CINCINNATI BELL INC /OH/, PRE 14A, 1997-02-20

CINCINNATI BELL INC /OH/
PRE 14A, 1997-02-20
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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a party other than the Registrant /X/

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12

CINCINNATI BELL INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>

[LOGO]
201 EAST FOURTH STREET
P.O. BOX 2301
CINCINNATI, OHIO 45202
NOTICE OF 1997 ANNUAL MEETING
AND PROXY STATEMENT

- ------------------------------------------------------------

NOTICE OF ANNUAL MEETING

To The Shareholders:

The annual meeting of shareholders of Cincinnati Bell Inc. (the "Company")
will be held in the SPRINGER AUDITORIUM OF MUSIC HALL, 1243 Elm Street,
Cincinnati, Ohio, on Monday, April 28, 1997, at 11:30 A.M. for the following
purposes:

1. To elect four directors for three-year terms ending in 2000;

2. To approve the Cincinnati Bell Inc. 1997 Long Term Incentive Plan;

3. To approve the Cincinnati Bell Inc. 1997 Stock Option Plan for
Non-Employee Directors;
4. To amend Article FOURTH of the Amended Articles of Incorporation to
increase the authorized number of Common Shares;

5. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants to audit the financial statements of the Company for the year
1997; and

6. To act upon such other matters as may properly come before the meeting.

Shareholders of record at the close of business on February 28, 1997 will be
entitled to vote at the meeting and any adjournment thereof.

The vote of each shareholder is important, whatever the number of shares
held. Whether or not you plan to attend the meeting, please sign and return the
accompanying proxy card promptly in the enclosed envelope. PLEASE NOTE THAT YOUR
VOTE CANNOT BE COUNTED UNLESS YOU SIGN AND RETURN THE PROXY CARD OR ATTEND THE
MEETING AND VOTE BY BALLOT.

[W. H. ZIMMER SIGNATURE]
W. H. Zimmer III
Secretary

March , 1997
<PAGE>
CINCINNATI BELL INC.
201 EAST FOURTH STREET
P.O. BOX 2301
CINCINNATI, OHIO 45201

PROXY STATEMENT

This Proxy Statement and the accompanying proxy card are being mailed to
shareholders on or about March , 1997 in connection with the solicitation of
proxies by the Board of Directors of Cincinnati Bell Inc. (the "Company") for
use at the annual meeting to be held on April 28, 1997.

Shares can be voted at the meeting only if the shareholder is represented by
proxy or is present in person. A shareholder giving a proxy in the accompanying
form retains the power to revoke it by a later appointment received by the
Company or by giving notice of revocation to the Company in writing or in open
meeting. Such later appointments or notices should be directed to W. H. Zimmer
III, Secretary of the Company, at the address set forth above. Shares
represented by properly executed proxies received in the accompanying form will
be voted in accordance with the instructions contained therein. IN THE ABSENCE
OF CONTRARY INSTRUCTIONS, SUCH SHARES WILL BE VOTED (1) TO ELECT AS DIRECTORS
THE PERSONS NAMED ON PAGE ; (2) TO APPROVE THE CINCINNATI BELL INC. 1997 LONG
TERM INCENTIVE PLAN; (3) TO APPROVE THE CINCINNATI BELL INC. 1997 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS; (4) TO AMEND ARTICLE FOURTH OF THE AMENDED
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES;
(5) TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
ACCOUNTANTS OF THE COMPANY FOR THE YEAR 1997; AND (6) IN THE DISCRETION OF THE
INDIVIDUALS NAMED IN THE PROXY, ON ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.

An abstention from voting and broker non-votes (as defined below) will be
included in determining the presence of a quorum.

In the event that a broker, bank, custodian, nominee or other record holder
of shares indicates on a proxy that it does not have discretionary authority to
vote certain shares on a particular matter (a "broker non-vote"), then those
shares will not be considered present and entitled to vote with respect to that
matter, although they will be counted in determining the presence of a quorum.

If a shareholder is a participant in the Company's Employee Stock Ownership
Plan ("ESOP"), Retirement Savings Plan or Savings and Security Plan, the CBIS
Retirement and Savings Plan or the MATRIXX Marketing Inc. Profit Sharing/401(k)
Plan, and the accounts are registered in the same name, the proxy will also
serve as a voting instruction for the trustees of these plans. All of these
plans except for the ESOP provide that the trustee shall vote plan shares
represented by proxy cards which are not signed and returned in the same
proportion as shares for which signed cards are returned. Shares in the ESOP are
not voted unless the card is signed and returned.

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
PROMPTLY SO THAT A QUORUM MAY BE REPRESENTED AT THE MEETING.

In the past, shareholders with multiple accounts may have received more than
one Annual Report and Proxy Statement, which is costly to the Company and may
have been inconvenient to those shareholders. The Company has eliminated
multiple mailings of the Annual Report and Proxy Statement to accounts with the
identical address. Additionally, all proxy cards to identical addresses will be
included in the same envelope. To resume the mailing of an Annual Report and
Proxy Statement to an account, write W. H. Zimmer III, Secretary, 201 East
Fourth Street, P.O. Box 2301, Cincinnati, Ohio 45201.
<PAGE>
On the record date, February 28, 1997, outstanding voting securities of the
Company consisted of Common Shares, $1.00 par value ("Common Shares"),
all of one class. Each Common Share has one vote on each matter presented for
action at the meeting. The following table sets forth information, as of the
record date, with respect to those persons the Company believes to be beneficial
owners of more than 5% of the Company's voting securities:

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF Percent of
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP (a) Class
- ------------------ ------------------------------------ ------------- -------------
<S> <C> <C> <C>
Common Shares The Western and Southern %
Life Insurance Company
("Western Southern")
400 Broadway
Cincinnati, Ohio 45202
Common Shares T. Rowe Price Trust Company %
("T. Rowe Price")
10090 Red Run Boulevard
Owings Mills, Maryland 21117
Common Shares JANUS Capital Corporation and %
Thomas H. Bailey
100 Fillmore Street
Denver, Colorado 80206
Common Shares AIM Management Group %
Common Shares Bankers Trust Company %
</TABLE>

- ------------------------
(a) The Securities and Exchange Commission has defined "beneficial owner" of a
security to include any person who has or shares voting power or investment
power with respect to any such security or has the right to acquire
beneficial ownership of any such security within 60 days.

(b) Western Southern has advised the Company that of these Common
Shares are, subject to a contractual commitment, to be transferred to
Salomon Inc. upon the maturity of Salomon's 6 1/4% Exchangeable Notes due
February 1, 2001.

(c) T. Rowe Price has advised the Company that these Common Shares are held by
it as trustee under the Cincinnati Bell Inc. Retirement Savings Plan, the
Cincinnati Bell Inc. Savings and Security Plan and the MATRIXX Marketing
Inc. Profit Sharing/401(k) Plan. T. Rowe Price may be considered as sharing
voting power with participants under these plans because T. Rowe Price has
power to vote the Common Shares to the extent the participants do not give
it instructions with respect to voting such shares. For each plan, this
power is limited to the voting of Common Shares as to which it does not
receive instructions, in the same proportions as it votes Common Shares for
which it does receive instructions. Under the terms of these plans and the
applicable trust agreements, T. Rowe Price has only limited investment
powers with respect to the Common Shares held by it.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York and
Cincinnati Stock Exchanges. Officers, directors and greater than 10%
shareholders are required by regulations of the Securities and Exchange
Commission to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms received by it, the
Company believes that, during the period commencing January 1, 1996 and ending
December 31, 1996, all such persons complied on a timely basis with the filing
requirements of Section 16(a).

2
<PAGE>
BOARD OF DIRECTORS

GENERAL INFORMATION

The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, although it
is not involved in day-to-day operating details. Directors are kept informed of
the Company's business by various reports and documents sent to them, as well as
by operating and financial reports presented at Board and committee meetings by
the chairman, chief executive officer and other officers.

Meetings of the Board of Directors are scheduled approximately seven times a
year, and there is also an organizational meeting following the annual meeting
of shareholders. Additional meetings of the Board may be called whenever needed.
The Board of Directors of the Company held 13 meetings in 1996. Each director
attended at least 80% of the aggregate number of meetings of the Board and
committees of which he or she was a member.

COMMITTEES OF THE BOARD

The committees established by the Board of Directors to assist it in the
discharge of its responsibilities are described below. The biographical
information on each director, including those nominated for election, which
begins on page of this Proxy Statement, identifies the committee memberships
currently held by each nominee and each incumbent director.

The Executive Committee has five members, two of whom are also officers of
the Company. The Committee meets on call whenever needed and has authority to
act on most matters during the intervals between Board meetings. The Committee
met one time in 1996.

The Audit Committee has three members, none of whom is an officer of the
Company. The Committee meets with management to consider the adequacy of the
internal controls of the Company and the objectivity of its financial reporting;
the Committee also meets with the independent accountants and with appropriate
Company financial personnel and internal auditors concerning these matters. The
Committee recommends to the Board the appointment of the independent
accountants, subject to ratification by the shareholders at the annual meeting.
Both the internal auditors and the independent accountants periodically meet
alone with the Committee and have unrestricted access to the Committee. The
Committee met four times in 1996.

The Compensation Committee has four members, none of whom is an officer of
the Company. It makes recommendations to the Board with respect to the
compensation of Senior Managers of the Company and also administers the
Cincinnati Bell Inc. 1988 Long Term Incentive Plan (the "1988 Long Term
Incentive Plan"), the Cincinnati Bell Inc. Short Term Incentive Plan (the "Short
Term Incentive Plan"), the Cincinnati Bell Inc. Pension Program (the "Pension
Program"), the Cincinnati Bell Inc. 1989 Stock Option Plan and the Cincinnati
Bell Inc. Executive Deferred Compensation Plan (the "Deferred Compensation
Plan") The Committee will administer the Cincinnati Bell Inc. 1997 Long Term
Incentive Plan, if the proposal to approve that plan is adopted. The Committee
met five times in 1996.

The Finance and Benefits Committee has three members, none of whom is an
officer of the Company. The Committee reviews the capital structure of the
Company, short term borrowing limits, proposed financing, options available for
the financing of all material acquisitions by the Company, the Company's
dividend policy and the Company's benefit plans, the performance of the
portfolio managers of such plans and pension plan funding. From time to time the
Committee makes such reports and recommendations to the Board with respect to
the foregoing as it deems appropriate. The Committee met four times in 1996.

The Nominating Committee has three members, one of whom is also an officer
of the Company. The Committee meets from time to time to discuss potential
candidates for director and officer positions with the Company. From time to
time the Committee makes such reports and recommendations to the Board of
Directors with respect thereto as it may deem appropriate. The Committee met two
times in 1996.

COMPENSATION OF DIRECTORS

Directors who are also employees of the Company receive no remuneration for
serving as directors or committee members. Non-employee directors receive an
annual retainer of $16,000 and a meeting fee of

3
<PAGE>
$1,000 for each Board and committee meeting attended. The Chairmen of the Audit
Committee, the Compensation Committee and the Finance and Benefits Committee
receive an additional fee of $3,000 per year for serving as Chairmen of those
committees. In lieu of the annual retainer and individual meeting fees, Mr.
Mechem, as Chairman of the Board, receives an annual fee of $200,000 and medical
insurance, the cost of which is approximately $ per year. Directors may
elect to defer the receipt of all or a part of the fees and retainers under the
Cincinnati Bell Inc. Deferred Compensation Plan for Outside Directors (the
"Directors Deferred Compensation Plan"). Amounts so deferred earn interest,
compounded quarterly, at a rate equal to the average interest rate for ten-year
United States Treasury notes for the previous quarter.

Non-employee directors also receive stock options pursuant to the Cincinnati
Bell Inc. 1988 Stock Option Plan for Non-Employee Directors. Each non-employee
director of the Company upon his or her initial appointment or election as a
director receives an option to purchase 6,000 Common Shares. On the date of each
annual shareholder meeting subsequent to a directors' initial election or
appointment, he or she will receive an option to purchase 2,000 Common Shares,
provided that such non-employee director continues in office subsequent to that
year's annual meeting of shareholders. The exercise price for each option
granted is 100% of the fair market value of the Common Shares on the date of
grant. During 1996, no options were exercised.

Pursuant to the Cincinnati Bell Inc. Retirement Plan for Outside Directors
which was adopted in 1991 (the "Directors Retirement Plan"), non-employee
directors who retire with at least five years of service as a non-employee
director are entitled to receive an amount per year, continuing for the number
of years that they served as a director, equal to the annual retainer in effect
at the date of their retirement. In the event of the death of a director or
retired director, no further payments will be made under the plan.

The Directors Retirement Plan was terminated effective December 31, 1996,
except for three retired directors who are currently receiving payments. For
each current director whose service began prior to July 1, 1996, an amount equal
to the director's accrued benefit under the Directors Retirement Plan was
credited to a share account under the Directors Deferred Compensation Plan on
December 31, 1996. In addition, on January 1, 1997 and each subsequent January
1, an amount equivalent in value to 250 Common Shares will be credited to a
share account under the Directors Deferred Compensation Plan for each active
director. Amounts credited to a director's share account will be assumed to be
invested and reinvested in Common Shares.

Accounts under the Directors Deferred Compensation Plan are paid out in
cash, in one lump sum or up to ten annual installments, when the director leaves
the Board. However, amounts credited to a share account are subject to
forfeiture if the director leaves the Board (other than by reason of death)
prior to completing at least five years service as a non-employee director.

Non-employee directors also were provided certain telecommunications
services. The cost of such services was approximately $ per non-employee
director in 1996.

4
<PAGE>
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS

The following table sets forth the beneficial ownership of Common Shares as
of February 28, 1997 by each director and named executive officer and by all
directors and officers of the Company as a group. As of that date, no individual
director or officer owned beneficially more than % of the Common Shares
outstanding and all directors and officers of the Company as a group owned
beneficially Common Shares or % of the Common Shares outstanding.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AS OF Percent of
FEB. 28, 1997 (a) Common Shares
------------------ -------------

<S> <C> <C>
John F. Barrett..............................................................
Phillip R. Cox...............................................................
William A. Friedlander.......................................................
Brian C. Henry...............................................................
Roger L. Howe................................................................
Robert P. Hummel, M.D........................................................
James D. Kiggen..............................................................
John T. LaMacchia............................................................
Charles S. Mechem, Jr........................................................
Mary D. Nelson...............................................................
James F. Orr.................................................................
Brian H. Rowe................................................................
David B. Sharrock............................................................
Barbara J. Stonebraker.......................................................
All Directors and Officers as a group (consisting of persons, including
those named above).........................................................
</TABLE>

- ------------------------
(a) Includes Common Shares subject to outstanding options under the 1988 Long
Term Incentive Plan and the Directors Plan which are exercisable by such
individuals within 60 days. The following options are included in the
totals: Common Shares for Mr. LaMacchia; Common Shares for Mr.
Orr; Common Shares for Mr. Henry; Common Shares for Mrs.
Stonebraker; Common Shares for each of Messrs. Friedlander, Hummel and
Kiggen; Common Shares for Mr. Sharrock; Common Shares for Mr.
Barrett; Common Shares for Mr. Cox; Common Shares for Mrs.
Nelson; Common Shares for Mr. Mechem; and Common Shares for each
of Messrs. Howe and Rowe. The Common Share figures for the non-employee
directors do not include, however, the option to purchase an additional
2,000 Common Shares that each non-employee director will receive pursuant to
the 1988 Stock Option Plan for Non-Employee Directors, provided that such
non-employee director continues in office subsequent to this year's annual
meeting of shareholders.

(b) Includes Common Shares held directly by members of the director's or
officer's family who have the same home as the director or officer but as to
which the director or officer disclaims beneficial ownership: for Mr.
LaMacchia; for Mr. Friedlander; for Mrs. Stonebraker; for
Dr. Hummel; for Mr. Kiggen; for Mr. Barrett; and for other
officers.

(c) Does not include Common Shares held by The Western and Southern Life
Insurance Company of which Mr. Barrett is President and Chief Executive
Officer. Mr. Barrett disclaims beneficial ownership of those shares.

5
<PAGE>
(d) Includes Common Shares as to which Mr. Friedlander disclaims
beneficial ownership. Mr. Friedlander has sole investment power as to these
Common Shares.

ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)

The Board of Directors of the Company presently consists of twelve members,
three of whom are officers of the Company. The Company's Amended Articles of
Incorporation require that the directors be divided into three classes. At each
annual meeting of shareholders, directors constituting a class are elected for a
three-year term. The terms of the Class I directors expire in 1997. The Board of
Directors has nominated John F. Barrett, Charles S. Mechem, Jr., James F. Orr
and David B. Sharrock for election as directors in Class I to serve until the
2000 annual meeting of shareholders. The four nominees for director receiving
the greatest number of votes will be elected Class I directors. The four
directors in Class II continue to serve until the 1998 annual meeting of
shareholders, and the four directors in Class III continue to serve until the
1999 annual meeting of shareholders. The directors of each class will serve
until their respective successors are elected and qualified.

It is intended that shares represented by the accompanying form of proxy
will be voted for the election of the nominees, unless contrary instructions are
indicated as provided on the proxy card. (If you do not wish your shares to be
voted for particular nominees, please so indicate on the proxy card.) If one or
more of the nominees should at the time of the meeting be unavailable or unable
to serve as a candidate, the shares represented by the proxies will be voted to
elect the remaining nominees and any substitute nominee or nominees designated
by the Board of Directors. The Board of Directors knows of no reason why any of
the nominees will be unavailable or unable to serve.

For each director of the Company, including those nominated for election,
there follows a brief listing of principal occupation during at least the past
five years, other major affiliations and age on the date of this Proxy
Statement.

NOMINEES FOR CLASS I DIRECTORS
(TERMS EXPIRE IN 2000)

<TABLE>
<S> <C>
John F. Barrett, President and Chief Executive Officer of The
[PHOTO] Western and Southern Life Insurance Company since March 8, 1994;
President and Chief Operating Officer, November 1989 to March
1994; Executive Vice President and Chief Financial Officer, May
1987 to October 1989. Director of The Western and Southern Life
Insurance Company, The Fifth Third Bancorp and its subsidiary,
The Fifth Third Bank, and The Andersons, Inc. Director of the
Company since 1992; member of the Audit Committee, the
Compensation Committee and the Nominating Committee. Age 47.

Charles S. Mechem, Jr., Chairman of the Board of the Company
[PHOTO] since 1996. Commissioner Emeritus, Ladies Professional Golf
Association, 1991-1995; Former Chairman of The United States
Shoe Corporation, 1993-1995; Retired Chairman & CEO of Taft
Broadcasting Company, 1967-1990. Director of AGCO, Mead
Corporation, Ohio National Life Insurance Company, J. M. Smucker
Company, Star Banc Corp. and its subsidiary, Star Bank, N.A.
Director of the Company since December 1995; member of the
Executive Committee and the Nominating Committee. Age 66.
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
James F. Orr, Chief Operating Officer of the Company and
[PHOTO] Chairman of Cincinnati Bell Information Systems Inc. since
September 1996; Executive Vice President of the Company and
President and Chief Executive Officer of Cincinnati Bell
Information Systems Inc., 1995-1996; President and Chief
Executive Officer of MATRIXX Marketing Inc., 1993-1994; Chief
Operating Officer of Cincinnati Bell Information Systems Inc.,
1994; Director of the Company since September 1996. Age 51.

David B. Sharrock, Consultant since 1994; Retired Executive Vice
[PHOTO] President and Chief Operating Officer of Marion Merrell Dow Inc.
(researcher, manufacturer and seller of pharmaceutical
products), 1989-1993; President and Chief Operating Officer of
Merrell Dow Pharmaceuticals Inc., 1988-1989. Director of Unitog
Co., Interneuron Pharmaceuticals Inc., Progenitor, Inc.,
Intercardia, Inc. and Praecis Pharmaceutical, Inc. Director of
the Company since 1987; member of the Compensation Committee and
the Nominating Committee. Age 60.
</TABLE>

CLASS II DIRECTORS
(TERMS EXPIRE IN 1998)

<TABLE>
<S> <C>
Phillip R. Cox, President and Chief Executive Officer of Cox
[PHOTO] Financial Corporation (financial planning) since 1972. Director
of Federal Reserve Bank of Cleveland, CINergy Corp. and PNC
Bank, Ohio, N.A. Director of the Company since 1993; member of
the Compensation Committee and the Finance and Benefits
Committee. Age 49.

William A. Friedlander, Chairman of Bartlett & Co. (a registered
[PHOTO] investment advisor) since 1989; Chief Executive Officer,
1966-1989. Director of The Union Central Life Insurance Company.
Director of the Company since 1986; Chairman of the Audit
Committee and member of the Executive Committee. Age 64.

Roger L. Howe, Chairman of the Board of U.S. Precision Lens,
[PHOTO] Inc. (manufacturer of optics for consumer and industrial
applications) since July 1988; Chairman of the Board and Chief
Executive Officer 1970-1988. Director of Baldwin Piano & Organ
Co., Cintas Corporation, Eagle Picher Industries, Inc., and Star
Bank Corp and its subsidiary, Star Bank, N.A. Director of the
Company since 1996. Age 62.
</TABLE>

7
<PAGE>

<TABLE>
<S> <C>
John T. LaMacchia, President and Chief Executive Officer of the
[PHOTO] Company since October 1, 1993; President of the Company since
January 1, 1988; Chairman of Cincinnati Bell Telephone Company
since November 1993; Chairman of Cincinnati Bell Information
Systems Inc., October 1988-September 1996; Chief Operating
Officer of the Company, 1988-1993. Director of The Kroger Co.
and Burlington Resources Inc. Director of the Company since
1985; member of the Executive Committee. Age 55.
</TABLE>

CLASS III DIRECTORS
(TERMS EXPIRE IN 1999)

<TABLE>
<S> <C>
Dr. Robert P. Hummel, Retired Chief of Staff of University
[PHOTO] Hospital since 1997; Chief of Staff of University Hospital
1992-1997; Emeritus Professor of Surgery, College of Medicine,
University of Cincinnati since 1996; Director of the Company
since 1983; Chairman of the Finance and Benefits Committee and
member of the Executive Committee. Age 68.

James D. Kiggen, Chairman of the Board and Chief Executive
[PHOTO] Officer of Xtek, Inc. (manufacturer of engineered steel products
for heavy industry) since 1985; President of Xtek, Inc.
1985-1995. Director of Fifth Third Bancorp and its subsidiary,
The Fifth Third Bank, The United States Playing Card Company,
R.A. Jones Company and Xtek, Inc. Director of the Company since
1983; Chairman of the Compensation Committee and member of the
Executive Committee. Age 65.

Mary D. Nelson, President of Nelson & Co. (consulting actuaries)
[PHOTO] since 1975. Director of Blount International, Inc. and The Union
Central Life Insurance Company. Director of the Company since
1994; a member of the Audit Committee and the Finance and
Benefits Committee. Age 63.

Brian H. Rowe, Retired Chairman of General Electric Aircraft
[PHOTO] Engines ("GEAE"); Chairman of GEAE 1993-1995; President and
Chief Executive Officer of GEAE 1979-1993; Senior Vice President
of the General Electric Company from 1979-1993. Director of
Stewart & Stevenson Services, Inc., B/E Aerospace, Textron,
Inc., The Fifth Third Bank and Canadian Marconi Company.
Director of the Company since October 1996. Age 65.
</TABLE>

8
<PAGE>
PROPOSAL TO APPROVE THE
CINCINNATI BELL INC.
1997 LONG TERM INCENTIVE PLAN
(ITEM 2 ON THE PROXY CARD)

The Board of Directors recommends the approval of a long term incentive
compensation plan for employees of the Company and its subsidiaries, the
Cincinnati Bell Inc. 1997 Long Term Incentive Plan (the "1997 Long Term Plan").
The proposed 1997 Long Term Plan is intended to replace the Cincinnati Bell Inc.
1988 Long Term Incentive Plan and the Cincinnati Bell Inc. 1989 Stock Option
Plan (see "Executive Compensation" below). THE FULL TEXT OF THE PROPOSED 1997
LONG TERM PLAN IS SET FORTH IN APPENDIX A OF THIS PROXY STATEMENT AND THE
FOLLOWING DISCUSSION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH TEXT.

The purposes of the proposed Plan are to attract and retain outstanding
individuals as employees of the Company and its subsidiaries and to motivate
these employees to achieve long term performance objectives through
opportunities to acquire the Company's Common Shares or monetary payments based
on the value of such shares, or the financial performance of the Company, or
both, as provided by the Plan.

The principal provisions of the 1997 Long Term Plan are as follows:

1. SHARES RESERVED FOR ISSUANCE. Subject to adjustment in the case of
certain changes in the capital structure of the Company, a number of Common
Shares equal to two percent of the Company's outstanding Common Shares as of the
first day of each calendar year for which the 1997 Long Term Plan is in effect
shall be available for grant in such year. (For calendar year 1997, the number
of Common Shares available shall equal one percent of the Company's outstanding
Common Shares as of January 1, 1997 plus the number of Common Shares remaining
available for award under the 1988 Long Term Incentive Plan and the 1989 Stock
Option Plan immediately prior to the effective date of the 1997 Long Term Plan.)
All Common Shares available for grant in any year which are not granted shall be
available for grant in subsequent years. If any Common Shares subject to any
award are forfeited, or the award is terminated without the issuance of Common
Shares, the Common Shares subject to the award shall again be available for
grant pursuant to the 1997 Long Term Plan. Notwithstanding the foregoing, a
maximum of 25% of the total number of Common Shares available under the 1997
Long Term Plan will be available for the grant of incentive stock options and a
maximum of 10% of the Common Shares available under the Long Term Plan will be
available for award to any one Participant. Upon shareholder approval of the
1997 Long Term Plan, no additional options will be granted under the 1989 Stock
Option Plan and no further awards will be made under the 1988 Long Term
Incentive Plan.

2. ADMINISTRATION. The 1997 Long Term Plan will be administered by the
Compensation Committee of the Board of Directors (the "Committee").

3. TYPES OF AWARDS. Awards under the 1997 Long Term Plan may be in any one
or a combination of the following: (a) stock options, including incentive stock
options (ISOs), (b) stock appreciation rights (SARs), in tandem with stock
options or free standing, (c) restricted stock, (d) performance shares and
performance units conditioned upon meeting certain performance criteria and (e)
other awards valued in whole or in part by reference to or otherwise based on
Common Shares or other securities of the Company or any of its subsidiaries
("other stock unit awards"). In addition, in connection with any award or
deferred award, payments may also be made representing dividends or interest or
their equivalents.

4. STOCK OPTIONS. The 1997 Long Term Plan provides that the purchase price
of Common Shares purchasable under any stock option shall not be less than 100%
of the fair market value of the Common Shares on the date that the option is
granted. Payment of the purchase price for option shares must be made in cash or
by delivery of other Common Shares of the Company or other property, or a
combination thereof, having a fair market value equal to the purchase price of
the option shares.

The period of any option will be determined by the Committee, but no ISO may
be exercised later than 10 years after the date of grant. The aggregate fair
market value, determined at the date of grant of the ISO,

9
<PAGE>
of Common Shares for which ISOs are exercisable for the first time during any
calendar year as to any participant shall not exceed the maximum limitation in
section 422A of the Internal Revenue Code of 1986 (the "Code").

5. STOCK APPRECIATION RIGHTS. A SAR represents the right to receive
payment of a sum not to exceed the amount, if any, by which the fair market
value of the Common Shares on the date of exercise of the SAR exceeds the grant
price of the SAR. The grant price (which shall not be less than the fair market
value of the Common Shares on the date of the grant) and other terms of the SAR
shall be determined by the Committee. A SAR may be granted free-standing or in
tandem with new options or after the grant of a related option which is not an
ISO. Upon the exercise of a SAR, payment may be made in cash, Common Shares or
other property, or a combination thereof, as the Committee shall determine.

6. RESTRICTED STOCK. Restricted stock will consist of Common Shares which
are subject to such conditions, restrictions and limitations as the Committee
determines to be appropriate. Restricted stock will be awarded without
consideration other than the rendering of services or the payment of any minimum
amount required by law, unless the Committee decides otherwise. With respect to
Common Shares awarded as restricted stock, the recipient shall have all rights
of a shareholder of the Company, including the right to vote and the right to
receive cash dividends, unless the Committee shall otherwise determine. Any
Common Shares issued with respect to restricted stock as a result of a stock
split, stock dividend or similar transaction shall be restricted to the same
extent as such restricted stock, unless otherwise determined by the Committee.
Upon termination of the participant's employment during the restriction period,
all restricted stock shall be forfeited subject to such exceptions, if any, as
are authorized by the Committee as to termination of employment, retirement,
disability, death or special circumstances.

7. PERFORMANCE SHARES AND UNITS. The 1997 Long Term Plan permits the grant
of performance shares and performance units ("Performance Awards") as additional
compensation to participants for services to the Company or one of its
subsidiaries based on performance periods and performance goals established by
the Committee for the Company or any subsidiary of the Company. Payment of
performance awards may be made in cash, Common Shares or other property, or a
combination thereof, as the Committee shall determine. There may be more than
one award in existence at any one time and performance periods may differ.
Recipients of Performance Awards are not required to provide consideration other
than the rendering of service, unless the Committee decides otherwise.

8. OTHER STOCK UNIT AWARDS. The 1997 Long Term Plan permits the award of
other stock unit awards, either alone or in addition to other awards granted
under the Plan, subject to such conditions, restrictions and limitations as the
Committee determines to be appropriate. Other stock unit awards are awards of
Common Shares or other securities of the Company and other awards that are
valued in whole or in part by reference to, or are otherwise based on, Common
Shares or other securities of the Company. Other stock unit awards may be paid
in cash, Common Shares or other property, or a combination thereof, as the
Committee shall determine.

9. CHANGE OF CONTROL. In order to maintain all of the participants' rights
in the event of a Change of Control (as defined in the 1997 Long Term Plan) of
the Company, the Committee, as constituted before such Change of Control, in its
sole discretion, may, as to any outstanding award, either at the time an award
is made or any time thereafter, take any one or more of the following actions:
(a) provide for the acceleration of any time periods relating to the exercise or
realization of any such award so that such award may be exercised or realized in
full on or before a date fixed by the Committee; (b) provide for the purchase of
any such award by the Company, attained upon the exercise of such award or
realization of such participant's rights had such awards been currently
exercisable or payable; (c) make such adjustment to any such award then
outstanding as the Committee deems appropriate to reflect such Change of
Control; or (d) cause any such award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change of Control.

10. AMENDMENT AND TERMINATION. The 1997 Long Term Plan may be amended or
terminated by the Board of Directors, provided that no such action shall impair
the rights of a participant without the

10
<PAGE>
participant's consent and provided that no amendment shall be made without
shareholder approval which shall (a) increase the total number of shares
reserved for issuance pursuant to the Plan, (b) change the class of eligible
participants or (c) materially increase the benefits under the Plan.

11. FEDERAL INCOME TAX CONSEQUENCES. The following are the federal income
tax consequences generally arising with respect to awards granted under the 1997
Long Term Plan. The grant of an option or SAR will create no tax consequences
for an optionee or the Company. The optionee will have no taxable income upon
exercising an ISO (except that the alternative minimum tax may apply), and the
Company will receive no deduction when an ISO is exercised. Upon exercising an
option other than an ISO or SAR, the optionee must recognize ordinary income
equal to the difference between the exercisable price and the fair market value
of the Common Shares on the date of exercise; the Company will be entitled to a
deduction for the same amount. The treatment to an optionee of a disposition of
Common Shares acquired through the exercise of an option depends on how long the
Common Shares have been held and on whether such Common Shares were acquired by
exercising an ISO or by exercising an option other than an ISO or SAR.
Generally, there will be no tax consequence to the Company in connection with a
disposition of Common Shares acquired under an option except that the Company
may be entitled to a deduction in the case of a disposition of Common Shares
acquired under an ISO before the applicable ISO holding periods have been
satisfied.

With respect to other awards granted under the 1997 Long Term Plan that are
settled either in cash or in Common Shares or other property that is either
transferable or not subject to substantial risk of forfeiture, the participant
must recognize ordinary income equal to the cash or the fair market value of
Common Shares or other property received; the Company will be entitled to a
deduction for the same amount. With respect to awards that are settled in Common
Shares or other property that is restricted as to transferability and subject to
substantial risk of forfeiture, the participant must recognize ordinary income
equal to the fair market value of the Common Shares or other property received
at the first time the Common Shares or other property became transferable or not
subject to substantial risk of forfeiture, whichever occurs earlier; the Company
will be entitled to a deduction for the same amount. Different tax rules apply
with respect to participants who are subject to Section 16 of the Securities
Exchange Act of 1934, as amended.

OUR RECOMMENDATION

APPROVAL OF THE CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE PLAN REQUIRES
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE ISSUED AND OUTSTANDING
COMMON SHARES. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION OF THE
PROPOSAL.

EFFECT OF MANAGEMENT VOTE

Inasmuch as the directors and officers of the Company own beneficially
Common Shares, or % of the outstanding voting shares, their votes on the
proposal are not likely to have a material impact on whether this proposal is
adopted. The Board of Directors recommends a vote FOR the proposal.

PROPOSAL TO APPROVE
CINCINNATI BELL INC.
1997 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(ITEM 3 ON THE PROXY CARD)

The Board of Directors recommends that the shareholders approve a stock
option plan for non-employee directors, the Cincinnati Bell Inc. 1997 Stock
Option Plan for Non-Employee Directors (the "1997 Directors Plan"). The proposed
1997 Directors Plan is intended to replace the 1988 Stock Option Plan for
Non-Employee Directors (the "1988 Directors Plan"). THE FULL TEXT OF THE
PROPOSED 1997 DIRECTORS PLAN IS SET FORTH IN APPENDIX B OF THIS PROXY STATEMENT
AND THE FOLLOWING DISCUSSION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
TEXT.

11
<PAGE>
The purpose of the 1997 Directors Plan is to attract and retain the services
of experienced and knowledgeable independent directors of the Company and to
provide them a further incentive to increase the value of the Company and of the
Common Shares for the benefit of all shareholders. The 1997 Directors Plan will
become effective on the day after it is approved by the shareholders of the
Company.

The principal provisions of the 1997 Directors Plan are as follows:

1. SHARES RESERVED FOR ISSUANCE. Subject to adjustment in case of certain
changes in the capital structure of the Company, there are reserved for issuance
upon the exercise of options granted under the 1997 Directors Plan 300,000
Common Shares, equal to % of the Common Shares outstanding at ,
1997. Such Common Shares may be authorized and unissued shares or shares then
held in the Company's treasury. If any option under the 1997 Directors Plan
expires or terminates without having been exercised in full, the Common Shares
subject to such option will again be available for the purposes of issuance
under the exercise of options granted under the 1997 Directors Plan. No
additional options will be granted under the 1988 Directors Plan after the 1997
Directors Plan becomes effective.

2. GRANTS. The 1997 Directors Plan provides that each individual who first
becomes a non-employee director of the Company after the effective date of the
plan will automatically receive an option to purchase 6,000 Common Shares on the
first day of the non-employee director's first term in office. On the date of
each annual meeting of shareholders of the Company subsequent to the effective
date of the Plan, each non-employee director will automatically receive an
option for an additional 2,000 Common Shares, provided that such non-employee
director first becomes a non-employee director prior to such annual meeting and
continues in office subsequent to such annual meeting. Only non-statutory stock
options will be granted under the 1997 Directors Plan. There are at present ten
directors eligible to participate in the 1997 Directors Plan.

3. PRICE. The option price for each option granted under the 1997
Directors Plan will be 100% of the fair market value of the Common Shares on the
date of grant.

4. TERM. Options granted under the 1997 Directors Plan shall be
immediately exercisable. Options shall have a term of ten years from the date of
grant. Except in the case of retirement or death, no option may be exercised
more than six months after the optionee's termination of service as director.

5. ADMINISTRATION. The Board of Directors will administer the 1997
Directors Plan.

6. EFFECTIVE DATE. The 1997 Directors Plan will not become effective until
the day following the date it is approved by the shareholders as proposed
herein.

7. AMENDMENT AND TERMINATION. The 1997 Directors Plan may be terminated,
modified or amended by the shareholders of the Company. The Board of Directors
may also terminate the 1997 Directors Plan or modify or amend it in certain
respects as set forth in the 1997 Directors Plan. No options may be granted
under the 1997 Directors Plan after tenth anniversary of the effective date of
the Plan; provided, however, that such termination shall have no effect on
options granted prior thereto.

8. FEDERAL INCOME TAX CONSEQUENCES. Under present federal income tax laws
the grant of an option will create no federal income tax consequences for an
optionee or the Company. Upon exercising an option, the optionee must recognize
ordinary income equal to the difference between the exercise price and the fair
market value of the Common Shares on the date of exercise and the Company will
be entitled to a deduction for the same amount.

OUR RECOMMENDATION

APPROVAL OF THE CINCINNATI BELL INC. 1997 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
ISSUED AND OUTSTANDING COMMON SHARES. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE PROPOSAL.

EFFECT OF MANAGEMENT VOTE ON PROPOSAL

12
<PAGE>
TO AMEND ARTICLE FOURTH OF THE
AMENDED ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF COMMON SHARES
(ITEM 4 ON PROXY CARD)

At present the Company's Amended Articles of Incorporation, as amended (the
"Amended Articles"), authorize the issuance of 240,000,000 Common Shares, $1.00
par value. On February 3, 1997 the Board of Directors determined that it would
be advantageous to increase the authorized number of Common Shares and proposed
amending the Company's Amended Articles, subject to the approval of the
shareholders, to increase the authorized number of Common Shares from
240,000,000 to 480,000,000. No changes in the express terms of the Common Shares
are contained in the proposal. The proposed amendment to the first paragraph of
Article FOURTH appears in Appendix C to this Proxy Statement.

The Board of Directors believes that the Common Share split will broaden the
potential market for the Common Shares and result in a wider distribution of
Common Shares, both of which are in the best interests of the shareholders.

In addition, the Board of Directors believes that it is desirable and in the
best interest of the Company and its shareholders that there be a substantial
number of authorized but unissued Common Shares in order to insure flexibility
of action in the future. Authorized but unissued Common Shares are available,
free from any pre-emptive right, for issuance from time to time to such persons
and for such considerations as the Board of Directors may determine, without
necessarily requiring further action by the shareholders unless such action is
required by applicable law or the rules of any stock exchange on which the
Common Shares may be listed.

The additional authorized Common Shares may be used for various corporate
purposes, including Common Share dividends and splits, acquisitions, public
offerings and stock option and other employee benefit plans, and any share
purchase rights plans that may exist. The increase in the authorized number of
Common Shares and the two-for-one Common Share split are not designed to deter
or prevent a change in control, but attention is directed to the description of
the Company's Share Purchase Rights Plan described below. However, Article
FOURTH of the present Amended Articles, (and, as proposed to be amended)
authorizes Common Shares in excess of those shares outstanding and provides that
Preferred Shares may be issued in one or more series; it expressly vests in the
Board of Directors the authority to determine the designations, relative rights,
preferences and limitations of each such series. Although the Board of Directors
presently has no intention of issuing any additional Common or Preferred Shares
as a defensive measure in connection with a takeover attempt, under certain
circumstances the Company could use the additional Common Shares, the Preferred
Shares and any share purchase rights to create voting impediments or to
frustrate persons seeking to effect a takeover or otherwise gain control of the
Company or could place such shares privately with purchasers who might side with
the Board of Directors in opposing a hostile takeover bid. It should be noted,
however, that the power of the Board of Directors to take such actions described
in the preceding sentence would not be increased by the proposal to amend
Article FOURTH.

Other provisions of the Company's Amended Articles may be deemed to have an
anti-takeover effect. Ohio law provides that the approval of two-thirds of the
voting power of a corporation is required to effect certain mergers and similar
transactions, to adopt amendments to the articles of 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 Amended Articles do not contain such a provision. The two-thirds
voting requirement tends to make approval of such matters, including further
amendments to the Amended Articles, relatively difficult, and a vote of the
holders of in excess of one-third of the outstanding shares of the Company would
be sufficient to prevent implementation of any of the corporate actions
mentioned above.

The overall effect of the proposal and the Common Share split may be to
render more difficult or discourage (i) an attempt to take control of the
Company through a merger, tender offer, proxy contest or

13
<PAGE>
other means, (ii) the assumption of control by a holder of a large block of the
Company's voting shares, and (iii) the removal of incumbent management. This may
be the case even though certain shareholders of the Company may deem such an
action to be in their best interests.

Except as described herein, at the date of this Proxy Statement, the Company
has no agreements, commitments or plans with respect to the sale or issuance of
Common Shares or Preferred Shares, other than the Common Shares to be issued on
the Common Share split, and the Common Shares to be issued upon the exercise of
options. As of February 28, 1997, the record date for notice of this meeting,
there were Common Shares issued and outstanding, Common Shares
unissued and not reserved for issuance and Common Shares unissued and
reserved for issuance. After giving effect to the amendment of Article FOURTH
and the Common Share split (as if both had been effective as of February 28,
1997), a total of Common Shares would have been issued and outstanding,
Common Shares would have been unissued and not reserved for issuance and
Common Shares unissued and reserved for issuance.

The additional Common Shares resulting from adoption of the proposal will be
identical in all respects to the existing Common Shares. The adoption of the
proposal and the subsequent Common Share split will not change the relative
rights of the holders of the Common Shares. Each Common Share issued and
outstanding after the Common Share split will be entitled to one vote and each
issued Common Share will be fully paid and non-assessable.

If the proposed amendment is adopted by the shareholders, it is anticipated
that it will be filed with the Secretary of State of the State of Ohio and will
become effective on April 28, 1997.

OUR RECOMMENDATION

ADOPTION OF THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF THE AMENDED ARTICLES
REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF THE ISSUED AND
OUTSTANDING COMMON SHARES. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
PROPOSAL.

EFFECTS OF MANAGEMENT VOTE ON PROPOSAL

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(ITEM 5 ON THE PROXY CARD)

Subject to shareholder ratification, the Board of Directors, upon
recommendation of the Audit Committee, has reappointed the firm of Coopers &
Lybrand L.L.P. as independent accountants to audit the financial statements of
the Company for the year 1997. Coopers & Lybrand L.L.P. has audited the
financial statements of the Company for many years. If the shareholders do not
ratify this appointment, other independent accountants will be appointed by the
Board upon recommendation of the Audit Committee. One or more members of the
firm of Coopers & Lybrand L.L.P. will attend the annual meeting, will have an
opportunity to make a statement and will be available to answer questions.

OUR RECOMMENDATION

RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE COMMON SHARES PRESENT OR
REPRESENTED AND ENTITLED TO VOTE AT THE MEETING. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR SUCH RATIFICATION.

14
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee recommends to the Board of Directors compensation
for the Company's Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer, as well as the compensation for the Chief Executive Officers
of the Company's principal subsidiaries, Cincinnati Bell Telephone Company
("CBT"), Cincinnati Bell Information Systems Inc. ("CBIS") and MATRIXX Marketing
Inc. ("MATRIXX"). The compensation of Mrs. Stonebraker is established by the
Board of Directors of CBT.

The executive compensation program established by the Compensation Committee
is based on the principles (a) that compensation must be competitive with other
companies to attract and retain high-quality executives, (b) that a significant
portion of executive compensation should be "at risk" and tied to the
achievement of specific short and long term performance objectives, principally
the Company's earnings and the performance of the Company's Common Stock, that
will inure to the benefit of the Company's shareholders and (c) that emphasis
should be given to the long term incentive component of each executive's
compensation package, rather than to base salary or annual incentives.

Compensation levels for executives are benchmarked to the outside market,
using information from general industry surveys conducted by an outside
consultant and from proxy materials of a comparison group consisting of
twenty-five companies, including the Peer Group Companies identified on page
, in the communications, information systems and telephone marketing
industries. Each executive's total direct compensation (base salary, annual
incentives and long term incentives) is targeted to be competitive with the
revenue adjusted median of the comparison group.

BASE SALARY. Based upon a review of the market data, the Compensation
Committee recommended no change in the base salary of Mr. LaMacchia and a
$10,000 increase in Mr. Henry's base salary. Base salary increases of from 16%
to 20% were recommended for other executives, both to ensure equity with the
market and to recognize their increased responsibilities. Mr. Marino's base
salary was established pursuant to his employment agreement. The salaries of
Messrs. LaMacchia, Orr, Henry and Marino appear in the Summary Compensation
Table on page .

ANNUAL INCENTIVE. The Company's short term incentive plan, which includes
Messrs. LaMacchia, Orr and Henry, is one of the means by which the Compensation
Committee encourages the Company's management to enhance shareholder value. As
in the case of base salary, short term award targets are benchmarked against
market data.

For Messrs. LaMacchia and Henry to receive a short term award, the Company
must achieve certain levels of "earnings per share" ("EPS"). In addition to a
Company EPS component, Mr. Orr's short term award is based upon CBIS and MATRIXX
achieving certain combined revenue levels and upon CBIS achieving certain
operating income levels. For 1996, the EPS and other financial goals were
exceeded. The short term incentive awards of Messrs. La LaMacchia, Orr and Henry
are reflected in the Summary Compensation Table.

LONG TERM INCENTIVES. The Company's executive compensation program includes
two long term elements, stock options and performance share awards, both of
which are intended to more closely align the interests of the Company's
executives with those of the Company's shareholders.

Stock options are awarded under the Company's 1988 Long Term Incentive Plan.
The present value of the stock options awarded to each executive is targeted to
represent approximately two-thirds of the present value of the executive's total
long term incentives, with the present value of performance share targets
constituting the remaining third. Based upon the recommendation of an outside
consultant, the present value of an option for compensation purposes is 00.00%
of the value of a Common Share. The options granted to the named executive
officers during 1996 are shown in the "Grants of Stock Options" table on page
.

Beginning in 1996, executives have the opportunity to earn performance
shares, each equivalent in value to a Common Share, based upon the extent to
which Company's total shareholder return ("TSR"), which includes dividends and
share price appreciation, for a three-year performance period, compares with

15
<PAGE>
a comparison group mean TSR for the same period. Based upon the recommendation
of an outside consultant, for compensation purposes, the present value of a
performance share is equal to 85% of the value of a Common Share.

No performance shares will be awarded at the end of the performance period
if the Company's TSR is negative. If the Company's TSR is at least 80% of the
comparison group mean TSR, from 50% to 200% of the target number of performance
shares will be awarded, with 100% being awarded if the Company's TSR is 100% of
the comparison group mean TSR and 200% being awarded in the Company's TSR is
140% of the comparison group mean TSR. The first three-year performance period
will end on December 31, 1998. For 1996, the Company's TSR was in excess of 140%
of the comparison group mean TSR.

STOCK OWNERSHIP GUIDELINES. To further align the interests of the
executives and the Company's shareholders, the Compensation Committee has
established stock ownership guidelines for its executive officers. The Chief
Executive Officer is expected to have approximately three times his base salary
in Common Shares and other officers are expected to have approximately one and
one-half times their base in Common Shares. These shares can include shares
acquired on the open market or through Company plans, including the Retirement
Savings Plan. Executives will be given a reasonable amount of time to satisfy
these guidelines.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. LaMacchia served in the
capacity of President and Chief Executive Officer throughout 1996. As President
and Chief Executive Officer, in accordance with the policies discussed, his base
salary for 1996 was $525,000 and he received a short term award of $472,500. He
received a stock option grant for 39,300 Common Shares and a performance share
target of 4,900 performance shares under the Long Term Incentive Plan.

COMPENSATION LIMITATION. The Compensation Committee is continuing to
consider the effect of section 162(m) of the Internal Revenue Code, which limits
the deduction for compensation paid to the Company's named executives. As long
as the Company's potential tax liability from the loss of the deduction remains
nominal, no action will be taken.

Compensation Committee

James D. Kiggen, Chairman
John F. Barrett
Phillip R. Cox
David B. Sharrock

16
<PAGE>
EXECUTIVE COMPENSATION

I. SUMMARY COMPENSATION TABLE
The following table shows the compensation of the Chief Executive Officer
and the other four most highly compensated executive officers of the Company or
any of its subsidiaries for services to the Company and its subsidiaries in all
capacities. Mr. LaMacchia and Orr served as directors of the Company but

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
received no separate compensation in that capacity.

Long-Term Compensation
-------------------------------------
Awards
Annual Compensation ------------------------ Payouts
------------------------------------- SECURITIES ----------
OTHER ANNUAL RESTRICTED UNDERLYING LONG-TERM ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK OPTIONS INCENTIVE COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($) AWARDS($) (#) PAYOUTS($) ($) (a)
---------------------- ---- --------- --------- -------------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John T. LaMacchia 1996 $525,000 $472,500 -- $ 0 39,300 $-- $ 9,500
President & CEO 1995 525,000 500,000 (b) 0 75,000 0 7,182
1994 500,000 500,000 (b) 0 100,000 0 6,000
James F. Orr 1996 $300,000 $415,144 -- $340,018(c) 205,600 $-- $ 14,585
Chief Operating
Officer 1995 245,833 0 -- 270,023(c) 30,000 -- --
1994 222,917 0 -- 355,000(c) 20,000 -- --
Brian C. Henry 1996 $310,000 $172,500 -- $ 0 67,300 $-- $ 22,392
Executive Vice 1995 300,000 175,000 (b) 0 25,000 0 6,000
President & CFO 1994 275,000 175,000 (b) 0 20,000 0 11,000
Robert J. Marino 1996 $240,000 $206,974 $ -- $ 0 15,000 $-- $ --
President & CEO of 1995 40,000 141,141 37,732 404,063(d) 10,000 -- --
CBIS 1994 -- -- -- -- -- -- --
Barbara J. Stonebraker 1996 $192,000 $ 83,059 -- $ 0 7,500 $-- $ 8,852
Senior Vice 1995 192,000 120,885 (b) 254,070(e) 7,500 0 7,596
President of CBT 1994 186,000 80,000 (b) 0(e) 4,000 0 8,000
</TABLE>

a) Represents Company contributions to defined contribution savings plans and
to the Deferred Compensation Plan described on page __.

b) Does not include the value of perquisites and other personal benefits
because the aggregate amount of such compensation, if any, does not exceed
the lesser of $50,000 or 10% of the total amount of the annual salary and
bonus for the individual for that year.

c) As of December 31, 1996, Mr. Orr's aggregate restricted stock holdings were
18,422 Common Shares with a value of $1,135,255.75. 10,422 Common Shares
were awarded in 1996, vesting one year from date of grant; 14,773 Common
Shares were awarded in 1995, vesting one year from date of grant; and 20,000
Common Shares were awarded in 1994, vesting 12,000 Common Shares in 1997,
4,000 Common Shares in 1997 and 4,000 Common Shares in 1998. Dividends are
paid on all restricted stock.

d) As of December 31, 1996, Mr. Marino's aggregate restricted stock holdings
were 15,000 Common Shares with a value of $924,375. Restrictions lapse with
respect to 7,500 Common Shares in 1998 and the remaining 7,500 Common Shares
in 2000. Dividends are paid on all restricted stock.

e) As of December 31, 1996, Mrs. Stonebraker's aggregate restricted stock
holdings were 15,000 Common Shares with a value of $924,375. Restrictions
lapse with respect to 9,000 Common Shares in 1997, an additional 3,000
Common Shares in 1998 and the remaining 3,000 Common Shares in 1999.
Dividends are paid on all restricted stock.

17
<PAGE>
II. GRANTS OF STOCK OPTIONS

The following table shows all individual grants of stock options to the
named executive officers of the Company during the fiscal year ended December
31, 1996.

Potential Realizable
NUMBER OF % of Total Value at Assumed Annual
SECURITIES Options Rates of Stock Price
UNDERLYING Granted to Exercise Appreciation for Option
OPTIONS Employees or Base Term (b)
GRANTED in Fiscal Price Expiration -----------------------
NAME (#) (a) Year ($/Sh) Date 5% ($) 10% ($)
- ---------------------------- ---------- ---------- -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
John T. LaMacchia 39,300 % $ 33.813 1/2/06 $ 835,635 $ 2,117,759
20,600 % $ 33.813 1/2/06 $ 438,017 $ 1,110,072
10,000 % 50.438 9/16/06 $ 317,200 $ 803,850
James F. Orr 175,000 % 57.938 12/16/06 $6,376,300 $16,159,150
17,300 % $ 33.813 1/2/06 $ 367,849 $ 932,245
Brian C. Henry 50,000 % 59.938 12/30/06 1,884,650 4,776,200
Robert J. Marino 10,000 % $ 33.813 1/2/06 $ 212,630 $ 538,870
Barbara J. Stonebraker 7,500 % $ 33.813 1/2/06 $ 159,472 $ 404,152
</TABLE>

(a) The material terms of the options granted are: grant type, non-statutory;
grant price, fair market value on grant date, exercisable 25% after one
year, an additional 25% after the second year and the remaining 50% after
the third year (The grants of 175,000 Common Shares to Mr. Orr and of 50,000
Common Shares to Mr. Henry are exercisable after five years); term of grant,
10 years, except in cases of retirement, disability or death; and
unexercisable options are cancelled upon termination of employment.

(b) As required by rules of the Securities and Exchange Commission, potential
values stated are based on the prescribed assumption that the Company's
Common Shares will appreciate in value from the date of grant to the end of
the option term (ten years from the date of grant) at annualized rates of 5%
and 10% (total appreciation of 62.8% and 159.3%) resulting in values of
approximately $55.07 and $87.70 for all options expiring on January 2, 2006
($82.15 and $130.82 for Mr. Orr's options which expire on September 16,
2006, $94.37 and $150.27 for Mr. Orr's options which expire on December 16,
2006 and $97.63 and $155.46 for Mr. Henry's options which expire on December
30, 2006). They are not intended, however, to forecast possible future
appreciation, if any, in the price of the Company's Common Shares. The total
of all stock options granted to employees, including executive officers,
during fiscal 1996 was approximately % of the total Common Shares
outstanding during the year. As an alternative to the assumed potential
realizable values stated in the above table, the Securities and Exchange
Commission rules would permit stating the present value of such options at
date of grant. Methods of computing present values suggested by different
authorities can produce significantly different results. Moreover, since
stock options granted by the Company are not transferable, there are no
objective criteria by which any computation of present value can be
verified. Consequently, the Company's management does not believe there is a
reliable method of computing the present value of such stock options for
proxy disclosure purposes.

18
<PAGE>
III. AGGREGATE OPTION EXERCISES

The following table shows aggregate option exercises in last fiscal year and
fiscal year-end values:
<TABLE>
<CAPTION>

NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS AT
FY-END (#)
EXERCISABLE
(E)/
SHARES ACQUIRED VALUE UNEXERCISABLE
NAME ON EXERCISE (#) REALIZED ($) (U)
- --------------------------------------------------------- --------------- ------------ -------------
<S> <C> <C> <C>
E325,000
John T. LaMacchia 0 $761,260 U39,300
E65,000
James F. Orr 0 $ 0 U205,600
E112,500
Brian C. Henry 0 $423,755 U67,300
E0
Robert J. Marino 0 $ 0 U15,000
E16,000
Barbara J. Stonebraker 0 $ 0 U15,000

<CAPTION>
VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT
FY-END ($) (a)
Exercisable (E)/
NAME Unexercisable(U)
- --------------------------------------------------------- -----------------------------------
<S> <C>
E$14,552,725.00
John T. LaMacchia U1,063,536.85
E$2,742,495.00
James F. Orr U1,175,822.20
E$4,593,102.50
Brian C. Henry U512,022.60
E$0
Robert J. Marino U509,055.00
E$662,248.00
Barbara J. Stonebraker U532,492.50
</TABLE>

(a) Values stated based on the fair market value (average of the high and low)
of $60.875 per share of the Common Shares on the New York Stock Exchange on
December 31, 1996.

IV. LONG-TERM INCENTIVE PLAN AWARDS TABLE

Since no awards pursuant to any long-term incentive plans were made to any
named executive officer in the fiscal year ended December 31, 1996, no table has
been included.

V. DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

Mr. LaMacchia participates in both the Company's Management Pension Plan and
the Pension Program. The following table illustrates the approximate pension
amounts which would be payable under those plans combined.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE AND PENSION AMOUNT
-----------------------------------------------
COMPENSATION 15 20 25 30 OR MORE
- ------------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
$ 400,000 $ 136,000 $ 181,333 $ 226,667 $ 272,000
475,000 161,500 215,333 269,167 323,000
550,000 87,000 249,333 311,667 374,000
625,000 212,500 283,333 354,167 425,000
700,000 238,000 317,333 396,667 476,000
775,000 263,500 351,333 439,167 527,000
850,000 289,000 385,333 481,667 578,000
925,000 314,500 419,333 524,167 629,000
1,000,000 340,500 453,333 566,667 680,000
1,075,000 365,000 487,333 609,167 731,000
</TABLE>

Pension amounts shown under the foregoing table are annual straight life
annuity pension amounts assuming retirement at age 65, prior to deduction for
Social Security benefits. If retirement occurs prior to age 60, the pension
amounts shown may be reduced by 5% for each year by which the participant's age
at retirement is less than age 60. To compute the estimated annual retirement
benefits of Mr. LaMacchia, the

19
<PAGE>
amount of compensation which can be used is $ and the number of his years
of credited service at December 31, 1996 is 30. The covered compensation is for
the twelve consecutive month period during the thirty-six consecutive month
period ending December 31, 1996 which produces the highest dollar amount.

Currently, the benefit formula under the Management Pension Plan is a cash
balance formula. Under this formula, each participant has an account to which
pension credits are allocated at the end of each year based upon the
participant's attained age and covered compensation for the year. To the extent
that a participant's covered compensation exceeds the Social Security wage base,
additional pension credits are given for such excess compensation. The following
chart shows the pension credits which will be given at the ages indicated:

<TABLE>
<CAPTION>
ATTAINED AGE PENSION CREDITS
- --------------------------- ---------------------------------------------------------------
<S> <C>
Less than 30 years 2.50% of total covered compensation plus 2.50% of excess
compensation
30 but less than 35 years 2.75% of total covered compensation plus 2.75% of excess
compensation
35 but less than 40 years 3.25% of total covered compensation plus 3.25% of excess
compensation
40 but less than 45 years 4.00% of total covered compensation plus 4.00% of excess
compensation
45 but less than 50 years 5.25% of total covered compensation plus 5.25% of excess
compensation
50 but less than 55 years 6.50% of total covered compensation plus 6.50% of excess
compensation
55 or more years 8.00% of total covered compensation plus 8.00% of excess
compensation
</TABLE>

At the end of each year, a participant's account is also credited with
assumed interest at the rate of 8% per annum through December 31, 1996, 8.25%
for 1997 and 4% per annum for subsequent years. At retirement or other
termination of employment, an amount equivalent to the balance then credited to
the account is payable to the participant in the form of an immediate or
deferred lump sum or annuity. (In the case of an employee who was a participant
in the Management Pension Plan on December 31, 1993, the employee's account also
was credited with pension credits equivalent to the employee's accrued benefit
on that date.)

Messrs. Orr, Henry and Marino and Mrs. Stonebraker participate in the
Management Pension Plan but do not participate in the Pension Program. If they
continue in employment and retire at normal retirement age of 65, their
estimated annual pension amounts under the Management Pension Plan would be
$ for Mr. Orr; $ for Mr. Henry, $ for Mr. Marino and $ for
Mrs. Stonebraker.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In December 1987, the Company entered into an Executive Employment Agreement
with Mr. LaMacchia. The Agreement is not a typical employment agreement in that
Mr. LaMacchia's term of employment under the Agreement does not commence until
the date of a "change in control" (as defined in the Agreement) of the Company.
Under the Agreement, Mr. LaMacchia (i) continues to be employed in the same
position that he had on the day preceding the change in control with the
responsibilities and authorities that executives in comparable companies possess
and (ii) receives the same level of compensation (with annual cost of living
increases) and benefits in effect immediately prior to the change in control.
After a change in control, he may terminate his employment, with or without
reason, upon one month's prior written notice. The Company may terminate his
employment without breach of his Agreement only upon his death, disability or
for "cause" (as defined in the Agreement). If, after a change in control of the
Company, the Company terminates his employment in a breach of his Agreement or
he voluntarily terminates his employment, he is entitled to receive as severance
pay in cash an amount equal to five times his "base amount" within the meaning
of section 280G of the Code. ("Base amount" for purposes of the Agreement
includes all amounts attributed or earned for that year pursuant to the Short
Term Incentive

20
<PAGE>
Plan, the 1988 Long Term Incentive Plan and any other deferred compensation
plan.) The severance pay payable under the Agreement will be greater than the
maximum amount which may currently be paid under the Code for these types of
agreements without the individual incurring an excise tax and without the
Company being denied a tax deduction of a portion of the payments.

In August 1994, the Company entered into an Employment Agreement with Mr.
Orr which provides for the employment and retention of Mr. Orr as President and
Chief Executive Officer of CBIS for a term commencing on January 1, 1995 and
terminating on December 31, 1999. The Employment Agreement provides for: an
initial base salary of $240,000 per year, which is subject to annual performance
reviews and increases consistent with his performance and the treatment of
similarly situated employees; a minimum bonus target of $170,000 per year; an
annual grant of options to purchase at least 20,000 Common Shares; if he remains
employed through December 31, 1998, a minimum pension of $40,000 per year and
retiree medical benefits; and benefits and perquisites consistent with the
treatment of similarly situated employees. The Executive Employment Agreement
provides that if Mr. Orr's employment terminates following a change in control
of the Company, Mr. Orr will receive a lump sum payment equal to the greater of
$720,000 or 2.99 times his annual base salary and target bonus on the date of
termination, plus the minimum pension and retiree medical benefits described
above, but not less than the amount called for in the event of a termination
without cause. In the event that the Company terminates Mr. Orr's employment
(other than for cause or disability), Mr. Orr will receive a lump sum severance
payment equal to the greater of (a) two times his base salary rate and target
bonus or (b) the base salary rate and target bonus for the remainder of the
term, plus the minimum pension and retiree medical benefits described above.

In March 1993, the Company entered into an Executive Employment Agreement
with Mr. Henry which provides for the employment and retention of Mr. Henry as
Executive Vice President and Chief Financial Officer of the Company for a term
commencing on March 29, 1993 and terminating on March 29, 1998. The Executive
Employment Agreement provides for: an initial base salary of $270,000 per year,
which is subject to annual performance reviews and increases consistent with his
performance and the treatment of similarly situated employees of the Company;
the opportunity to earn a bonus under the Short Term Incentive Plan; options to
purchase 80,000 Common Shares; a supplemental pension equal to that portion of
his accrued pension under the Management Pension Plan attributable to his first
10 years of service; and benefits and perquisites consistent with the treatment
of similarly situated employees of the Company. The Executive Employment
Agreement provides that if Mr. Henry's employment terminates following a change
in control of the Company, Mr. Henry will receive a lump sum payment equal to
the greater of $810,000 or three times his annual base salary on the date of
termination. In the event that the Company terminates Mr. Henry's employment
(other than for cause or disability) after March 29, 1995, Mr. Henry will
receive a lump sum severance payment equal to his previous 12 months base
salary.

In September 1995, CBIS entered into an Employment Agreement with Mr. Marino
which provides for the employment and retention of Mr. Marino as Chief Operating
Officer of CBIS for a term commencing on October 1, 1995 and terminating on
September 30, 2000. The Employment Agreement provides for: an initial base
salary of $240,000 per year, which is subject to annual performance reviews and
increases consistent with his performance and the treatment of similarly
situated employees; a minimum bonus target of $110,000 per year; an initial
award of options to purchase 15,000 Common Shares; a restricted stock award of
15,000 Common Shares; a supplemental pension equal to that portion of his
accrued pension under the Management Pension Plan attributable to his first 10
years of service and benefits and perquisites consistent with the treatment of
similarly situated employees of CBIS. In the event that CBIS terminates Mr.
Marino's employment (other than for cause or disability), Mr. Marino will
receive a lump sum severance payment equal to two times his base salary rate
plus a pro-rated portion of the restricted stock award.

In December 1994, CBT entered into an Employment Agreement with Mrs.
Stonebraker which provides for the employment and retention of Mrs. Stonebraker
as a Senior Vice President for a term commencing on December 31, 1994 and ending
on December 31, 1999. The Employment Agreement provides for: a minimum base
salary of $192,000 per year, which is subject to annual performance reviews; the
opportunity to earn a bonus under CBT's regular compensation program; an annual
grant of options to purchase 7,500 Common Shares; a restricted stock award of
15,000 Common Shares (which were issued on

21
<PAGE>
January 3, 1995); and benefits and perquisites consistent with the treatment of
similarly situated employees. The Employment Agreement states that if Mrs.
Stonebraker's employment terminates following a change in control of the Company
or CBT, Mrs. Stonebraker will receive a lump sum payment equal to 2.99 times her
base salary, her options will become immediately exercisable and the
restrictions otherwise applicable to her restricted stock award will lapse. In
the event that CBT terminates Mrs. Stonebraker's employment (other than for
cause or disability), Mrs. Stonebraker will receive a lump sum severance payment
equal to the lesser of two times her base salary for the current year or her
base salary for the remainder of the term.

The Deferred Compensation Plan was adopted effective January 1, 1994 to
permit senior managers to defer receipt of up to 75% of their base salary, up to
100% of their cash bonuses (including cash awards under the 1988 Long Term
Incentive Plan and the Short Term Incentive Plan) and up to 100% of share awards
under the 1988 Long Term Incentive Plan. For participating employees who are not
in the Pension Program, there will be a Company "match" which is established by
the Compensation Committee. For 1996, the "match" was $0.666 for each dollar
deferred (up to 6% of compensation). Amounts deferred by participants (and the
related Company "match") are assumed to have been invested in various mutual
funds and other investments (including Company Shares). Upon termination of
employment, the amounts then credited to the participant's account are
distributed in two equal annual installments or in up to ten annual
installments. The 1996 "match" for Messrs. Orr, Henry and Marino and Mrs.
Stonebraker is reflected in the Summary Compensation Table under the "All Other
Compensation" column. Mr. LaMacchia did not participate in the Deferred
Compensation Plan during 1996.

Under the 1988 Long Term Incentive Plan and the Short Term Incentive Plan,
in the event of a change in control, all outstanding stock options will become
immediately exercisable, all restrictions applicable to restricted stock awards
will lapse and a pro rata portion of all accrued incentive awards will be paid
in cash. Under the Incentive Award Deferral Plan and the Deferred Compensation
Plan, the present value of all deferred amounts will be paid in cash in the
event of a change in control. The present values of all accrued unfunded
benefits under the Management Pension Plan and the Pension Program will be
funded within five days after a change in control.

22
<PAGE>
PERFORMANCE GRAPHS

The following Performance Graphs compare the yearly percentage change of the
cumulative total shareholder return on the Company's Common Shares with the
cumulative total return, assuming reinvestment of dividends, of (i) the S&P 500
Stock Index and (ii) the Telephone Peer Group.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C> <C>
Based on reinvestment of $100 beginning December 31,
1991
Cincinnati Bell, Inc. S&P 500(0)
Dec-91 $100 $100
Dec-92 $93 $108
Dec-93 $101 $118
Dec-94 $100 $120
Dec-95 $211 $165
Dec-96 $379 $203
SOURCE: GEORGESON & COMPANY INC.

<CAPTION>
<S> <C>
Telephone Peer Group
Dec-91 $100
Dec-92 $110
Dec-93 $129
Dec-94 $123
Dec-95 $185
Dec-96 $189
SOURCE: GEORGESON & COMPANY INC.
</TABLE>

The Telephone Peer Group consists of ALLTEL Corp., Ameritech Corp., Bell
Atlantic Corp., BellSouth Corp., Frontier Corp., GTE Corp., NYNEX Corp., Pacific
Telesis Group, SBC Communications Inc., Southern New England Telecommunications
Corp., Sprint Corp., and U S West Inc.

SHAREHOLDER PROPOSALS

Shareholder proposals intended for inclusion in next year's Proxy Statement
should be sent to W. H. Zimmer III, Secretary, 201 East Fourth Street, P.O. Box
2301, Cincinnati, Ohio 45201, and must be received by November , 1997. Any
such proposal must comply with Rule 14a-8 promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

OTHER MATTERS TO COME BEFORE MEETING

At the time this Proxy Statement was released for printing on March ,
1997, the Company knew of no other matters which might be presented for action
at the meeting. If any other matters properly come before the meeting, it is
intended that the Common Shares represented by proxies will be voted with
respect thereto in accordance with the judgment of the persons voting them.

The costs of soliciting proxies will be borne by the Company. In addition to
this solicitation by mail, directors, officers and regular employees of the
Company may solicit proxies in person or by telephone, make additional requests
for the return of proxies and may receive proxies on behalf of the Company.
Brokers, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the

23
<PAGE>
beneficial owners of Common Shares and will be reimbursed for their expenses.
The Company also has retained Georgeson & Company Inc. to assist it in
connection with the solicitation at an estimated fee of $8,500 plus
reimbursement of out-of-pocket expenses.

FINANCIAL STATEMENTS AVAILABLE

Financial statements for the Company and its subsidiaries are included in
the Annual Report of the Company to shareholders for the year 1996. A copy of
the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission for the year 1996 will be furnished, without charge, on
request directed to W. H. Zimmer III, Secretary, 201 East Fourth Street, P.O.
Box 2301, Cincinnati, Ohio 45201.

<TABLE>
<S> <C>
By order of the Board of Directors
W. H. Zimmer III
Secretary
</TABLE>

March , 1997

24
<PAGE>
APPENDIX A

CINCINNATI BELL INC.
1997 LONG TERM INCENTIVE PLAN

1. PURPOSE.
The purpose of the Cincinnati Bell Inc. 1997 Long Term Incentive Plan (the
"Plan") is to further the long term growth of Cincinnati Bell Inc. (the
"Company") by offering competitive incentive compensation related to long term
performance goals to those employees of the Company and its subsidiaries who
will be largely responsible for planning and directing such growth. The Plan is
also intended as a means of reinforcing the commonality of interest between the
Company's shareholders and the employees who are participating in the Plan and
as an aid in attracting and retaining employees of outstanding abilities and
specialized skills. The Plan shall become effective on the date on which it is
approved by the shareholders of the Company (the "Effective Date").

2. ADMINISTRATION.
2.1 The Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board"). The Committee
shall consist of at least three members of the Board (a) who are neither
officers nor employees of the Company, (b) who are "disinterested persons"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and who are "outside directors" within the meaning of
section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the
"Code").

2.2 Subject to the limitations of the Plan, the Committee shall have the
sole and complete authority (a) to select from the salaried employees of the
Company and its subsidiaries those employees who shall participate in the Plan
("Participants"), (b) to make awards in such forms and amounts as it shall
determine and to cancel or suspend awards, (c) to impose such limitations,
restrictions and conditions upon awards as it shall deem appropriate, (d) to
interpret the Plan and to adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan and (e) to make all other
determinations and to take all other actions necessary or advisable for the
proper administration of the Plan. Determinations of fair market value under the
Plan shall be made in accordance with the methods and procedures established by
the Committee. The Committee's determinations on matters within its authority
shall be conclusive and binding on the Company and all other parties.

2.3 The Committee may delegate to one or more Senior Managers or to one or
more committees of Senior Managers the right to make awards to employees who are
not officers or directors of the Company.

3. TYPES OF AWARDS.
Awards under the Plan may be in any one or more of the following: (a) stock
options, including incentive stock options ("ISOs"), (b) stock appreciation
rights ("SARs"), in tandem with stock options or free-standing, (c) restricted
stock, (d) performance shares and performance units conditioned upon meeting
performance criteria and (e) other awards based in whole or in part by reference
to or otherwise based on Company Common Shares, $1.00 par value ("Common
Shares"), or other securities of the Company or any of its subsidiaries ("other
stock unit awards"). In connection with any award or any deferred award,
payments may also be made representing dividends or interest or other
equivalent. No awards shall be made under the Plan after ten years from the
Effective Date.

4. SHARES SUBJECT TO PLAN.
Subject to adjustment as provided in Section 13 below, two percent (2%) of
the Company's outstanding Common Shares as of the first day of each calendar
year during which the Plan is in effect shall be available for award under the
Plan in such year; provided, however, that for calendar year 1997, the number of
Common Shares available for award under the Plan shall be the sum of (a) one
percent (1%) of the Company's outstanding Common Shares as of January 1, 1997
plus (b) the number of Common Shares available for award under the Cincinnati
Bell Inc. 1988 Long Term Incentive Plan and the Cincinnati Bell Inc. 1989 Stock
Option Plan (the "Predecessor Plans") immediately prior to the Effective Date.
Common

25
<PAGE>
4. SHARES SUBJECT TO PLAN. (CONTINUED)
Shares available in any year which are not used for awards under the Plan shall
be available for award in subsequent years. Notwithstanding the foregoing,
subject to adjustment as provided in Section 13 below, the total number of
Common Shares available under the Plan for awards of ISOs shall not exceed
twenty-five percent (25%) of the total number of Common Shares available for all
awards over the ten year life of the Plan and the total number of Common Shares
available for awards under the Plan to any one Participant shall not exceed ten
percent (10%) of the total number of Common Shares available for all awards over
the ten year life of the Plan. In the future, if another company is acquired,
any Common Shares covered by or issued as result of the assumption or
substitution of outstanding grants of the acquired company shall not be deemed
issued under the Plan and shall not be subtracted from the Common Shares
available for grant under the Plan. The Common Shares deliverable under the Plan
may consist in whole or in part of authorized and unissued shares or treasury
shares. If any Common Shares subject to any award are forfeited, or the award is
terminated without issuance of Common Shares or other consideration, the Common
Shares subject to such awards shall again be available for grant pursuant to the
Plan.

5. STOCK OPTIONS.
All stock options granted under the Plan shall be subject to the following
terms and conditions:

5.1 The Committee may, from time to time, subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, grant
to any Participant options to purchase Common Shares, which options may be
options that comply with the requirements for incentive stock options set forth
in section 422 of the Code ("ISOs") or options which do not comply with such
requirements ("NSOs") or both. The grant of an option shall be evidenced by a
signed written agreement ("Stock Option Agreement") containing such terms and
conditions as the Committee may from time to time prescribe.

5.2 The purchase price per Common Share of options granted under the Plan
shall be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Shares on the date the option is granted.

5.3 Unless otherwise prescribed by the Committee in the Stock Option
Agreement, each option granted under the Plan shall be for a period of ten
years, shall be exercisable in whole or in part after the commencement of the
second year of its specified term and may therefore be exercised in whole or in
part before it terminates under the provisions of the Stock Option Agreement.
The Committee shall establish procedures governing the exercise of options and
shall require that written notice of exercise be given and that the option price
be paid in full in cash at the time of exercise. The Committee may permit a
Participant, in lieu of part or all of the cash payment, to make payment in
Common Shares or other property valued at fair market value on the date of
exercise, as partial or full payment of the option price. As soon as practicable
after receipt of each notice and full payment, the Company shall deliver to the
Participant a certificate or certificates representing the acquired Common
Shares.

5.4 Any ISO granted under the Plan shall be exercisable upon the date or
dates specified in the Stock Option Agreement, but not earlier than one year
after the date of grant of the ISO and not later than 10 years after the date of
grant of the ISO, provided that the aggregate fair market value, determined as
of the date of grant, of Common Shares for which ISOs are exercisable for the
first time during any calendar year as to any Participant shall not exceed the
maximum limitations in section 422A of the Code. Notwithstanding any other
previsions of the Plan to the contrary, no individual will be eligible for or
granted an ISO if, at the time the option is granted, that individual owns
(directly or indirectly, within the meaning of section 424(d) of the Code) stock
of the Company possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any of its subsidiaries.

6. STOCK APPRECIATION RIGHTS.

6.1 A SAR may be granted free-standing or in tandem with new options or
after the grant of a related option which is not an ISO. The SAR shall represent
the right to receive payment of a sum not to exceed the

26
<PAGE>
6. STOCK APPRECIATION RIGHTS. (CONTINUED)
amount, if any, by which the fair market value of the Common Shares on the date
of exercise of the SAR (or, if the Committee shall so determine in the case of
any SAR not related to an ISO, any time during a specified period before the
exercise date) exceeds the grant price of the SAR.

6.2 The grant price (which shall not be less than the fair market value of
the Common Shares on the date of the grant) and other terms of the SAR shall be
determined by the Committee.

6.3 Payment of the amount to which a Participant is entitled upon the
exercise of a SAR shall be made in cash, Common Shares or other property or in a
combination thereof, as the Committee shall determine. To the extent that
payment is made in Common Shares or other property, the Common Shares or other
property shall be valued at fair market value on the date of exercise of the
SAR.

6.4 Unless otherwise determined by the Committee, any related option shall
no longer be exercisable to the extent the SAR has been exercised and the
exercise of an option shall cancel the related SAR to the extent of such
exercise.

7. RESTRICTED STOCK.
Common Shares awarded as restricted stock may not be disposed of by the
recipient until certain restrictions established by the Committee lapse.
Recipients of restricted stock are not required to provide consideration other
than the rendering of services or the payment of any minimum amount required by
law, unless the Committee otherwise elects. The Participant shall have, with
respect to Common Shares awarded as restricted stock, all of the rights of a
shareholder of the Company, including the right to vote the Common Shares, and
the right to receive any cash dividends, unless the Committee shall otherwise
determine. Upon termination of employment during the restricted period, all
restricted stock shall be forfeited, subject to such exceptions, if any, as are
authorized by the Committee, as to termination of employment, retirement,
disability, death or special circumstances.

8. PERFORMANCE SHARES AND UNITS.
8.1 The Committee may award to any Participant Performance Shares and
Performance Units ("Performance Award"). Each Performance Share shall represent,
as the Committee shall determine, one Common Share or other security. Each
Performance Unit shall represent the right of a Participant to receive an amount
equal to the value determined in the manner established by the Committee at time
of award. Recipients of Performance Awards are not required to provide
consideration other than the rendering of service, unless the Committee
otherwise elects.

8.2 Each Performance Award under the Plan shall be evidenced by a signed
written agreement containing such terms and conditions as the Committee may
determine.

8.3 The performance period for each award of Performance Shares and
Performance Units shall be of such duration as the Committee shall establish at
the time of award ("Performance Period"). There may be more than one award in
existence at any one time, and Performance Periods may differ. The performance
criteria for each Performance Period shall be determined by the Committee.

8.4 The Committee may provide that amounts equivalent to dividends paid
shall be payable with respect to each Performance Share awarded, and that
amounts equivalent to interest at such rates as the Committee may determine
shall be payable with respect to amounts equivalent to dividends previously
credited to the Participant. The Committee may provide that amounts equivalent
to interest at such rates as the Committee may determine shall be payable with
respect to Performance Units.

8.5 Payments of Performance Shares and any related dividends, amounts
equivalent to dividends and amounts equivalent to interest may be made in a lump
sum or in installments, in cash, property or in a combination thereof, as the
Committee may determine. Payment of Performance Units and any related amounts
equivalent to interest may be made in a lump sum or in installments, in cash,
property or in a combination thereof, as the Committee may determine.

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9. OTHER STOCK UNIT AWARDS.
9.1 The Committee is authorized to grant to Participants, either alone or
in addition to other awards granted under the Plan, awards of Common Shares or
other securities of the Company or any subsidiary of the Company and other
awards that are valued in whole or in part by reference to, or are otherwise
based on, Common Shares or other securities of the Company or any subsidiary of
the Company ("other stock unit awards"). Other stock unit awards may be paid in
cash, Common Shares, other property or in a combination thereof, as the
Committee shall determine.

9.2 The Committee shall determine the Participants to whom other stock unit
awards are to be made, the times at which such awards are to be made, the number
of shares to be granted pursuant to such awards and all other conditions of such
awards. The provisions of other stock unit awards need not be the same with
respect to each recipient. The Participant shall not be permitted to sell,
assign, transfer, pledge, or otherwise encumber the Common Shares or other
securities prior to the later of the date on which the Common Shares or other
securities are issued, or the date on which any applicable restrictions,
performance or deferral period lapses. Common Shares (including securities
convertible into Common Shares) and other securities granted pursuant to other
stock unit awards may be issued for no cash consideration or for such minimum
consideration as may be required by applicable law. Common Shares (including
securities convertible into Common Shares) and other securities purchased
pursuant to purchase rights granted pursuant to other stock unit awards may be
purchased for such consideration as the Committee shall determine, which price
shall not be less than the fair market value of such Common Shares or other
securities on the date of grant, unless the Committee otherwise elects.

10. NONASSIGNABILITY OF AWARDS.
No award granted under the Plan shall be assigned, transferred, pledged or
otherwise encumbered by a Participant, otherwise than (a) by will, (b) by
designation of a beneficiary after death, (c) by the laws of descent and
distribution or (d) to the extent permitted by the Committee, by gift. Each
award shall be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative or, in the case of a gift permitted by the
Committee, by the recipient of the gift.

11. DEFERRALS OF AWARDS.
The Committee may permit Participants to defer the distribution of all or
part of any award in accordance with such terms and conditions as the Committee
shall establish.

12. PROVISIONS UPON CHANGE OF CONTROL.
In the event of a Change in Control occurring on or after the Effective
Date, the provisions of this Section 12 will supersede any conflicting
provisions of the Plan.

12.1 In the event of a Change in Control, all outstanding stock options and
SARs under Sections 5 and 6 of the Plan shall become exercisable in full and the
restrictions otherwise applicable to any common shares awarded as restricted
stock under Section 7 of the Plan shall lapse; further, unless the Committee
shall revoke such an entitlement prior to a Change in Control, any optionee who
is deemed by the Committee to be a statutory officer ("insider") for purposes of
Section 16 of the 1934 Act shall be entitled to receive in lieu of exercise of
any stock option, to the extent that it is then exercisable, a cash payment in
an amount equal to the difference between the aggregate price of such option, or
portion thereof, and (a) in the event of a tender offer or similar event, the
final offer price per share paid for Common Shares times the number of Common
Shares covered by the option or portion thereof, or (b) the aggregate value of
the Common Shares covered by the stock option.

In the event of a tender offer in which fewer than all Common Shares which
are validly tendered in compliance with such offer are purchased or exchanged,
then only that portion of the Common Shares covered by a stock option as results
from multiplying such Common Shares by a fraction, the numerator of which is the
number of Common Shares acquired pursuant to the offer and the denominator of
which is the

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<PAGE>
12. PROVISIONS UPON CHANGE OF CONTROL. (CONTINUED)
number of Common Shares tendered in compliance with such offer, shall be used to
determine the payment thereupon. To the extent that all or any portion of a
stock option shall be affected by this provision, all or such portion of the
stock option shall be terminated.

12.2 In the event of a Change in Control, a pro rata portion of all
outstanding awards under Sections 8 and 9 of the Plan, whether in the form of
Performance Shares or Units, shall be paid to each Participant within five
business days of such Change in Control. The pro rata portion of such awards to
be paid shall equal the full present value of each such award as of the first
day of the month in which such Change in Control occurs multiplied by a ratio,
the numerator of which shall equal the number of full and partial months
(including the month in which any Change in Control occurs) since the date of
the award and the denominator of which shall equal the number of months in the
applicable performance period.

12.3 For purposes of this Section 12, a "Change in Control" of the Company
means and shall be deemed to occur if:

(a) a tender shall be made and consummated for the ownership of 30% or
more of the outstanding voting securities of the Company;

(b) the Company shall be merged or consolidated with another corporation
and as a result of such merger or consolidation less than 75% of the
outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former
shareholders of the Company, other than affiliates (within the
meaning of the 1934 Act) of any party to such merger or
consolidation, as the same shall have existed immediately prior to
such merger or consolidation;

(c) the Company shall sell substantially all of its assets to another
corporation which is not a wholly owned subsidiary;

(d) a person, within the meaning of Section 3(a)(9) or of Section
13(d)(3) of the 1934 Act, shall acquire 20% or more of the
outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record), or a person, within the
meaning of Section 3(a)(9) or Section 13(d)(3) of the 1934 Act,
controls in any manner the election of a majority of the directors of
the Company; or

(e) within any period of two consecutive years commencing on or after the
effective date of the Plan, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at
least a majority thereof, unless the election of each director who
was not a director at the beginning of such period has been approved
in advance by directors representing at least two-thirds of the
directors then in office who were directors at the beginning of the
period. For purposes hereof, ownership of voting securities shall
take into account and shall include ownership as determined by
applying the provisions of Rule 13d-3(d)(1)(i) pursuant to the 1934
Act.

12.4 In the event of a Change in Control, the provisions of this Section 12
may not be amended on or subsequent to the Change in Control in any manner
whatsoever which would be adverse to one or more Participants without the
consent of each Participant who would be so affected; provided, however, the
Board may make minor or administrative changes to this Section 12 or changes to
conform to applicable legal requirements.

13. ADJUSTMENTS.
13.1 In the event of any change affecting the Common Shares by reason of
any stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends, the Committee
shall make such substitution or adjustment in the aggregate number or class of
shares which may be distributed

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<PAGE>
13. ADJUSTMENTS. (CONTINUED)
under the Plan and in the number, class and option price or other price of
shares subject to the outstanding awards granted under the Plan as it deems to
be appropriate in order to maintain the purpose of the original grant.

13.2 The Committee shall be authorized to make adjustments in performance
award criteria or in the terms and conditions of other awards in recognition of
unusual or non-recurring events affecting the Company or its financial
statements or changes in applicable laws, regulations or accounting principles.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any award in the manner and to the extent it shall
deem desirable to carry it into effect.

14. BOARD OF DIRECTORS.
Notwithstanding any other provisions hereof to the contrary, the Board may
assume responsibilities otherwise assigned to the Committee and may amend, alter
or discontinue the Plan or any portion thereof at any time, provided that no
such action shall impair the rights of a Participant without the Participant's
consent and provided that no amendment shall be made without shareholder
approval which shall (a) increase the total number of shares reserved for
issuance pursuant to the Plan; (b) change the class of eligible Participants; or
(c) materially increase the benefits under the Plan.

15. WITHHOLDING.
To the extent required by applicable federal, state, local or foreign law,
the recipient of an award under the Plan shall make arrangements satisfactory to
the Company for the satisfaction of any withholding obligations that arise in
connection with the award and the Company shall have the right to withhold from
any cash award the amount necessary, or retain from any award in the form of
Common Shares a sufficient number of Common Shares, to satisfy the applicable
withholding tax obligation. Unless otherwise provided in the applicable award
agreement, a Participant may satisfy any tax withholding obligation by any of
the following means or any combination thereof: (a) by a cash payment to the
Company, (b) by delivering to the Company Common Shares owned by the Participant
or (c) with the consent of the Committee, by authorizing the Company to retain a
portion of the Common Shares otherwise issuable to the Participant pursuant to
the exercise or vesting of the award.

16. PREDECESSOR PLANS.
The Plan is intended to supersede the Predecessor Plans for all awards made
after the Effective Date. Awards under the Predecessor Plans which are
outstanding on the Effective Date will not be affected by the Plan, provided
that the Committee, in its discretion, may permit transfers by gift of options
granted under the Predecessor Plans, subject to such terms and conditions as the
Committee may prescribe.

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APPENDIX B

CINCINNATI BELL INC.
1997 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS

1. PURPOSE.
The 1997 Stock Option Plan for Non-Employee Directors (the "Plan") is
intended to attract and retain the services of experienced and knowledgeable
independent directors of Cincinnati Bell Inc. (the "Company") for the benefit of
the Company and its shareholders and to provide additional incentive for such
directors to continue to work for the best interest of the Company and its
shareholders.

2. SHARES SUBJECT TO THE PLAN.
There are reserved for issuance upon the exercise of options granted under
the Plan 300,000 Common Shares $1.00 par value, of the Company (the "Common
Shares"). Such Common Shares may be authorized and unissued Common Shares or
previously outstanding Common Shares then held in the Company's treasury. If any
option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the Common Shares subject thereto shall again be
available for the purposes of issuance upon the exercise of options granted
under the Plan.

3. ADMINISTRATION.
The Plan shall be administered by the Board of Directors of the Company (the
"Board"). Subject to the express provisions of the Plan, the Board shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, to determine the terms and provisions of the option
grants and agreements (which shall comply with and be subject to the terms and
conditions of the Plan) and to make all other determinations necessary or
advisable for the administration of the Plan. The Board's determination of the
matters referred to in this Paragraph 3 shall be conclusive.

4. ELIGIBILITY.
For purposes of the Plan, "Outside Director" means a member of the Board who
is not an employee of the Company or a subsidiary of the Company. Each
individual who first becomes an Outside Director on or after the effective date
of the Plan shall automatically be granted an option to purchase 6,000 Common
Shares on the first day of such individual's first term of office as an Outside
Director. On the date of each annual meeting of the shareholders of the Company
subsequent to the effective date of the Plan, each Outside Director who first
became an Outside Director prior to such annual meeting and who will continue to
serve as an Outside Director after such annual meeting shall automatically be
granted an option to purchase 2,000 Common Shares.

Only non-statutory stock options shall be granted under the Plan.

5. OPTION GRANTS.
(a) The purchase price of the Common Shares under each option granted under
the Plan shall be 100% of the Fair Market Value of the Common Shares on the date
such option is granted. For purposes of the Plan, "Fair Market Value" shall be
taken as the average (rounded to the next highest cent in the case of fractions
of a cent) of the high and low sales prices of the Common Shares on the
composite tape on the specified date or, if no Common Shares are traded on the
specified date, on the next preceding date on which Common Shares are traded.

(b) All options shall be exercisable on the date of grant. The term of each
option shall be ten years from the date of grant, or such shorter period as is
prescribed in Paragraphs 5(d) and 5(e). Except as provided in Paragraphs 5(c),
5(d) and 5(e), no option may be exercised at any time unless the holder is then
a director of the Company.

Upon exercise, the option price is to be paid in full in cash or, at the
discretion of the Board, in Common Shares owned by the optionee having a Fair
Market Value on the date of exercise equal to the

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<PAGE>
5. OPTION GRANTS. (CONTINUED)
aggregate option price or, at the discretion of the Board, in a combination of
cash and Common Shares. Upon exercise of an option, the Company shall have the
right to retain or sell without notice sufficient Common Shares to cover
government withholding taxes or deductions, if any, as described in Paragraph 9.

(c) For purposes of the Plan, "Retirement" means retirement from the Board
either (i) after attaining age 68 or (ii) with the permission of the Board. In
the event that an optionee shall cease to be a director because of Retirement,
the optionee may exercise the option at any time during the remaining term of
the option

(d) In the event that an optionee shall cease to be a director of the
Company, other than by reason of Retirement or death, the optionee may exercise
the option during the six-month period following such termination, but not after
the expiration of the option. In the event that the option is not exercised
during the six-month period following termination, it shall expire at the end of
such six-month period.

(e) In the event of the death of a director to whom an option has been
granted under the Plan, the option theretofore granted to the optionee may be
exercised by a legatee or legatees of the optionee under the optionee's last
will or by the optionee's personal representative or distributees at any time
during the remaining term of the option.

In the event that an optionee ceases to be a director other than by reason
of Retirement and dies during the six-month period following such termination of
service as a director, the option may be exercised by a legatee or legatees of
the optionee under the optionee's last will, or by the optionee's personal
representatives or distributees, at any time within a period of one year after
the optionee's death, but not after expiration of the option. In the event the
option is not exercised during the one-year period after the optionee's death,
it shall expire at the end of such one-year period.

In the event that an optionee dies following Retirement, the option
theretofore granted to the optionee may be exercised by the legatee or legatees
of the optionee under the optionee's last will, or by the optionee's personal
representatives or distributees, at any time during the remaining term of the
option.

(f) Nothing in the Plan or in any option granted pursuant to the Plan shall
confer on any individual any right to continue as a director of the Company.

6. TRANSFERABILITY AND SHAREHOLDER RIGHTS OF HOLDERS OF OPTIONS.
No option granted under the Plan shall be transferable otherwise than by
will or by the laws of descent and distribution, and an option may be exercised,
during the lifetime of an optionee, only by the optionee. An optionee shall have
none of the rights of a shareholder of the Company until the option has been
exercised and the Common Shares subject to the option have been registered in
the name of the optionee on the transfer books of the Company. Notwithstanding
the foregoing, the Board, in its discretion, may permit transfers of options by
gift or otherwise, subject to such terms and conditions an the Board may
prescribe.

7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
Notwithstanding any other provisions of the Plan, the number and class of
shares subject to the options and the option prices of options covered thereby
shall be proportionately adjusted in the event of changes in the outstanding
Common Shares by reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of shares, split-ups,
split-offs, spin-offs, liquidations or other similar changes in capitalization,
or any distribution to common shareholders other than cash dividends and, in the
event of any such change in the outstanding Common Shares, the aggregate number
and class of shares available under the Plan and the number of shares as to
which options may be granted shall be appropriately adjusted by the Board.

8. AMENDMENT AND TERMINATION.
Unless the Plan shall theretofore have been terminated as hereinafter
provided, the Plan shall terminate on, and no awards of options shall be made
after, the tenth anniversary of the effective date of the Plan; provided,
however, that such termination shall have no effect on options granted prior
thereto.

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<PAGE>
8. AMENDMENT AND TERMINATION. (CONTINUED)
The Plan may be terminated, modified or amended by the shareholders of the
Company. The Board may also terminate the Plan or modify or amend the Plan in
such respects as it shall deem advisable in order to conform to any change in
any law or regulation applicable thereto, or in other respects which shall not
change (i) the total number of Common Shares as to which options may be granted,
(ii) the class of persons eligible to receive options under the Plan, (iii) the
manner of determining the option prices, (iv) the period during which options
may be granted or exercised or (v) the provisions relating to the administration
of the Plan by the Board.

9. WITHHOLDING.
Upon the issuance of Common Shares as a result of the exercise of an option,
the Company shall have the right to retain or sell without notice sufficient
Common Shares to cover the amount of any tax required by any government to be
withheld or otherwise deducted and paid with respect to such Common Shares being
issued, remitting any balance to the optionee; provided, however, that the
optionee shall have the right to provide the Company with the funds to enable it
to pay such tax.

10. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective on the day following the date the Plan is
approved by the vote of the holders of a majority of the outstanding Common
Shares at a meeting of the shareholders. The Board may in its discretion
authorize the granting of options which shall be expressly subject to the
conditions that (i) the Common Shares reserved for issue under the Plan shall
have been duly listed, upon official notice of issuance, upon each stock
exchange in the United States upon which the Common Shares are traded and (ii) a
registration statement under the Securities Act of 1933 with respect to such
shares shall have become effective.

11. PREDECESSOR PLAN.
The Plan is intended to supersede the Cincinnati Bell Inc. 1988 Stock Option
Plan for Non-Employee Directors (the "1988 Plan") for all options granted on or
after the effective date of the Plan. Options granted under the 1988 Plan which
are outstanding on the effective date of the Plan will not be affected by the
Plan, provided that the Board, in its discretion, may permit transfers by gift
or otherwise of options granted under the 1988 Plan, subject to such terms and
conditions as the Board may prescribe.

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<PAGE>
APPENDIX C

FOURTH: The number of shares that the corporation is authorized to have
outstanding is 240,000,000 common shares, $1.00 par value (classified as "Common
Shares"), 4,000,000 voting preferred shares without par value (classified as
"Voting Preferred Shares") and 1,000,000 non-voting preferred shares without par
value (classified as "Non-Voting Preferred Shares"). The preferred shares of
both classes are collectively referred to herein as "Preferred Shares". The
express terms of the shares of each of such classes are as follows:
* * *
- ------------------------
The remaining provisions of the presently existing Article FOURTH remain
unchanged.

[LOGOS]

PRINTED ON RECYCLED PAPER

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CINCINNATI BELL INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder appoints John T. LaMacclia, Robert P. Hummel, M.D.
and James D. Kiggen as proxies to vote all shares of the undersigned in
Cincinnati Bell Inc. at the annual meeting of its shareholders to be held on
Monday, April 28, 1997, and at any adjournment thereof, upon matters listed
on the other side and, in their discretion, upon such other matters as may
properly come before the meeting.

Election of Directors Nominees: John F. Barrett, Charles S. Mechem, Jr.,
James F. Orr and David B. Sharrock

You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this Card.

For Withheld
1. Election of Directors
(see reverse)

For Withheld Abstain
2. To approve the Cincinnati Bell Inc.
1997 Long Term Incentive Plan.
For Withheld Abstain
3. To approve the Cincinnati Bell Inc.
1997 Stock Option Plan for Non-Employee
Directors.
For Withheld Abstain
4. To amend Article FOURTH of the Amended
Articles of Incorporation to increase
the authorized number of Common Shares.

For Withheld Abstain
5. Ratification of appointment of Coopers &
Lybrand L.L.P. as independent accountants.

6. In their discretion, upon such other
matters as may properly come before the
meeting.

Signature(s) ______________________________Date_______________