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BROADWING INC.
DEFERRED COMPENSATON PLAN FOR OUTSIDE DIRECTORS
(As amended and restated effective July 24, 2000)
1. NAME OF PLAN; PREDECESSOR PLAN
1.1 NAME. The plan set forth herein shall be known as the Broadwing
Inc. Deferred Compensation Plan for Outside Directors (the "Plan").
1.2 PREDECESSOR PLAN. The Plan is intended to amend and supersede the
plan that was named the Cincinnati Bell Inc. Deferred Compensation Plan for
Non-Employee Directors and all predecessor versions of such plan (the
"Predecessor Plan") effective as of July 24, 2000. For all purposes hereof, any
reference to the Plan contained herein refers to the Plan both as amended and
restated by this document and to the Predecessor Plan as it was in effect prior
to July 24, 2000.
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" shall mean the Account established for an
Outside Director under Section 4.1.
2.1.2 "Board " shall mean the Board of Directors of the
Company.
2.1.3 "Beneficiary" shall mean the person or entity
designated by a Participant, on forms furnished and
in the manner prescribed by the Committee, to receive
any benefit payable under the Plan after the
Participant's death. If a Participant fails to
designate a beneficiary or if, for any reason, such
designation is not effective, the Participant's
"Beneficiary" shall be the Participant's surviving
spouse or, if none, the Participant's estate.
2.1.4 "Broadwing Shares" shall mean common shares of the
Company.
2.1.5 "Committee" shall mean the Compensation Committee of
the Board
2.1.6 "Company" shall mean Broadwing Inc. (or, for any
period prior to April 20, 2000, Cincinnati Bell
Inc.).
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2.1.7 "Credited Service" shall mean active service as an
Outside Director, including service as an Outside
Director prior to the original effective date of the
Plan. One year of Credited Service shall be given for
each twelve full months of Credited Service, whether
or not consecutive. A fraction of a year of Credited
Service shall be rounded up or down to the nearest
whole year.
2.1.8 "Other Fee" shall mean any fee for Outside Directors
established by the Board for attending Board or
committee meetings or for serving as a chair of a
Board committee, but shall not include the Retainer
or expense reimbursements.
2.1.9 "Other Fee Payment Date" shall mean the date on which
any Other Fee is payable to an Outside Director.
2.1.10 "Outside Director" shall mean any member of the Board
who is not an employee of the Company, but shall not
include any person serving as Director Emeritus.
2.1.11 "Participant" shall mean a person who has served as
an Outside Director on or after the original
effective date of the Plan and whose Account has not
been fully paid or forfeited, as the case may be.
2.1.12 "Retainer" shall mean the annual fee for Outside
Directors established by the Board, but shall not
include meeting fees, fees for serving as a chair of
a Board committee or expense reimbursements.
2.1.13 "Retainer Payment Date" shall mean the quarterly
dates on which the Outside Directors' Retainer is
paid.
2.1.14 "Retirement Plan" shall mean the Company's Retirement
Plan for Outside Directors.
2.1.15 "Valuation Date" means the last day of each calendar
year and the date as of which any payment is to be
made under the Plan.
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.
3. DEFERRALS
3.1 ELECTION OF DEFERRALS. Subject to such rules as the Committee may
prescribe, an Outside Director may elect to defer up to 100% of the Outside
Director's Retainer and/or Other Fees for any calendar year by completing a
deferral form and filing such form with the
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Committee prior to January 1 of such calendar year (or such earlier date as
may be prescribed by the Committee). Notwithstanding the foregoing, if an
Outside Director first becomes an Outside Director after the first day of a
calendar year, such Outside Director may elect to defer up to 100% of the
Outside Director's Retainer and/or Other Fees for the remainder of the
calendar year by completing and signing a deferral form provided by the
Committee and filing such form with the Committee within 30 days of the date
on which the Outside Director first becomes an Outside Director. Any election
under the preceding sentence shall be effective as of the first Retainer Date
or Other Fee Payment Date, as the case may be, after the date the election is
filed.
3.2 CHANGING DEFERRALS. Subject to such rules as the Committee may
prescribe, an Outside Director who has elected to defer a portion or all of any
Retainer and/or Other Fee may change the amount of the deferral from one
permissible amount to another, effective as of any January 1, by completing and
signing a new deferral form and filing such form with the Committee prior to
such January 1 (or such earlier date as may be prescribed by the Committee).
4. MAINTENANCE AND VALUATION OF ACCOUNTS
4.1 DEFERRED COMPENSATION ACCOUNTS. A separate bookkeeping Account
shall be established for each Outside Director which shall reflect all amounts
credited to the Outside Director's Account under this Section 4.1 and the
assumed investment of those amounts.
4.1.1 On each Retainer Payment Date and Other Fee Payment
Date after December 31, 1996, there shall be credited
to each Outside Director's Account the amount of the
Retainer or Other Fee which the Outside Director
elected or elects to defer under Section 3.1. Amounts
credited to the Outside Director's Account under this
Section 4.1.1 shall be assumed to be invested
exclusively in Cash Equivalents.
4.1.2 In the case of an Outside Director who was
participating in or had an account under the
Predecessor Plan immediately prior to December 31,
1996, the balance then credited to the Outside
Director's account under the Predecessor Plan shall
be credited to the Outside Director's Account under
this Plan as of December 31, 1996. Amounts credited
to the Outside Director's Account under this Section
4.1.2 shall be assumed to be invested exclusively in
Cash Equivalents.
4.1.3 In the case of an Outside Director who was
participating in the Retirement Plan on July 1, 1996,
an amount equal to the present value of the Outside
Director's accrued benefit under the Retirement Plan
as of December 31, 1996 (as determined by the Board)
shall be credited to the Outside Director's Account
under this Plan as of December 31, 1996. Amounts
credited to an Outside Director's Account under this
Section 4.1.3 shall be assumed to be invested
exclusively in Broadwing Shares. For purposes of this
Section 4.1.3, each Outside Director who was an
Outside Director on
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July 1, 1996 shall be deemed to have been
participating in the Retirement Plan on that date.
4.1.4 As of the first business day of 1999, there shall be
credited to the Account of each person who is an
Outside Director on such day an amount equal to the
value on such day of the number of Broadwing Shares
that are produced by multiplying 500 Broadwing Shares
by a fraction having a numerator equal to the sum of
the average of the high and low sale prices on the
New York Stock Exchange of a Broadwing Share for
January 4, 1999 and the average of the high and low
sale prices on the New York Stock Exchange of a
common share of Convergys Corporation (for purposes
of this Plan, a "Convergys Share") for January 4,
1999 and a denominator equal to the average of the
high and low sale prices on the New York Stock
Exchange of a Broadwing Share for January 4, 1999.
Amounts credited to any Outside Director's Account
under this Section 4.1.4 shall be assumed to be
invested exclusively in Broadwing Shares.
4.1.5 As of the first business day of 2000 and each
subsequent calendar year, there shall be credited to
the Account of each person who is an Outside Director
on such day an amount equal to the value on such day
of 1,500 Broadwing Shares. Amounts credited to an
Outside Director's Account under this Section 4.1.5
shall be assumed to be invested exclusively in
Broadwing Shares.
4.1.6 As of January 4, 1999, there shall be credited to the
Account of each person who is an Outside Director on
such date an amount equal to the value on such date
of the number of Broadwing Shares that are produced
by dividing $100,000 (or, in the case of the Outside
Director who is the Chairman of the Board on January
4, 1999, $200,000) by the product of 0.88 (a factor
to reflect the forfeiture provisions noted below in
this Section 4.1.6) and the average of the high and
low sale prices on the New York Stock Exchange of a
Broadwing Share for January 4, 1999. Amounts credited
to an Outside Director's Account under this Section
4.1.6 shall be assumed to be invested exclusively in
Broadwing Shares. Notwithstanding the foregoing, the
amount credited to the Account of any Outside
Director under this Section 4.1.6 (and all other
assumed investment credits under Section 4.3 below to
such Account that are attributable to the amount
credited to such Account under this Section 4.1.6)
shall be forfeited and entirely disregarded in
determining the distributions to be made under this
Plan to such Outside Director if such Outside
Director fails to remain a member of the Board
continuously from January 4, 1999 through January 3,
2003 for any reason (other than death or retirement).
In the event of death or retirement of an Outside
Director prior to January 3, 2003, no forfeiture of
credits will be applied in determining the
distributions to be made under the Plan.
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4.1.7 As of December 31, 1998, there shall be credited to
the Account of each person who is then a Participant
in the Plan an amount equal to the value on December
31, 1998 of a number of Convergys Shares equal to the
number of Broadwing Shares which are assumed to be
held in such Account as of December 31, 1998 under
the terms of the Plan. Except as is otherwise
provided in the immediately following sentence, the
entire amount credited to any Participant's Account
under this Section 4.1.7 shall be assumed to be
invested exclusively in Convergys Shares.
Notwithstanding the immediately preceding sentence,
each Participant who has an amount credited to his
Account under this Section 4.1.7 may elect, at any
time during the period that begins on February 1,
1999 and ends February 12, 1999 and by returning to
the Committee a form approved for this purpose by the
Committee, to have the entire value as of January 4,
1999 of the portion of his Account that is
attributable to the amount credited under this
Section 4.1.7 (and the assumed investments of such
portion to January 4, 1999) assumed to be invested
from and after January 4, 1999 exclusively in
Broadwing Shares.
4.2 ASSUMED INVESTMENT IN CASH EQUIVALENTS. To the extent that a
Participant's Account is assumed to be invested in Cash Equivalents and has not
been paid, the Account shall be credited with interest, compounded quarterly at
the end of each calendar quarter, equal to the average U.S. Treasury 10-year
note rate for the previous calendar quarter.
4.3 BROADWING SHARES. To the extent that a Participant's Account is
assumed to be invested in Broadwing Shares and has not been paid or forfeited,
as the case may be:
4.3.1 Whenever any cash dividends are paid with respect to
Broadwing Shares, an additional amount shall be
credited to the Participant's Account as of the
dividend payment date. The additional amount to be
credited to each account shall be determined by
multiplying the per share cash dividend paid with
respect to the Broadwing Shares on the dividend
payment date by the number of assumed Broadwing
Shares credited to the Participant's Account on the
day preceding the dividend payment date. Such
additional amount credited to the Account shall be
assumed to be invested in additional Broadwing Shares
on the day on which such dividends are paid.
4.3.2 If there is any change in Broadwing Shares through
the declaration of a stock dividend or a stock split
or through a recapitalization resulting in a stock
split, or a combination or a change in shares, the
number of shares assumed to be purchased for each
Account shall be appropriately adjusted.
4.3.3 Whenever Broadwing Shares are to be valued for
purposes of the Plan, the value of each Broadwing
Share shall be the average of the high and low price
per share as reported on the New York Stock Exchange
on that date
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or, if no Broadwing Shares were traded on the date,
on the next preceding day on which Broadwing Shares
were traded.
4.3.4 Effective on or about December 31, 1998, the Company
will distribute to its shareholders one Convergys
Share for each Broadwing Share owned by its
shareholders on the record date for the distribution.
Upon such distribution, the Account of each Outside
Director shall be credited with an assumed investment
in one Convergys Share for each Broadwing Share then
assumed to be credited to the Account. Thereafter,
each Outside Director shall have the option of either
retaining such assumed investment in Convergys Shares
or of converting part or all of such assumed
investment into an assumed investment in additional
Broadwing Shares.
4.4 CONVERGYS SHARES. To the extent that a Participant's Account is
assumed to be invested in Convergys Shares, or has credited to it an amount
based on the value of the Convergys Shares as of any date, and has not yet been
paid or forfeited, as the case may be:
4.4.1 Whenever any cash dividends are paid with respect to
Convergys Shares, an additional amount shall be
credited to the Participant's Account as of the
dividend payment date. The additional amount to be
credited to the Account shall be determined by
multiplying the per share cash dividend paid with
respect to the Convergys Shares on the dividend
payment date by the number of assumed Convergys
Shares credited to the Participant's Account on the
day preceding the dividend payment date. Such
additional amount credited to the Account shall be
assumed to be invested in additional Convergys Shares
on the day on which such dividends are paid.
4.4.2 If there is any change in Convergys Shares through
the declaration of a stock dividend or a stock split
or through a recapitalization resulting in a stock
split, or a combination or a change in shares, the
number of Convergys Shares assumed to be purchased
for the Participant's Account shall be appropriately
adjusted.
4.4.3 Whenever Convergys Shares are to be valued for
purposes of the Plan, the value of each Convergys
Share shall be the average of the high and low sale
price per Convergys Share as reported on the New York
Stock Exchange on that date or, if no Convergys
Shares were traded on that date, on the next
preceding day on which Convergys Shares were traded.
4.5 VALUATION. As of each Valuation Date, each Participant's Account
shall be adjusted to reflect all amounts credited to the Account since the
preceding Valuation Date, any gains or loses in the value of the Account's
assumed investments (Cash Equivalents, Broadwing Shares, and/or Convergys
Shares) since the preceding Valuation Date and any payments or forfeitures
occurring as of the Valuation Date.
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5. DISTRIBUTION
5.1 GENERAL. Except as otherwise provided in Section 5.5, no amount
shall be paid with respect to a participant's Account while the Participant
remains a member of the Board.
5.2 TERMINATION OF SERVICE. A participant may elect to receive the
amounts credited to the Participant's Account in up to ten annual installment
payments as of or commencing as of the first business day of the calendar year
following the calendar year in which the Participant ceases to be a member of
the Board. If a participant fails to make such an election, the amounts credited
to the Participant's Account shall be paid to the Participant in one lump sum as
of the first business day of the calendar year next following the calendar year
in which the Participant ceases to be a member of the Board.
5.2.1 The amount of each annual installment payable under
this Section 5.2 shall be a fraction of the
nonforfeitable amounts credited to the Participant's
Account as of the installment payment date, the
numerator of which is 1 and the denominator of which
is equal to the total number of installments
remaining to be paid (including the installment to be
paid on the subject installment payment date).
5.2.2 Any election under this Section 5.2 must be made in
writing at least six months prior to the date on
which the Participant ceases to be a member of the
Board.
5.2.3 Notwithstanding any other provision hereof to the
contrary, the right to receive payments with respect
to that portion of the Participant's Account which is
attributable to amounts credited under Sections
4.1.3, 4.1.4, 4.1.5 and 4.1.7 (including the assumed
investments of such amounts) shall be conditioned on
the Participant completing at least five years of
Credited Service prior to the date on which the
Participant ceases to be a member of the Board. To
the extent that a Participant has not satisfied such
service requirement prior to the date on which the
Participant ceases to be a member of the Board (other
than by reason of death), the Participant shall not
be entitled to receive any payment with respect to
that portion of the Participant's Account which is
attributable to amounts credited under Sections
4.1.3, 4.1.4, 4.1.5 and 4.1.7 (including the assumed
investments of such amounts) and such portion shall
be forfeited as of the date on which the Participant
ceases to be a member of the Board.
5.3 DEATH. If a Participant ceases to be a member of the Board by
reason of death, or if a Participant dies after ceasing to be a member of the
Board but before the amounts credited to the Participant's Account have been
paid, the amounts credited to the Participant's Account shall be paid to the
Participant's Beneficiary in one lump sum as of the first business day of the
calendar year next following the calendar year in which the Participant's death
occurs; provided,
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however, that if the Participant has elected to have the Participant's
Account distributed in installments and if the Participant dies after
distribution has commenced, the remaining installments shall be paid to the
Beneficiary as they become due.
5.4 FORM OF PAYMENT. All payments under the Plan shall be made in cash.
5.5 CHANGE IN CONTROL. If a Change in Control of the Company occurs,
each Participant's Account shall be paid to him in one lump sum as of the day
next following the date on which such Change in Control occurred; except that
any Participant may, prior to the occurrence of any Change in Control, elect
that the provisions of this Section 5.5 shall not apply to his Account (in which
case the distribution of his Account shall be made solely pursuant to the other
terms of the Plan and without regard to this Section 5.5). A "Change in Control"
means the occurrence of any one of the following events:
5.5.1 A majority of the Board as of any date is not
composed of Incumbent Directors. For purposes hereof,
as of any date, the term "Incumbent Director" means
any individual who is a director of the Company as of
such date and: either (i) who was a director of the
Company at the beginning of the 24 consecutive month
period ending on such date; or (ii) who became a
director subsequent to the beginning of such 24
consecutive month period and whose appointment,
election or nomination for election was approved by a
vote of at least two-thirds of the directors who
were, as of the date of such vote, Incumbent
Directors (either by a specific vote or by approval
of the proxy statement of the Company in which such
person is named as a nominee for director). It is
provided, however, that no individual initially
appointed, elected or nominated as a director of the
Company as a result of an actual or threatened
election contest with respect to directors or as a
result of any other actual or threatened solicitation
of proxies or consents by or on behalf of any person
other than the Board shall ever be deemed to be an
Incumbent Director;
5.5.2 Any "person" (as such term is defined in Section
3(a)(9) of the Securities Exchange Act of 1934 (the
"Exchange Act") and as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) is or becomes a
"beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of
the combined voting power of the Company's then
outstanding securities eligible to vote for the
election of the Board (the "Company Voting
Securities"); provided, however, that the event
described in this Section 5.5.2 shall not be deemed
to be a Change in Control if such event results from
any of the following: (i) the acquisition of any
Company Voting Securities by the Company or any of
its subsidiaries, (ii) the acquisition of any Company
Voting Securities by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any of its subsidiaries, (iii) the acquisition of
any Company Voting Securities by any underwriter
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temporarily holding securities pursuant to an
offering of such securities, or (iv) a Non-Qualifying
Transaction (as defined in Section 5.5.3);
5.5.3 The consummation of a merger, consolidation,
statutory share exchange or similar form of corporate
transaction involving the Company or any of its
subsidiaries (a "Reorganization") or sale or other
disposition of all or substantially all of the assets
of the Company to an entity that is not an affiliate
of the Company (a "Sale"), that in each case requires
the approval of the Company's shareholders under the
law of the Company's jurisdiction of organization,
whether for such Reorganization or Sale (or the
issuance of securities of the Company in such
Reorganization or Sale), unless immediately
following such Reorganization or Sale: (i) more than
60% of the total voting power (in respect of the
election of directors, or similar officials in the
case of an entity other than a corporation) of (x)
the entity resulting from such Reorganization or the
entity which has acquired all or substantially all of
the assets of the Company (in either case, the
"Surviving Entity"), or (y) if applicable, the
ultimate parent entity that directly or indirectly
has beneficial ownership of more than 50% of the
total voting power (in respect of the election of
directors, or similar officials in the case of an
entity other than a corporation) of the Surviving
Entity (the "Parent Entity"), is represented by
Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or,
if applicable, is represented by shares into which
such Company Voting Securities were converted
pursuant to such Reorganization or Sale), and such
voting power among the holders thereof is in
substantially the same proportion as the voting power
of such Company Voting Securities among the holders
thereof immediately prior to the Reorganization or
Sale, (ii) no person (other than any employee benefit
plan (or related trust) sponsored or maintained by
the Surviving Entity or the Parent Entity), is or
becomes the beneficial owner, directly or indirectly,
of 20% or more of the total voting power (in respect
of the election of directors, or similar officials in
the case of an entity other than a corporation) of
the outstanding voting securities of the Parent
Entity (or, if there is no Parent Entity, the
Surviving Entity) and (iii) at least a majority of
the members of the board of directors (or similar
officials in the case of an entity other than a
corporation) of the Parent Entity (or, if there is
not Parent Entity, the Surviving Entity) following
the consummation of the Reorganization or Sale were,
at the time of the approval by the Board of the
execution of the initial agreement providing for such
Reorganization or Sale, Incumbent Directors (any
Reorganization or Sale which satisfies all of the
criteria specified in (i), (ii) and (iii) of this
Section 5.5.3 being deemed to be a "Non-Qualifying
Transaction"); or
5.5.4 The shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company.
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Notwithstanding the foregoing, a Change in Control of the Company shall not be
deemed to occur solely because any person acquires beneficial ownership of more
than 20% of the Company Voting Securities as a result of the acquisition of
Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; PROVIDED THAT, if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur.
6. ADMINISTRATION OF THE PLAN
6.1 GENERAL. The general administration of the Plan and the
responsibility for carrying out its provisions shall be placed in the Committee.
6.2 EXPENSES. Expenses of administering the Plan shall be paid by the
Company.
6.3 COMPENSATION OF COMMITTEE. The members of the Committee shall not
receive compensation for their services as such, and, except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.
6.4 RULES OF PLAN. Subject to the limitations of the Plan, the
Committee may, from time to time, establish rules for the administration of the
Plan and the transaction of its business. The Committee may correct errors,
however arising, and as far as possible, adjust any benefit payments
accordingly. The determination of the Committee as to the interpretation of the
provisions of the Plan or any disputed question shall be conclusive upon all
interested parties.
6.5 AGENTS AND EMPLOYEES. The Committee may authorize one or more
agents to execute or deliver any instrument. The Committee may appoint or employ
such agents, counsel (including counsel of any Company), auditors (including
auditors of any Company), physicians, clerical help and actuaries as in the
Committee's judgment may seem reasonable or necessary for the proper
administration of the Plan.
6.6 INDEMNIFICATION. The Company shall indemnify each member of the
Committee for all expenses and liabilities (including reasonable attorney's
fees) arising out of the administration of the Plan. The foregoing right of
indemnification shall be in addition to any other rights to which the members of
the Committee may be entitled as a matter of law.
7. FUNDING OBLIGATION
The Company shall have no obligation to fund, either by the purchase of
Broadwing Shares or by any other means, its obligations to Participants
hereunder. If, however, the Company does elect to allocate assets to provide for
any such obligation, the assets allocated for such purpose shall be assets of
the Company subject to claims against the Company, including claims of the
Company's creditors, to the same extent as are other corporate assets, and the
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Participants shall have no right or claim against the assets so allocated, other
than as general creditors of the Company.
8. AMENDMENT AND TERMINATION
The Board may amend or terminate the Plan at any time; provided that no
amendment shall be made or act of termination taken which adversely affects the
accrued benefits of any Participant without such Participant's consent.
9. NON-ALIENATION OF BENEFITS
No Participant or Beneficiary shall alienate, commute, anticipate,
assign, pledge, encumber or dispose of the right to receive the payments
required to be made by the Company hereunder, which payments and the right to
receive them are expressly declared to be nonassignable and nontransferable.
10. MISCELLANEOUS
10.1 DELEGATION. The Committee may delegate to any person or committee
certain of its rights and duties hereunder. Any such delegation shall be valid
and binding on all persons and the person or committee to whom or which
authority is delegated shall have full power to act in all matters so delegated
until the authority expires by its terms or is revoked by the Committee, as the
case may be.
10.2 APPLICABLE LAW. The Plan shall be governed by applicable federal
law and, to the extent not preempted by applicable federal law, the laws of the
State of Ohio.
10.3 SEPARABILITY OF PROVISIONS. If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.
10.4 HEADINGS. Headings used throughout the Plan are for convenience
only and shall not be given legal significance.
10.5 COUNTERPARTS. The Plan may be executed in any number of
counterparts, each of which shall be deemed an original. All counterparts shall
constitute one and the same instrument, which shall be sufficiently evidenced by
any one thereof.
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IN ORDER TO EFFECT THE PROVISIONS OF THIS PLAN DOCUMENT, Broadwing
Inc., the sponsor of the Plan, has caused its name to be subscribed to this Plan
document this 9th day of August, 2000, to be effective as of July 24, 2000.
BROADWING INC.
By:
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Richard G. Ellenberger
President and Chief Executive Officer
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