrawal rights
specified in Section 11, (b) to have all the amounts (other than amounts
attributable to pre-tax allotments) distributed in a single distribution, as
soon as practicable after the last date for making such an election or (c) to
receive payment with respect to the amounts (other than amounts attributable
to pre-tax allotments) over a period of up to five years in annual
installments, consisting of an approximately equal number of amounts each
year, payable as soon as practicable after the last date for making such an
election and annually thereafter until payment of all such installments is
made.
Such an election shall be made on a form to be provided for the purpose
and shall be signed by the Participant and delivered to the Payroll Office.
If a Participant elects the alternative described in clause (c) above,
payment of each installment shall be made in the manner and on the basis of
valuation provided for in Section 11.1. If such a Participant dies, all
amounts remaining in the Account at death shall be distributed as soon as
practicable pursuant to Section 18. If the employment of such a Participant
should be terminated for any reason other than death, all the amounts
remaining in the Account shall be distributed in a single distribution as of
the end of the month coinciding with or next following the date as of which
employment is terminated.
Upon a termination of the making of allotments and of Participating
Company contributions with respect to any Participating Company, the Plan
shall nevertheless remain in effect in other respects, except that no
Employee of such Participating Company shall thereafter forfeit any amounts
in the Participant's Account.
Notwithstanding the foregoing, following such a termination of the making
of allotments and of Participating Company contributions with respect to a
Participating Company, such Participating Company may, at any time after such
termination, determine that the Plan and related trusts shall be liquidated
as to such Participating Company, in which event distribution shall be made
to each of its Participants (or the person or persons entitled thereto) of
all amounts (other than amounts attributable to pre-tax allotments).
In the event of the partial termination of the Plan, the Accounts of each
Participant affected by such partial termination shall become fully vested
and nonforfeitable.
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SECTION 23
NOTICES, REPORTS, ETC.
Notices, reports and statements to be given, made or delivered to a
Participant shall be deemed duly given, made or delivered when addressed to
the Participant and delivered by ordinary mail or by Participating Company
mail to the Participant's last known business or home address.
SECTION 24
ADMINISTRATION AND INTERPRETATION OF PLAN
CBI shall be the Plan Administrator and the Sponsor of the Plan as those
terms are defined in ERISA.
The Committee shall have such powers as may be necessary to enable it to
administer the Plan, except for powers herein granted or provided to be
granted to others. CBI shall adopt rules for operation of the Savings Plan
Committee. The Committee shall have authority to adopt such further rules,
not inconsistent with those adopted by CBI, as the Committee may find
appropriate.
Claims will be processed in accordance with ERISA and regulations
thereunder and the following procedures:
Claims by an employee or anyone claiming through an employee shall be
presented to the Committee for decision. Adequate notice shall be provided
in writing to any person whose claim has been denied by the Committee,
setting forth the specific reasons for such denial.
The Employees' Benefit Claim Review Committee (the "Claim Review
Committee) shall have authority to review claims which have been denied by
the Committee. Any person whose claim for benefits has been denied may,
within 60 days after receipt of notice of denial, submit a written request
for review of the decision denying the claim. In such case, the Claim Review
Committee shall make a full and fair review of such decision within 60 days
after receipt of a request for review and notify the claimant in writing of
the review decision, specifying the reasons for such decision.
The Committee, or the Claim Review Committee when it reviews a denial of
a claim, shall determine conclusively for all parties all questions arising
in the administration of the Plan. CBI, the Committee and the Claim Review
Committee may each employ persons to render advice with regard to any of its
responsibilities under the Plan, and may each delegate authority with respect
to certain matters to officers or employees of any Affiliated Employer.
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CBI, the Committee and the Claim Review Committee are each a named
fiduciary as that term is used in ERISA with respect to the particular duties
and responsibilities herein provided to be allocated to each of them,
respectively. Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan (including service both as a
trustee and as an administrator).
The Secretary of the Committee is designated as agent for service of
legal process with respect to any claims arising under the Plan.
The Plan is governed by the laws of the State of Ohio and applicable
Federal law.
SECTION 25
TOP-HEAVY PROVISIONS
25.1 GENERAL. If the Plan is or becomes Top-Heavy in any Plan Year
beginning after December 31, 1983, the provisions of this Section 25 will
supersede any conflicting provisions in the Plan.
25.2 DEFINITIONS. For purposes of this Section 25, the following
terms shall have the meanings hereinafter set forth unless the context
otherwise requires:
25.2.1 "Key Employee" means any Employee or former Employee (and
the beneficiaries of any such Employee) who at any time during the
Determination Period was an officer of an Affiliated Employer if such
individual's annual compensation exceeds 50% of the dollar limitation under
section 415(b)(1)(A) of the Code, an owner (or considered an owner under
section 318 of the Code) of one of the ten largest interests in an Affiliated
Employer if such individual's compensation exceeds 100% of the dollar
limitation under section 415(c)(1)(A) of the Code, a 5% owner of an
Affiliated Employer or a 1% owner of an Affiliated Employer who has an annual
compensation of more than $150,000. The "Determination Period" is the Plan
Year containing the Determination Date and the four preceding Plan Years.
The determination of who is a Key Employee will be made in accordance with
section 416(i)(1) of the Code and the regulations thereunder. For purposes
of this Section 25.2.1, compensation from all Affiliated Employers shall be
aggregated.
25.2.2 For any Plan Year beginning after December 31, 1983, this
Plan is "Top-Heavy" if any of the following conditions exists:
(a) If the Top-Heavy Ratio for this Plan exceeds 60% and this
Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of plans,
(b) If this Plan is a part of a Required Aggregation Group of
plans (but is not part of a Permissive Aggregation Group) and the Top-Heavy
Ratio for the Required Aggregation Group of plans exceeds 60% or
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(c) If this Plan is a part of a Required Aggregation Group and
part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for
the Permissive Aggregation Group exceeds 60%.
25.2.3 If an Affiliated Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and no
Affiliated Employer has maintained any defined benefit plan which during the
5-year period ending on the Determination Date(s) has or has had accrued
benefits, the Top-Heavy Ratio for this Plan alone or for the Required or
Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date(s) (including any part of any account balances distributed
in the 5-year period ending on the Determination Date(s)), and the
denominator of which is the sum of all account balances (including any part
of any account balance distributed in the 5-year period ending on the
Determination Date(s)), determined in accordance with section 416 of the Code
and the regulations thereunder. Both the numerator and the denominator of
the Top-Heavy Ratio are adjusted to reflect any contributions not actually
made as of the Determination Date, but which are required to be taken into
account on that date under section 416 of the Code and the regulations
thereunder.
25.2.4 If an Affiliated Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and an
Affiliated Employer maintains or has maintained one or more defined benefit
plans which during the 5-year period ending on the Determination Date(s) has
or has had any accrued benefits, the Top-Heavy Ratio for any Required or
Permissive Aggregation Group as appropriate is a fraction, the numerator of
which is the sum of account balances under the aggregate defined contribution
plan or plans for all Key Employees, determined in accordance with Section
25.2.3, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances
under the aggregated defined contribution plan or plans for all participants,
determined in accordance with Section 25.2.3, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all
participants as of the Determination Date(s), all determined in accordance
with section 416 of the Code and the regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator
of the Top-Heavy Ratio are adjusted for any distribution of an accrued
benefit made in the 5-year period ending on the Determination Date.
25.2.5 For purposes of Sections 25.2.3 and 25.2.4, the value of
account balances and the present value of accrued benefits will be determined
as of the most recent Valuation Date that falls within or ends with the
12-month period ending on the Determination Date, except as provided in
section 416 of the Code and the regulations thereunder for the first and
second Plan Years of a defined benefit plan. The account balances and
accrued benefits of a participant (1) who is not a Key Employee but who was a
Key Employee in a prior year, or (2) who has not performed any services for
an Affiliated Employer at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy
Ratio, and the
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extent to which distributions, rollovers and transfers are taken into account
will be made in accordance with Section 416 of the Code and the regulations
thereunder. Deductible employee contributions will not be taken into account
for purposes of computing the Top-Heavy Ratio. When aggregating plans, the
value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
Distributions made from a terminated plan during the 5-year period ending on
the Determination Date shall be taken into account for purposes of Sections
25.2.3 and 25.2.4 if the terminated plan would have been required to be
included in an Aggregation Group if it had not been terminated.
25.2.6 "Permissive Aggregation Group" means the Required
Aggregation Group of plans plus any other plan or plans of an Affiliated
Employer which, when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of sections 401(a)(4) and
410 of the Code.
25.2.7 "Required Aggregation Group" means (a) each qualified plan
of an Affiliated Employer in which at least one Key Employee participates,
and (b) any other qualified plan of an Affiliated Employer which enables a
plan described in (c) to meet the requirements of sections 401(a)(4) or 410
of the Code.
25.2.8 "Determination Date" means (a) for any Plan Year
subsequent to the first Plan Year, the last day of the preceding Plan Year
and (b) for the first Plan Year of the Plan, the last day of that year.
25.2.9 "Valuation Date" means the last business day of each Plan
Year.
25.2.10 For purposes of establishing "Present Value" to compute
the Top-Heavy Ratio, any benefit shall be discounted only for mortality and
interest based on the following: (a) interest rate, 6%, (b) mortality table,
the Unisex Pension Table for 1984.
25.2.11 For purposes of computing the Top-Heavy Ratio, the
"Valuation Date" shall be the same date used for computing plan costs for
minimum funding.
25.3 MINIMUM ALLOCATION. NotwithstandinG any other provision in
this Plan except Sections 25.3.2 and 25.3.3, for any Plan Year in which this
Plan is Top-Heavy, the Participating Company contributions (other than 401(k)
contributions) and forfeitures allocated on behalf of any Participant who is
not a Key Employee shall not be less than the lesser of three percent of such
Participant's compensation or in the case where the Participating Company has
no defined benefit plan which designates this Plan to satisfy section 401 of
the Code, the largest percentage of Participating Company contributions
(including 401(k) contributions) and forfeitures, as a percentage of the
first $200,000 (or such greater amount as may be permitted under section
401(a)(17) of the Code) of the Key Employee's compensation, allocated on
behalf of any Key Employee for that Year. The minimum allocation is
determined without regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the year because of (i) the
Participant's failure to complete
34
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1,000 hours of service (or any equivalent provided in the Plan), or (ii) the
Participant's failure to make mandatory employee contributions to the Plan or
(iii) compensation less than a stated amount.
25.3.1 For purposes of computing the minimum allocation,
"compensation" means Compensation within the meaning of that term as used in
Section 8.6.
25.3.2 For purposes of computing the minimum allocation,
Affiliated Employer contributions (other than 401(k) contributions) and
forfeitures allocated under any other defined contribution plan of an
Affiliated Employer, in which any Key Employee participates or which enables
another defined contribution plan to meet the requirements of section
401(a)(4) or 410 of the Code, shall be considered contributions and
forfeitures allocated under this Plan. In the case of any non-Key Employee
participant who is also a participant in any defined benefit plan of a
Participating Company, the foregoing provisions of this Section 25.3 shall be
applied, but with 7-1/2% substituted for 3%.
25.3.3 The foregoing provisions of this Section 25.3 shall not
apply to any Employee who was not employed by an Affiliated Employer on the
last day of the Plan Year.
25.3.4 The minimum allocation required (to the extent required to
be nonforfeitable under section 416(b)) may not be suspended or forfeited
under sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.
25.4 MINIMUM VESTING. For any Plan Year in which this Plan is
Top-Heavy, the nonforfeitable interest of each Participant in his
Participating Company-derived accrued benefits shall be determined on the
basis of the following: 100% vesting after 3 years of service. The minimum
vesting schedule applies to all benefits within the meaning of section
411(a)(7) of the Code except those attributable to employee contributions,
including benefits accrued before the Plan became Top-Heavy. Further, no
reduction in vested benefits may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year. However, this Section does not apply to
the account balances of any employee who does not have an hour of service
after the Plan has initially become Top-Heavy and such employee's account
balances attributable to contributions of the Participating Companies will be
determined without regard to this section. If the vesting schedule under the
Plan shifts in or out of the above schedule for any Plan Year because of a
change in the Plan's Top-Heavy status, such shift is an amendment to the
vesting schedule and the election in section 411(a)(10) of the Code applies.
IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused its name to be
subscribed on the 22nd day of October, 1997, but effective for all purposes
as of January 1, 1997.
CINCINNATI BELL INC.
By /s/ John T. LaMacchia
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