Amendment to Employment Agreement Between Broadwing Inc. and Jeffrey C. Smith

Exhibit 10.3.3.1

Amendment to Employment Agreement
Between
Broadwing Inc. and Jeffrey C. Smith

The Employment Agreement between Broadwing Inc. (fka Cincinnati Bell Inc.) and Jeffrey C. Smith with an Effective Date of January 1, 2000 is hereby amended to reflect an updated title, base salary and bonus target as of September 20, 2002 as follows:

Section 3. A. is amended to read in its entirety as follows:

“Employee will serve as Chief Human Resources Officer, General Counsel, and Corporate Secretary of Employer or in such other equivalent capacity as may be designated by the Chief Executive Officer of Employer.  Employee will report to the Chief Executive Officer of Employer or to such other officer as the Chief Executive Officer of Employer may direct.”

Section 4. A. is amended to read in its entirety as follows:

“Employee shall receive a base salary (the “Base Salary”) of at least $350,000.00 per year, payable not less frequently than monthly, for each year during the term of this Agreement, subject to proration for any partial year.  Such Base Salary, and all other amounts payable under this Agreement, shall be subject to withholding as required by law.”

Section 4. B. is amended to read in its entirety as follows:

“In addition to the Base Salary, Employee shall be entitled to receive an annual bonus (the “Bonus”) for each calendar year for which services are performed under this Agreement.  Any Bonus for a calendar year shall be payable after the conclusion of the calendar year in accordance with Employer’s regular bonus payment policies.  Each year, Employee shall be given a Bonus target by Employers Compensation Committee of not less than $210,000.00, subject to proration for a partial year.”

All capitalized terms used in this amendment shall have the meanings ascribed to them in the Employment Agreement.  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.