Amendment No. 2 to Employment Agreement Between Cincinnati Bell Inc. and Michael W. Callaghan

The second sentence of Section 13.D of the Employment Agreement, as amended on February 3, 2003, is further amended to read as follows:

Employee may terminate this Agreement by written notice to Employer at any time within the period between December 15, 2004 and December 31, 2004.

Summary

This amendment updates the employment agreement between Cincinnati Bell Inc. and Michael W. Callaghan. It allows Mr. Callaghan to terminate his employment by providing written notice to the company at any time between December 15, 2004, and December 31, 2004. All other terms of the original agreement remain unchanged.

EX-10.III.A.9.2 3 l04274aexv10wiiiwaw9w2.htm EX-10(III)(A)(9.2) AMENDMENT TO EMPLOYMENT AGREMNT EX-10(iii)(A)(9.2) AMENDMENT TO EMPLOYMENT AGREMNT

Exhibit (10)(iii)(A)(9.2)

Amendment No. 2 to Employment Agreement
Between
Cincinnati Bell Inc. and Michael W. Callaghan

The Employment Agreement between Cincinnati Bell Inc., an Ohio corporation (the “Employer”) and Michael W. Callaghan (the “Employee”) with an Effective Date of December 4, 2001, as amended on February 3, 2003, (the “Employment Agreement”), is hereby further amended as of October 22, 2003.

All other terms and conditions of the Employment Agreement not specifically amended herein shall remain in full force and effect as previously agreed upon by the parties.


CINCINNATI BELL INC		MICHAEL W. CALLAGHAN


/s/ John F. Cassidy		/s/ Michael W. Callaghan