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Tax Separation and Allocation Agreement - Cincinnati Bell Inc. and Convergys Corp.

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                     TAX SEPARATION AND ALLOCATION AGREEMENT


         This Tax Separation and Allocation Agreement (the "Agreement") is made
as of _______________, 1998 by and among Cincinnati Bell Inc., an Ohio
corporation ("CBI"), and Convergys Corporation, an Ohio corporation
("Convergys") (together with its subsidiaries existing immediately following the
Distribution, the "Convergys Group").

         WHEREAS, CBI is the common parent of an Affiliated Group of
corporations engaged in separate and distinct lines of business, including
subsidiaries engaged in the telecommunication business and subsidiaries engaged
in information businesses that rely heavily on the latest technological
advances.

         WHEREAS, CBI has formed Convergys as a holding company and transferred
to it all of the subsidiaries that comprise the Convergys Group.

         WHEREAS, CBI intends to have Convergys issue slightly less than 20
percent of the shares of Convergys to the public leaving CBI as the owner of
more than 80 percent of the shares of Convergys.

         WHEREAS, soon after such sale, CBI proposes to distribute to its
shareholders all of the shares of Convergys that it owns in a distribution that
is intended to be tax-free pursuant to the provisions of Section 355 of the
Code.

         WHEREAS, CBI and Convergys have entered into a Distribution Agreement
(as defined below) providing for the distribution of all of the Convergys stock
owned by CBI to its shareholders in accordance with the Distribution Agreement;
and

         WHEREAS, CBI and Convergys, for themselves and their respective Groups,
desire to set forth their agreement regarding the allocation between CBI and the
Convergys Group of all responsibilities, liabilities and benefits pertaining to
Taxes paid or payable by either of them for all Taxable periods.

         NOW, THEREFORE, in consideration of their mutual promises, the parties
hereby agree as follows:

1.       DEFINITIONS.  As used in this Agreement:

         a.    "Affiliate" shall mean, with respect to any person, any other
               person means any person, corporation, partnership or other entity
               directly or indirectly controlling, controlled by or under common
               control with such person.

         b.    "Affiliated Group" shall mean an affiliated group of corporations
               within the meaning of Section 1504(a) of the Code for the taxable
               period in question.

         c.    "Carryback or Carryforward Item" shall have the meaning set forth
               in Section 2d.

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         d.    "CBI-Caused Taxes" means any liability for Taxes, including
               interest and penalties, incurred by the CBI Group or the
               Convergys Group arising from or attributable to any of the
               transactions that are directly related to the Distribution
               failing to qualify under Section 355 of the Code, but only if
               such failure (i) was caused by an act that occurred after the
               Distribution in which CBI or a member of the CBI Group
               participated, or (ii) was otherwise attributable to one or more
               of the representations contained in Section 5b or Section 5c
               hereof failing to be true as of the date of this Agreement. 

         e.    "CBI Group" shall mean, with respect to any taxable period, the
               corporations that were members of the CBI Consolidated Group
               during such period, exclusive of the corporations that are
               included in the Convergys Group. 

         f.    "Code" shall mean the Internal Revenue Code of 1986, as amended.

         g.    "Consolidated Group" shall mean those corporations that presently
               are eligible to file certain tax returns on an affiliated or
               consolidated basis with CBI as the common parent. 

         h.    "Consolidated Return" shall mean the consolidated federal income
               Tax return of CBI including the Convergys Group and all other
               subsidiaries of CBI for the period commencing January 1, 1998
               through and including the Distribution Date. 

         i.    "Controlled Return" shall mean (a) the Consolidated Return, (b)
               any Prior Period Consolidated Return and (c) any combined returns
               with respect to 1998 and all prior years.

         j.    "Convergys-Caused Taxes" means any liability for Taxes, including
               interest and penalties, incurred by the CBI Group or the
               Convergys Group arising from or attributable to any of the
               transactions that are directly related to the Distribution
               failing to qualify under Section 355 of the Code, but only if
               such failure (i) was caused by an act that occurred after the
               Distribution in which Convergys or a member of the Convergys
               Group participated, or (ii) was otherwise attributable to one or
               more of the representations contained in Section 5a or Section 5c
               hereof failing to be true as of the date of this Agreement.


         k.    "Convergys Group" shall have the meaning set forth in the first
               paragraph of this Agreement.

         l.    "Convergys Tax Liability" shall mean, with respect to any
               Consolidated Group in any Taxable Period, the Convergys Group's
               share of the Tax liability of such Consolidated Group, computed
               as if the relevant members of the Convergys Group were not and
               never were part of such Consolidated Group, but rather, were a
               separate Affiliated Group of corporations filing a similar group
               Return (provided, however, any transaction with any member of the
               CBI Group included in such Consolidated Group shall not be taken
               into account until the first taxable 




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<PAGE>   3


               period in which such transaction is required to be taken into
               account for Tax purposes under applicable law). Such computation
               shall be made (i) without regard to the income, deductions
               (including the net operating loss and capital loss deductions)
               and credits in any year of any member of the CBI Group, except to
               the extent that a payment was made to any member of the CBI Group
               with respect thereto, (ii) by taking account of any Tax Asset of
               the Convergys Group, including net operating loss and capital
               carryforwards and carrybacks and minimum Tax credits from earlier
               years of the Convergys Group except to the extent that such
               losses, carryforwards, carrybacks or credits have been used by
               any member of the CBI Group, (iii) by applying the maximum
               applicable statutory Tax rate in effect under applicable law
               during the relevant year, and (iv) by reflecting the positions,
               elections and accounting methods used by the Consolidated Group
               preparing the relevant return for the Consolidated Group. 

         m.    "Distribution" shall mean the distribution by CBI of all shares
               of Convergys that are held by CBI to CBI's shareholders pursuant
               to the Distribution Agreement. 

         n.    "Distribution Agreement" shall mean the Plan of Reorganization
               and Distribution Agreement dated _______________, 1998 between
               CBI and Convergys. 

         o.    "Distribution Date" shall mean the date on which the Distribution
               shall be effected.


         p.    "Final Determination" shall mean the final resolution of
               liability for any Tax for a taxable period, (i) by the Internal
               Revenue Service Form 870 or Form 870-AD (or any successor forms
               thereto), on the date of acceptance by or on behalf of the
               taxpayer, or by comparable form under the laws of other
               jurisdictions; except that a Form 870 or Form 870-AD or
               comparable form that reserves (whether by its terms or by
               operation of law) the right of the taxpayer to file a claim for
               refund and/or the right of the taxing authority to assert a
               further deficiency shall not constitute a Final Determination;
               (ii) by decision, judgment, decree or other order by a court of
               competent jurisdiction, which has become final and unappealable;
               (iii) by a closing agreement or accepted offer in compromise
               under Section 7121 or Section 7122 of the Code, or comparable
               agreements under the laws of other jurisdictions; (iv) by any
               allowance of a refund or credit in respect of an overpayment of
               Tax, but only after the expiration of all periods during which
               such refund may be recovered (including by way of offset) by the
               Tax imposing jurisdiction; or (v) by any other final disposition,
               including by reason of the expiration of the applicable statute
               of limitations or by mutual agreement of the parties. 

         q.    "Group" shall mean the Convergys Group and/or the CBI Group.

         r.    "Indemnitor" shall have the meaning set forth in Section 6dii. 


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         s.    "Prior Period Consolidated Return" shall mean any consolidated
               Tax Return of CBI filed, or to be filed, for taxable years prior
               to the Consolidated Return year. 


         t.    "Return" shall mean any tax return, statement, report, form,
               election or claim (including all exhibits and schedules thereto)
               required to be filed with a Taxing Authority with respect to any
               Taxes. 

         u.    "Tax" (and the correlative meaning, "Taxes," "Taxing," "Taxable")
               shall mean any income, alternative or add-on minimum tax, gross
               income, gross receipts, sales, use, ad valorem, franchise,
               profits, license, withholding, payroll, employment,
               environmental, excise, severance, stamp, transfer, recording
               occupation, premium, property, value ad, winfall profit tax,
               custom duty, or other tax of any kind whatsoever, together with
               any interest and penalty, addition to tax or additional amount
               imposed by any governmental authority (a "Taxing Authority")
               responsible for the imposition of any such (domestic or foreign).
               
         v.    "Tax Administrators" shall mean the person designated by CBI as
               having primary responsibility for tax matters for the CBI Group
               and the person designated by Convergys as having primary
               responsibility for tax matters for the Convergys Group, or such
               other persons as may be mutually agreed upon by CBI and
               Convergys.

         w.    "Tax Asset" shall mean any net operating loss, net capital loss,
               tax credit, or any other loss, credit, or Tax attribute, which
               could reduce any Tax.

         x.    "Tax Benefit" shall have the meaning set forth in Section 3d.

         y.    "Tax CPA" shall mean Coopers & Lybrand or a comparable firm of
               internationally recognized certified public accountants mutually
               agreed upon by CBI and Convergys. 

         Any term used in this Agreement that is not defined in this Agreement
         shall, to the extent the context requires, have the meaning assigned to
         it in the Code or the applicable Treasury regulations thereunder (as
         interpreted in administrative pronouncements and judicial decisions) or
         in comparable provisions of applicable law.

2.       ADMINISTRATIVE AND COMPLIANCE MATTERS.

         a.     TAX SHARING AGREEMENTS. Except for this Agreement and except as
                provided in this Agreement, any and all existing Tax allocation
                agreements or arrangements, written or unwritten, between any
                member of the CBI Group and any member of the Convergys Group
                shall terminate upon completion of the Distribution.

         b.     FILING OF RETURNS.

                i.     Consolidated and Prior Period Consolidated Returns. CBI
                       and Convergys will join, and will cause each of their
                       respective subsidiaries to join, in the 



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<PAGE>   5



                       Consolidated Return to the extent each is eligible to
                       join in such Return under the provisions of the Code or
                       the regulations thereunder. Each of the Groups will
                       prepare separate returns for members of such Groups. The
                       consolidation of those returns will be done under the
                       direction of the Tax Administrators, who will cause the
                       Consolidated Return to be timely prepared and filed. The
                       Tax Administrators shall make the Consolidated Return
                       available to the chief financial officers of CBI and
                       Convergys for their review prior to filing and shall
                       furnish them a copy of the return promptly after it is
                       filed. In addition, prior to filing such Return, the
                       consolidation will be reviewed by the Tax CPA whose costs
                       will be borne equally by CBI and Convergys. For each
                       Taxable period, the Tax liability of each member shall be
                       computed consistent with past practice and in accordance
                       with the terms of the Tax Allocation Agreement among the
                       members of the CBI Affiliated Group that was signed by
                       CBI on October 29, 1987 and by Cincinnati Bell
                       Information Systems Inc. on November 3, 1987.

                ii.    RETURN INFORMATION. CBI and Convergys agree that each
                       will cause their respective chief financial officers to
                       furnish to the Tax Administrators on a timely basis such
                       information, schedules, analyses and any other items as
                       may be necessary to prepare the Consolidated Return. Such
                       information, schedules, analyses and other items will be
                       prepared in a manner consistent with existing practice
                       and in accordance with the work plan scheduled to be
                       agreed upon by the Tax Administrators and the chief
                       financial officers of CBI and Convergys, acting
                       reasonably, as soon as practicable after the Distribution
                       Date. 

                iii.   FILING PROCEDURES. The parties will execute and deliver
                       all documentation reasonably required (including powers
                       of attorney, if requested) to enable the Tax
                       Administrators to timely file, and to take all action
                       necessary or incidental to the filing of, the
                       Consolidated Return or any amendment of the Consolidated
                       Return or any prior period of the Consolidated Return.
                       CBI agrees that an officer of CBI will timely sign the
                       Consolidated Return (and any Prior Period Consolidated
                       Return which has not been filed as of the Distribution
                       Date) and any amendment of the Consolidated Return and
                       any Prior Period Consolidated Return after (a) receiving
                       written confirmation from the Tax Administrators that the
                       Tax Administrators have reviewed such return and
                       consulted with the Tax CPA and that it is in order for
                       filing, (b) such officer has reviewed such Consolidated
                       Return, and (c) any reasonable questions raised by such
                       officer in reviewing such return have been resolved
                       satisfactorily. 

                iv.    COMBINED STATE TAX RETURNS. The Tax Administrators will
                       cause any combined state tax returns with respect to 1998
                       or any prior Tax year and any amendment of such returns
                       to be timely prepared, filed and paid, utilizing
                       procedures substantially similar to those provided in
                       Section 2 



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<PAGE>   6


                       and Section 3 of this Agreement with respect to the
                       Consolidated Return and Prior Period Consolidated
                       Returns. 

                v.     OTHER TAX RETURNS. The parties and their respective
                       subsidiaries shall timely prepare and file Tax Returns
                       (other than Controlled Returns) in those jurisdictions in
                       which they are required to do so in a manner consistent
                       with past practice. Taxes for any Return filed by one of
                       the Companies pursuant to this section shall be paid or
                       caused to be paid by the party responsible under this
                       section for filing such return. The Tax Administrators
                       shall have the right to approve any Tax returns filed
                       pursuant to this section with regard to such filing. 

         c.     TAX PAYMENTS.

                i.     INTERIM PAYMENTS. Following the Distribution Date, at the
                       request of the Tax Administrators, Convergys, on behalf
                       of the Convergys Group, shall make payment to CBI equal
                       to the excess of the estimated liability of the Convergys
                       Group for the Tax owing under the Consolidated Return (as
                       reasonably determined by the Tax Administrators and the
                       Tax CPA) over the prior payments made by such Group in
                       respect of such Tax. On or before March 15, 1999, an
                       interim Tax settlement payment shall be made to or by CBI
                       to the Convergys Group, as the case may be, equal to the
                       difference between the estimated liability of the
                       Convergys Group under the Consolidated Return and the
                       amounts previously paid by the Convergys Group with
                       respect to such Return. Such amounts will be reasonably
                       determined by the Tax Administrators and the Tax CPA.

                ii.    ADJUSTING PAYMENT. Based upon computations to be prepared
                       by the effected Group and approved by the Tax
                       Administrators and the Tax CPA, an adjusting payment
                       equal to the difference between amounts previously paid
                       with respect to estimated taxes for the Consolidated
                       Return shall be made by one Group to the other on or
                       before October 15, 1999 based on the Consolidated Return
                       as filed. 

         d.     CARRYBACKS AND CARRYFORWARDS. If, for any Taxable period, a
                member of the Convergys Group incurs a net operating loss, net
                capital loss, unused general business tax credit or unused
                foreign tax credit (a "Carryback or Carryforward Item"), that
                may be carried back or carried forward to a Taxable year of the
                CBI Group or the CBI Affiliated Group, CBI shall pay to
                Convergys an amount equal to the amount by which the Tax
                liability of the CBI Group is reduced by such Carryback or
                Carryforward Item. Likewise, if, for any Taxable period, a
                member of the CBI Group incurs Carryback or Carryforward Item
                that may be carried back or carried forward to a Taxable year of
                the CBI Affiliated Group, Convergys shall pay to CBI an amount
                equal to the amount by which the Tax liability of the Convergys
                Group is reduced by such Carryback or Carryforward Item. 


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<PAGE>   7


         e.     AGENCY. Convergys irrevocably designates the Tax Administrator
                designated by CBI (and shall cause each member of the Convergys
                Group to irrevocably designate such Tax Administrator) as its
                agent and attorney-in-fact (and shall execute any necessary
                powers of attorney) for the purpose of taking any and all
                actions necessary or incidental to the filing of Returns for (i)
                any period during which any member of the Convergys Group or any
                predecessor qualified to file a consolidated, combined, unitary
                or similar Return with any member of the CBI Group, and (ii) any
                period ending on or before the Distribution Date. CBI shall keep
                Convergys reasonably informed of, and shall reasonably consult
                with Convergys with respect to, all actions to be taken on
                behalf of any member of the Convergys Group. CBI and Convergys
                will each furnish the other any and all information that the
                other may reasonably request in order to carry out the
                provisions of this Agreement to determine the amount of any Tax
                liability.

3.       INDEMNITIES.

         a.     CBI INDEMNITY. CBI and each member of the CBI Group jointly and
                severally indemnify Convergys, its shareholders, and the members
                of the Convergys Group that were members of a Consolidated Group
                that included such Convergys Affiliate against and hold them
                harmless from:

                i.   Any Tax liability of the CBI Group and any CBI-Caused Tax 
                     Liability;

                ii.  Any liability or damage resulting from a breach by CBI or
                     any member of the CBI Group of any representation or
                     covenant made by CBI herein; 

                iii. Any Tax liability resulting from the Distribution and 
                     attributable to any action of CBI or any member of the CBI
                     Group; and 

                iv.  All liabilities, costs, expenses (including, without
                     limitation, reasonable expenses of investigation and
                     attorneys' fees and expenses), losses, damages,
                     assessments, settlements or judgments arising out of or
                     incident to the imposition, assessment or assertion of any
                     Tax liability or damage described in (i), (ii), or (iii),
                     including those incurred in the contest in good faith and
                     appropriate proceedings relating to the imposition,
                     assessment or assertion of any such Tax, liability or
                     damage. 


        b.      CONVERGYS INDEMNITY. Convergys and each member of the Convergys
                Group will jointly and severally indemnify CBI, its
                shareholders, and the members of the CBI Group that were members
                of a Consolidated Group that included such CBI Affiliate against
                and hold them harmless from:

                i.   Any Convergys Tax Liability and Convergys-Caused Tax 
                     Liability;

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<PAGE>   8

                ii.  Any liability or damage resulting from a breach by
                     Convergys or any member of the CBI Convergys of any
                     representation or covenant made by Convergys herein;

                iii. Any Tax liability resulting from the Distribution and
                     attributable to any action of Convergys or any member of
                     the Convergys Group; and

                iv.  All liabilities, costs, expenses (including, without 
                     limitation, reasonable expenses of investigation and
                     attorneys' fees and expenses), losses, damages,
                     assessments, settlements or judgments arising out or
                     incident to the imposition, assessment or assertion of any
                     Tax liability or damage described in (i), (ii) or (iii)
                     including those incurred in the contest and good faith and
                     appropriate proceedings relating to the imposition,
                     assessment or assertion of any such Tax, liability or
                     damage. 

        c.      DISCHARGE OF INDEMNITY. CBI, Convergys and the members of the
                CBI Group and the Convergys Group, respectively, shall discharge
                their obligations under Sections 3a and 3b, hereof,
                respectively, by paying the relevant amount within thirty days
                of demand therefor. The CBI Group shall be entitled to make such
                a demand at any time after a member of the CBI Group makes a
                payment or deposit in respect of a Tax for which any member of
                the Convergys Group has an obligation under Section 3b. The
                Convergys Group shall be entitled to make such a demand at any
                time after a Final Determination of an obligation of any member
                of the CBI Group under Section 3a. Any such demand shall include
                a statement showing the amount due under Section 3a or Section
                3b, as the case may be. If either Convergys, CBI or any member
                of the Convergys Group or CBI Group disputes in good faith the
                fact or the amount of its obligation, then no payment of the
                amount of the dispute shall be required until any such good
                faith dispute is resolved in accordance with Section 7 hereof;
                provided, however, that any amount not paid within thirty days
                of demand shall bear interest as provided in Section 6e.

        d.      TAX BENEFITS. If an indemnification obligation of any member of
                the CBI Group or any member of the Convergys Group, as the case
                may be, under this Section 3, arises in respect of an adjustment
                that makes allowable to a member of the CBI Group or a member of
                the Convergys Group, respectively, any deduction, amortization,
                exclusion from income or other allowance (a "Tax Benefit") that
                would not, but for such adjustment, be allowable, then any
                payment by any member of the CBI Group or Convergys Group,
                respectively, pursuant to this Section 3 shall be an amount
                equal to (x) the amount otherwise due but for this subsection
                3d, minus (y) the present value of the product of the Tax
                Benefit multiplied (i) by the maximum applicable federal,
                foreign or state, as the case may be, corporate tax rate in
                effect at the time such Tax Benefit becomes allowable to a
                member of the CBI Group or member of the Convergys Group (as the
                case may be), or (ii) in the case of a Tax Credit, by 100%. The
                present value of such product shall be determined by discounting
                such product from the time 



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                that the Tax Benefit becomes allowable at a rate equal to the
                applicable federal rate, as set forth from time to time in the
                Internal Revenue Bulletin.

        e.      CALCULATION OF TAX. For purposes of this Section 3, in the case
                of Taxes that are imposed on a periodic basis and are payable
                for a Tax period that includes (but does not end on) the
                Distribution Date, a portion of such Tax related to the portion
                of such Tax period ending on the Distribution Date shall (i) in
                the case of any Taxes other than Taxes based upon or related to
                income, sales, gross receipts, wages, capital expenditures, or
                expenses, be deemed to be the amount of such Tax for the entire
                Tax period multiplied by a fraction the numerator of which is
                the number of days in the Tax period ending on the Distribution
                Date and the denominator of which is the number of days in the
                entire Tax period, and (ii) in the case of any Tax based upon or
                related to income, sales, gross receipts, wages, capital
                expenditures or expenses, be deemed equal to the amount that
                would be payable if the relevant Tax period ended on the
                Distribution Date. 

        f.      GUARANTEES. CBI or Convergys, as the case may be, shall 
                guarantee the obligations of each member of the CBI Group or the
                Convergys Group, respectively, under this Agreement. 

4.       TAX DEFICIENCIES AND CLAIMS.

         a.     Except as otherwise provided in Section 4b, the Tax
                Administrators shall control all audits, examinations and
                proceedings with respect to Taxes with respect to any Controlled
                Returns. The Tax Administrators shall have overall
                responsibility for obtaining and coordinating all responses in
                connection with any such proceedings with respect to any
                Controlled Returns. To the extent that any such audit affects
                one of the Groups, such Group shall prepare and submit such
                responses in a manner consistent with prior practice, provided,
                however, that the Tax Administrators shall have the right to
                approve all such responses prior to their submission.
                Adjustments affecting solely the Taxable income, loss or
                deductions of, or Tax credits generated by any Group, may be
                agreed upon or settled only upon approval of that Group, which
                approval shall not be unreasonably withheld or delayed.

         b.     Any proposed or actual income Tax deficiencies or refund claims,
                with respect to the Consolidated Return or any Prior Period
                Consolidated Return that arises from the business activities of
                a particular member and that do not otherwise affect any
                Controlled Return, may be defended or prosecuted by that member
                at its own cost and expense and with counsel and accountants of
                its own selection. Each of the Tax Administrators may
                participate in any such prosecution or defense at the expense of
                the respective company employing the Tax Administrator. A member
                may not compromise or settle any such tax deficiency or any
                refund claim without the prior written consent of the Tax
                Administrators, which consent shall not be unreasonably
                withheld. Notwithstanding the foregoing, no member shall have a
                right to an extension of the statute of limitations or to any
                waiver of any other 



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                procedural safeguard without the prior written consent of the
                Tax Administrators. The limitation expressed in the preceding
                sentence applies, but is not limited to, the filing of a
                petition in the United States Tax Court. 

        c.      In connection with the defense of any audit of any Controlled
                Return, except with regard to claims described in Section 4b,
                above, the Tax Administrators may retain advisors and charge the
                reasonable cost of their services to the appropriate Group or
                Groups.

        d.      Refunds for any year will be allocated among the members in the
                same manner as the Tax liability to which the refund relates was
                allocated. If any member of the Convergys Group desires to file
                a claim for refund with respect to a Taxable year for which it
                was a member of the Consolidated Group, it shall prepare and
                submit to CBI the claim for refund and a statement specifying
                when the statute of limitations for filing the claim will
                expire. The appropriate party to file such claim, under the
                supervision of the Tax Administrators, will file the claim as
                soon as practicable and will take such other action as may be
                appropriate. Such member will reimburse CBI for all costs
                incurred by CBI in complying with this section 4d.

5.      REPRESENTATIONS AND COVENANTS.

        a.      CONVERGYS REPRESENTATIONS. Convergys, for itself and on behalf
                of each member of the Convergys Group represents that, as of the
                date hereof, and covenants that, on the Distribution Date, there
                is no plan or intention (i) to liquidate Convergys or to merge
                or consolidate Convergys, or any member of the Convergys Group
                conducting an active trade or business relied upon in connection
                with the restructuring or the Distribution, with any other
                person subsequent to the Distribution, (ii) to sell, or
                otherwise dispose of any asset, subsequent to the Distribution,
                in a manner that would result in any increased Tax liability or
                reduction of any Tax Asset of the CBI Group or any member
                thereof, (iii) to take any action inconsistent with the
                information or representations furnished to the Internal Revenue
                Service or any other Tax Authority in connection with a request
                for a private letter ruling (or any comparable pronouncement by
                the Taxing Authority under applicable law) with respect to the
                Distribution or the restructuring, (iv) to enter into any
                negotiations, agreements, or arrangements with respect to
                transactions or events (including stock issuances, pursuant to
                the exercise of options or otherwise, capital contributions or
                acquisitions, but not including the Distribution) which, if
                treated as consummated before the proposed Distribution, would
                result in CBI not having "control" of Convergys within the
                meaning of Section 355(a)(1)(A) and Section 368(c) of the Code
                at the time of the Distribution, (v) to make any change in
                equity structure that would result in CBI not having such
                "control" (except for the Distribution), (vi) to repurchase
                stock of Convergys in a manner contrary to the requirements of
                Revenue Procedure 96-30 or (vii) to take any action that
                contravenes any agreement with a Taxing Authority to which any
                member of the Convergys Group or the CBI Group is a party.

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        b.      CBI REPRESENTATIONS. CBI, for itself and on behalf of each
                member of the CBI Group, represents that, as of the date hereof,
                and covenants that, on the Distribution Date, there is no plan
                or intention (i) to liquidate CBI or to merge or consolidate
                CBI, or any member of the CBI Group conducting an active trade
                or business relied upon in connection with the restructuring or
                the Distribution, with any other person subsequent to the
                Distribution, (ii) to sell, or otherwise dispose of any asset,
                subsequent to the Distribution, in a manner that would result in
                any increased Tax liability or reduction of any Tax Asset of the
                Convergys Group or any member thereof, (iii) to take any action
                inconsistent with the information or representations furnished
                to the Internal Revenue Service or any other Tax Authority in
                connection with a request for a private letter ruling (or any
                comparable pronouncement by the Taxing Authority under
                applicable law) with respect to the Distribution or the
                restructuring, or (iv) to take any action that contravenes any
                agreement with a Taxing Authority to which any member of the
                Convergys Group or the CBI Group is a party. 

        c.      CBI AND CONVERGYS REPRESENTATIONS. Each of CBI, Convergys and
                the members of the CBI Group and the Convergys Group,
                respectively, represent that, as of the date hereof, and
                covenants that on the Distribution Date, neither Convergys, CBI
                nor the members of the Convergys Group or CBI Group,
                respectively, as applicable, is aware of any present plan or
                intention by the current shareholders of CBI to sell, exchange,
                transfer by gift, or otherwise dispose of any of their stock in,
                or securities of, CBI or Convergys subsequent to the
                Distribution. In making this representation, the parties hereto
                recognize that the shares of CBI are, and the shares of
                Convergys will be, listed on certain stock exchanges and regular
                public trading of such shares can be expected. 

6.      COOPERATION.

        a.      ONGOING COOPERATION. CBI and Convergys will cooperate, and cause
                each member and their respective Groups to cooperate, at such
                time and to the extent reasonably requested by the other party
                in connection with all matters subject to this Agreement. Such
                cooperation will include, without limitation:

                i.   The retention and provision on reasonable request of any
                     and all information including books, records, documentation
                     or other information pertaining to Tax matters relating to
                     the Groups, any necessary explanations of information, and
                     access to personnel, until one year after the expiration of
                     the applicable statute of limitations (giving effect to any
                     extension, waiver, or mitigation thereof);

                ii.  The execution of any document that may be necessary or 
                     helpful with any required Return or in connection with any
                     audit, proceeding, suit or action; and 


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                iii. The use of the party's best efforts to obtain any
                     documentation from a governmental authority or a third
                     party that may be necessary or helpful in connection with
                     the foregoing. 

         b.     INFORMATION. CBI and Convergys shall keep each other fully
                informed with respect to any material development relating to
                the matters subject to this Agreement.

         c.     TAX ATTRIBUTES. CBI and Convergys shall promptly advise each
                other with respect to any proposed Tax adjustments relating to a
                Consolidated Group that are the subject of an audit or
                investigation, or are the subject of any proceeding or
                litigation, and it may affect any Tax liability or any Tax
                attribution of CBI, Convergys, the CBI Group, the Convergys
                Group or any member of the CBI Group or the Convergys Group. 

         d.     AUDITS.

                i.   HANDLING OF AUDITS. Notwithstanding anything in this
                     Agreement to the contrary, the Tax Administrators shall be
                     kept apprised of all audits. CBI shall have full control
                     over all matters relating to any Return or any Tax
                     proceeding relating to any Tax matters of at least one
                     member of the CBI Group. Convergys shall have full control
                     over all matters relating to any Return or any Tax
                     Proceeding relating to any Tax matters of at least one
                     member of the Convergys Group. In the event that an audit
                     relates to any Tax matters of members from both the CBI
                     Group and the Convergys Group, oversight of such audit will
                     be handled by the Tax Administrators in consultation with
                     the chief financial officers of each of the respective
                     Groups.

                ii.  SETTLEMENTS. No settlement of any Tax proceeding relating
                     to any matter that would cause a payment obligation under
                     Sections 3a or 3b shall be accepted or entered into by or
                     on behalf of the party entitled to receive a payment under
                     Section 3a or 3b, whichever is applicable, unless a party
                     ultimately responsible for such payment under either
                     Section 3a or 3b, whichever is applicable (the
                     "Indemnitor"), consents thereto in writing, which consent
                     shall not be unreasonably withheld or delayed. 

                iii. NOTICE. The indemnified party agrees to give notice to the
                     Indemnitor of the assertion of any claim, or the
                     commencement of any suit, action or proceeding in respect
                     of which indemnity may be sought hereunder within thirty
                     days of such assertion or commencement, or such other time
                     that would allow the Indemnitor to timely respond to such
                     claim, suit, action or proceeding. 

                iv.  OTHER ACTIONS. With respect to Returns relating to Taxes
                     solely attributable to the CBI Group or the Convergys
                     Group, as the case may be, 


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<PAGE>   13



                     CBI and the members of the CBI Group, or Convergys and the
                     members of the Convergys Group, as the case may be, shall
                     have full control over all matters relating to any Tax
                     proceedings in connection therewith. 

         e.     PAYMENTS. All payments to be made under this Agreement shall be
                made in immediately available funds. Except as otherwise
                provided, all payments required to be made pursuant to this
                Agreement will be due thirty days after the receipt of notice of
                such payment or, where no notice is required, thirty days after
                the fixing of liability or the resolution of a dispute. Any
                payment that is not made when due shall bear interest at a rate
                equal to the "prime rate" then in effect, as quoted in the Wall
                Street Journal, plus 2%.

         f.     TAX RESERVES. In connection with the Distribution, the Tax
                Administrators will oversee the allocation of the tax reserves
                shown on the balance sheet of CBI immediately prior to the
                Distribution Date among the members of the CBI Group and the
                Convergys Group in a manner that accurately reflects both the
                parties to whom the reserves should be allocated and the amount
                of reserves that should be allocated to each of such parties.

7.       DISPUTE RESOLUTION. In the event of a disagreement between the Tax
         Administrators or between the CBI Group or the Convergys Group, all
         computations or recomputations of any Tax liability, Tax rate or other
         similar items, and all determinations of the amount of payments or
         repayments will be reviewed by the Tax CPA, with the cost of such
         review being shared equally by the disputing Groups. The decision of
         the Tax CPA shall be binding on the parties.

8.       COSTS AND EXPENSES. Except as expressly set forth in this Agreement,
         each party will bear its own costs and expenses incurred pursuant to
         this Agreement. Notwithstanding anything to the contrary in this
         Agreement, CBI and Convergys will share equally the cost of the Tax CPA
         connected with reviewing the Consolidated Return. 

9.       EFFECTIVENESS. This Agreement will become effective upon the
         consummation of the Distribution. All rights and obligations arising
         hereunder with respect to a pre-Distribution Tax period will survive
         until they are fully effectuated or performed and, provided further,
         notwithstanding anything in this Agreement to the contrary, this
         Agreement will remain in effect and its provisions will survive for one
         year after the full period of all applicable statutes of limitation
         (giving effect any extension, waiver or mitigation thereof) and, with
         respect to any claim hereunder initiated prior to the end of such
         period, and until such claim has been satisfied or otherwise resolved.


10.      MISCELLANEOUS. 

         a.     Counterparts. This Agreement may be executed simultaneously in
                two or more counterparts, each of which will be deemed an
                original, and which together will constitute one and the same
                instrument.



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<PAGE>   14

         b.     AMENDMENTS. This Agreement may be amended in writing duly
                executed by all parties hereto.

         c.     GOVERNING LAW. This Agreement will be construed and enforced in
                accordance with the laws of the State of Ohio.

         d.     BENEFICIARIES. This Agreement will be binding upon and inure to
                the benefit of the parties hereto and their respective
                successors and assigns, by merger, acquisition of assets or
                otherwise. This Agreement is not intended to benefit any person
                other than the parties hereto and such successors and assigns,
                and no such other person will be a third-party beneficiary
                hereof. 

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the _____ day of __________________, 1998.


CINCINNATI BELL INC.                      CONVERGYS CORPORATION


By:                                       By:
   --------------------------------          --------------------------------