CINCINNATI BELL INC /OH/, S-8, 1997-10-24

CINCINNATI BELL INC /OH/
S-8, 1997-10-24
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<PAGE>

As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. 333-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------

CINCINNATI BELL INC.
(Exact name of registrant as specified in its charter)

Ohio 31-1056105
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-9900
(Address, including zip code, of registrant's principal executive office)

---------------------------------
CBIS RETIREMENT AND SAVINGS PLAN
(Full title of the plan)

---------------------------------
William H. Zimmer III
Secretary and Treasurer
201 East Fourth Street
Cincinnati, Ohio 45202
(513) 397-9900
(Name, address including zip code, and telephone number including
area code, of agent for service)

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

Please send copies of all communications to:

Neil Ganulin, Esq.
Frost & Jacobs LLP
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
Title of Additional Proposed Maximum Proposed Maximum Amount of
Securities Amount Offering Price Aggregate Offering Additional
to be Registered to be Registered per Share(1) Price Registration Fee
- ----------------------------------------------------------------------------------------------------
Common Shares,
Par value $1.00
per share(2) 4,000,000 shares $ 28.652 $ 114,500,000 $ 34,696.97
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
upon the average of the high and low prices per share on the New York Stock
Exchange on October 20, 1997, solely for the purpose of calculation
of the registration fee.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by Cincinnati Bell Inc. (the
"Company") with the Commission (File No. 1-8519) and are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996.

2. The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1997.

3. The Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997.

4. The Company's Annual Report on Form 11-K for the CBIS Retirement and
Savings Plan for the year ended December 31, 1996.

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently
Filed Documents"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part of this Registration
Statement from the date of filing such documents.

Any statement contained in this Registration Statement or in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any Subsequently Filed Document modifies
or supersedes such statement. Any such modified or superseded statement shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

The Company will provide without charge, upon written or oral request, to
each person to whom a copy of this Registration Statement is delivered, a copy
of any or all of the documents incorporated by reference herein, not including
exhibits to such documents. Requests for such copies should be directed to the
Secretary, Cincinnati Bell Inc., 201 East Fourth Street, Cincinnati, Ohio 45202,
telephone number (513) 397-7700.

ITEM 4. DESCRIPTION OF CAPITAL STOCK

The following is a summary description of the capital stock of the Company
and is qualified by reference to the Company's Amended Articles of Incorporation
(the "Articles") as filed with the Securities and Exchange Commission (see
Exhibit 3.1 to this Registration Statement).

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<PAGE>

The authorized capital stock of the Company consists of 480,000,000 common
shares, par value $1.00 per share (the "Common Shares"), and 5,000,000 preferred
shares, without par value (the "Preferred Shares"), of which 4,000,000 are
voting preferred shares (the "Voting Preferred Shares"). At September 30,
1997, 135,936,581 Common Shares were outstanding. There are currently no
Preferred Shares outstanding.

All Common Shares of the Company are entitled to participate equally in
such dividends as may be declared by the Board of Directors of the Company and
upon liquidation of the Company, subject to the prior rights of any Preferred
Shares. All Common Shares are fully paid and nonassessable.

Each shareholder has one vote for each Common Share registered in the
shareholder's name. The Board of Directors is divided into three classes as
nearly equal in size as the total number of directors constituting the Board
permits. The number of directors may be fixed or changed from time to time by
the shareholders or the directors.

The Board of Directors is authorized to issue the Preferred Shares from
time to time in series and to fix the dividend rate and dividend dates,
liquidation price, redemption rights and redemption prices, sinking fund
requirements, conversion rights, restrictions, if any, on the creation of
indebtedness and on the issuance of such Preferred Shares, and certain other
rights, preferences and limitations. Each series of Preferred Shares would
rank, with respect to dividends and redemption and liquidation rights, senior to
the Common Shares. It is not possible to state the actual effect of the
authorization of any series of Preferred Shares upon the rights of holders of
the Common Shares until the Board of Directors determines the rights of the
holders of one or more series of Preferred Shares. However, such effects could
include (a) restrictions on dividends on the Common Shares, (b) dilution of the
voting power of the Common Shares to the extent that the Voting Preferred Shares
have voting rights or (c) inability of the Common Shares to share in the
Company's assets upon liquidation until satisfaction of any liquidation
preference granted to the Preferred Shares.

No holders of shares of any class of the Company's capital stock have
pre-emptive rights nor the right to exercise cumulative voting in the election
of directors.

The transfer agent and registrar of the Common Shares is The Fifth Third
Bank, Corporate Trust Services, 38 Fountain Square Plaza, Cincinnati, Ohio
45236.

CHANGE IN CONTROL

The following provisions of the Company's Articles and Ohio law might have
the effect of delaying, deferring or preventing a change in control of the
Company and would operate only with respect to an extraordinary corporate
transaction, such as a merger, reorganization, tender offer, sale or transfer of
assets or liquidation involving the Company and certain persons described below.

Ohio law provides that the approval of two-thirds of the voting power of a
corporation is required to effect mergers and similar transactions, to adopt
amendments to the articles of

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<PAGE>

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 Articles do not contain such a provision.
The two-thirds voting requirement tends to make approval of such matters,
including further amendments to the Articles, relatively difficult and a vote of
the holders of in excess of one-third of the outstanding Common Shares of the
Company would be sufficient to prevent implementation of any of the corporate
actions mentioned above. In addition, Article Fifth classifies the Board of
Directors into three classes of directors with staggered terms of office and the
Company's Amended Regulations provide certain limitations on the removal from
and filling of vacancies in the office of director.

Article Sixth of the Articles requires that certain minimum price
requirements and procedural safeguards be observed by a person or entity after
he or it becomes the holder of 10% or more of the voting shares of the Company
if such person or entity seeks to effect mergers or certain other business
combinations ("Business Combinations") that could fundamentally change or
eliminate the interests of the remaining shareholders. If such requirements and
procedures are not complied with, or if the proposed Business Combination is not
approved by at least a majority of the members of the Board of Directors who are
unaffiliated with the new controlling person or entity (taking into account
certain special quorum requirements), the proposed Business Combination must be
approved by the holders of 80% of the outstanding Common Shares and outstanding
Voting Preferred Shares of the Company (collectively, "Voting Shares"), voting
together as a class, notwithstanding any other class vote required by law or by
the Articles. In the event the price criteria and procedural requirements are
met or the requisite approval by such unaffiliated directors (taking into
account certain special quorum requirements) is given with respect to a
particular Business Combination, the normal voting requirements of Ohio law
would apply.

In addition, Article Sixth of the Articles provides that the affirmative
vote of the holders of 80% of the Voting Shares, voting as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with,
Article Sixth. An 80% vote is not required to amend or repeal, or adopt a
provision inconsistent with, Article Sixth if the Board of Directors has
recommended such amendment or other change and if, as of the record date for the
determination of shareholders entitled to vote thereon, no person is known by
the Board of Directors to be the beneficial owner of 10% or more of the Voting
Shares, in which event the affirmative vote of the holders of two-thirds of the
Voting Shares, voting as a single class, shall be required to amend or repeal,
or adopt a provision inconsistent with, Article Sixth.

Ohio, the state of the Company's incorporation, has enacted Ohio Revised
Code Section 1701.831, a "control share acquisition" statute, and Chapter 1704,
a "merger moratorium" statute. The control share acquisition statute basically
provides that any person acquiring shares of an "issuing public corporation"
(which definition the Company meets) in any of the following three ownership
ranges must seek and obtain shareholder approval of the acquisition transaction
that first puts such ownership within each such range: (i) more than 20% but
less than 33 1/3%; (ii) 33 1/3% but not more than 50%; and (iii) more than 50%.

II-3
<PAGE>

The merger moratorium statute provides that, unless a corporation's
articles of incorporation or regulations otherwise provide, an "issuing public
corporation" (which definition the Company meets) may not engage in a "Chapter
1704 transaction" for three years following the date on which a person acquires
more than 10% of the voting power in the election of directors of the issuing
corporation, unless the "Chapter 1704 transaction" is approved by the
corporation's board of directors prior to such voting power acquisition. A
person who acquires such voting power is an "interested shareholder", and
"Chapter 1704 transactions" involve a broad range of transactions, including
mergers, consolidations, combination, liquidations, recapitalization and other
transactions between an "issuing public corporation" and an "interested
shareholder" if such transactions involve 5% of the assets or shares of the
"issuing public corporation" or 10% of its earning power. After the initial
three year moratorium, Chapter 1704 prohibits such transactions absent approval
by disinterested shareholders or the transaction meeting certain statutorily
defined fair price provisions.

Ohio has also enacted a "greenmailer disgorgement" statute which provides
that a person who announces a control bid must disgorge profits realized by that
person upon the sale of any equity securities within 18 months of the
announcement.

In addition, Ohio has a "control bid" statute that provides for the
dissemination of certain information and the possibility of a hearing concerning
compliance with law in connection with a proposed acquisition of more than 10%
of any class of equity securities of a corporation, such as the Company, that
has significant contacts with Ohio.

On March 3, 1997, the Board of Directors of the Company declared a dividend
distribution of one right ("Right") on each of the Company's outstanding Common
Shares to holders of record of the Common Shares at the close of business on May
2, 1997 (the "Record Date"). One Right also will be distributed for each Common
Share issued after May 2, 1997, until the Distribution Date (which is described
in the next paragraph). Each Right entitles the registered holder to purchase
from the Company a unit ("Unit") consisting of one one-hundredth of a Series A
Preferred Share of the Company (the "Preferred Shares") at a purchase price of
$125.00 per Unit, subject to adjustment (the "Purchase Price"). The terms of
the Rights are more fully described in a Form 8-A for Registration of Certain
Classes of Securities Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934, which has previously been filed with the Securities and
Exchange Commission and is incorporated by reference herein. See Exhibit 4.1 to
this Registration Statement.

Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Shares and the
"Distribution Date" will occur upon the earlier of (a) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Shares
or (b) 10 business days following the commencement of a tender offer or exchange
offer that would if consummated result in a person or group beneficially owning
15% or more of the outstanding Common Shares.

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<PAGE>

The Rights are not exercisable until the Distribution Date and will expire
at the close of business on May 2, 2007, unless earlier redeemed by the Company
as described below.

After the Distribution Date, the separate Rights Certificates alone will
represent the Rights. Except for certain issuances in connection with
outstanding options and convertible securities and as otherwise determined by
the Board of Directors, only Common Shares issued prior to the Distribution Date
will be issued with Rights.

If a person becomes the beneficial owner of 15% or more of the Common
Shares ("Flip-In Event"), each holder of a Right will have the right to receive,
upon exercise, Common Shares having a value equal to two times the Purchase
Price of the Right. Moreover, the Rights will not be exercisable until the
Rights are no longer redeemable as described below. The Acquiring Person would
not be permitted to exercise any Rights and any Rights held by such person (or
certain transferees of such person) will be null and void and non-transferable.

If, following the Distribution Date, the Company is acquired in certain
specified mergers or other business combinations (i.e., the Company does not
survive or its Common Shares are changed or exchanged), or 50% or more of its
assets or earning power (on a consolidated basis) is sold or transferred in one
transaction or a series of related transactions ("Flip-Over Events"), each Right
becomes a Right to acquire common stock of the other party to the transaction
(or its ultimate parent in certain circumstances) having a value equal to two
times the Purchase Price. As an enforcement mechanism, the Rights Agreement
prohibits the Company from entering into any such transaction unless the other
party agrees to comply with the provisions of the Rights.

In general, the Company may redeem the Rights in whole, but not in part,
at a price of $0.005 per Right, at any time prior to a Flip-In Event.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.005 redemption price.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

The issuance of the Rights may have certain anti-takeover effects and
possible disadvantages. The Rights will cause substantial dilution to a person
or group who attempts to acquire the Company or a significant Common Share
ownership interest without conditioning the offer on the Rights being redeemed
or a substantial number of Rights being acquired. Accordingly, an Acquiring
Person might decide not to acquire the Company or such an interest, although
individual shareholders may view such an acquisition favorably. In addition, to
the extent that issuance of the Rights discourages takeovers that would result
in a change in the Company's management or Board of Directors, such a change
will be less likely to occur. The Board of Directors believes, however, that
the advantages of discouraging potentially discriminatory and abusive takeover
practices outweigh any potential disadvantages of the Rights. The Rights should
not interfere with any merger or other Business Combination approved by the
Board of Directors. The Rights are designed to protect shareholders against
unsolicited attempts to acquire control of the Company, whether through
accumulation of

II-5
<PAGE>

Common Shares in the open market or partial or two-tier tender offers, that do
not offer a fair price to all shareholders.

ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

There are no provisions in the Company's Amended Articles of Incorporation
by which an officer or director may be indemnified against any liability which
he or she may incur in his or her capacity as such. However, the Company has
indemnification provisions in its Amended Regulations which provide the Company
will, to the full extent permitted by Ohio law, indemnify all persons whom it
may indemnify thereto.

Reference is made to Section 1701.13(E) of the Ohio Revised Code which
provides for indemnification of directors and officers in certain circumstances.

The foregoing references are necessarily subject to the complete text of
the Amended Regulations and the statute referred to above and are qualified in
their entirety by reference thereto.

The Company provides liability insurance for its directors and officers for
certain losses arising from certain claims and charges, including claims and
charges under the Securities Act of 1933, which may be made against such persons
while acting in their capacities as directors and officers of the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits filed as part of this Registration Statement are described in
the Exhibit Index included in this filing.

II-6
<PAGE>

ITEM 9. UNDERTAKINGS.

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales of the
securities registered hereunder are being made, a post-effective
amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in the registration statement;

provided; however, that this undertaking will only apply to the
extent that the information in clauses (i) - (ii) hereof is not
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.

(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered

II-7
<PAGE>

therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issues.

(4) The undersigned registrant hereby undertakes to submit or has
submitted the plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the plan.

INCORPORATION BY REFERENCE OF CONTENTS OF EARLIER REGISTRATION STATEMENT

Pursuant to Instruction E to Form S-8, the registrant hereby incorporates
by reference, to the extent not superseded or modified by the contents of this
Registration Statement, the contents of the registrant's Registration Statement
on Form S-8 for the CBIS Retirement and Savings Plan (File No. 33-43775) filed
on November 5, 1988.

II-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati and State of Ohio, on the 24th day of
October, 1997.

CINCINNATI BELL INC.

By: /s/ Brian C. Henry
------------------------------
Brian C. Henry
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Principal Executive Officer: Principal Accounting and Financial
Officer:

/s/ John T. LaMacchia /s/ Brian C. Henry
- ------------------------------------- ----------------------------------
John T. LaMacchia Brian C. Henry
President and Chief Executive Officer Executive Vice President and
Chief Financial Officer
October 24, 1997

October 24, 1997

Directors:

John F. Barrett
Judith G. Boynton
Phillip R. Cox
William A Friedlander By: /s/ Brian C. Henry
Roger L. Howe ---------------------------------
Robert P. Hummel, M.D. Brian C. Henry as attorney in fact
James D. Kiggen for each Director and on his own
John T. LaMacchia behalf as Principal Accounting and
Charles S. Mechem, Jr. Financial Officer
Mary D. Nelson
James F. Orr October 24, 1997
Brian H. Rowe
David B. Sharrock

II-9
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the trustees of
the plan (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on October 22, 1997.

CBIS RETIREMENT AND SAVINGS PLAN

By: CINCINNATI BELL INFORMATION
SYSTEMS INC.

By: /s/ Robert T. Enos
-------------------------

II-10
<PAGE>

EXHIBIT INDEX

Exhibit Description Page

3.1 The Company's Amended Articles of Incorporation are hereby
incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-8 for the Cincinnati Bell Inc. 1997 Long
Term Incentive Plan filed on June 3, 1997 (File No.
333-28381)

3.2 The Company's Amended Regulations are hereby incorporated by
reference to Exhibit 3.2 to the Registration Statement on
Form S-8 for the Cincinnati Bell Inc. 1997 Long Term
Incentive Plan filed on June 3, 1997 (File No. 333-28381)

4.1 The Company's Rights Agreement is hereby incorporated by
reference to Exhibit 4.1 to the Registration Statement on
Form 8A filed on May 1, 1997 (File No. 04-08519)

5 Opinion of Frost & Jacobs LLP

23.1 Consent of Frost & Jacobs LLP (contained in Exhibit 5)

23.2 Consent of Coopers & Lybrand L.L.P.

24 Powers of Attorney

99 CBIS Retirement and Savings Plan

II-11

<PAGE>

[LETTERHEAD]

Exhibit 5

October 21, 1997

Cincinnati Bell Inc.
201 East Fourth Street
Cincinnati, Ohio 45202

Re: Cincinnati Bell Inc. Form S-8 Registration Statement
CBIS Retirement and Savings Plan
--------------------------------------------

Gentlemen:

We are counsel for Cincinnati Bell Inc., an Ohio corporation (the
"Company"), which is named as the registrant in the Registration Statement on
Form S-8 which is being filed on or about October 22, 1997 with the Securities
and Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended (the "Act"), 4,000,000 additional common
shares, par value $1.00 per share (the "Common Shares"), of the Company offered
pursuant to the CBIS Retirement and Savings Plan (the "Plan").

As counsel for the Company, we have participated in the preparation of the
Registration Statement. In addition, we are generally familiar with the records
and proceedings of the Company. Furthermore, we have examined and relied on the
originals or copies, certified or otherwise identified to our satisfaction, of
corporate records or documents of the Company and such representations of
officers of the Company as we have deemed appropriate.

With respect to the additional Common Shares registered pursuant to such
Registration Statement as filed and as it may be amended, it is our opinion that
the additional Common Shares when issued and paid for pursuant to the Plan will
be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission.

Very truly yours,

/s/ Frost & Jacobs LLP

<PAGE>
EXHIBIT 23.2
TO FORM S-8

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-8 of our
report dated February 14, 1997 on our audits of the consolidated financial
statements of Cincinnati Bell Inc. and subsidiaries.

/s/ Coopers & Lybrand L.L.P.

Cincinnati, Ohio
October 20, 1997

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, CINCINNATI BELL INC., an Ohio corporation (hereinafter referred
to as the "Company"), proposes shortly to file with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933, as
amended, and the Rules and Regulations thereunder, a registration statement
for the CBIS Retirement and Savings Plan on Form S-8; and

WHEREAS, the undersigned is a director of the Company;

NOW, THEREFORE, the undersigned hereby constitutes and appoints John T.
LaMacchia, Brian C. Henry, William H. Zimmer III and William D. Baskett III,
and each of them singly, his attorneys for him and in his name, place and
stead, and in his office and capacity in the Company, to execute and file
such registration statement on Form S-8, and thereafter to execute and file
any amendments or supplements thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ JOHN F. BARRETT
---------------------------
John F. Barrett
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
John F. Barrett, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ JUDITH G. BOYNTON
---------------------------
Judith G. Boynton
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Judith G. Boynton, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ PHILLIP R. COX
---------------------------
Phillip R. Cox
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Phillip R. Cox, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ WILLIAM A. FRIEDLANDER
---------------------------
William A. Friedlander
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
William A. Friedlander, to me known and known to me to be the person
described in and who executed the foregoing instrument, and he duly
acknowledged to me that he executed and delivered the same for the purposes
therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ ROGER L. HOWE
---------------------------
Roger L. Howe
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Roger L. Howe, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ ROBERT P. HUMMEL
---------------------------
Robert P. Hummel
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Robert P. Hummel, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ JAMES D. KIGGEN
---------------------------
James D. Kiggen
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
James D. Kiggen, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ JOHN T. LAMACCHIA
---------------------------
John T. LaMacchia
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
John T. LaMacchia, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ CHARLES S. MECHEM, JR.
---------------------------
Charles S. Mechem, Jr.
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Charles S. Mechem, Jr., to me known and known to me to be the person described
in and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ MARY D. NELSON
---------------------------
Mary D. Nelson
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Mary D. Nelson, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ JAMES F. ORR
---------------------------
James F. Orr
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
James F. Orr, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ BRIAN H. ROWE
---------------------------
Brian H. Rowe
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
Brian H. Rowe, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, the undersigned is a director of the Company;

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of September, 1997.

/s/ David B. Sharrock
---------------------------
David B. Sharrock
Director

STATE OF OHIO )
)SS:
COUNTY OF HAMILTON )

On the 15th day of September, 1997, personally appeared before me
David B. Sharrock, to me known and known to me to be the person described in
and who executed the foregoing instrument, and he duly acknowledged to me
that he executed and delivered the same for the purposes therein expressed.

Witness my hand and official seal this 15th day of September, 1997.

/s/ MARY JANET EDWARDS
---------------------------
Notary Public

MARY JANET EDWARDS
Notary Public, State of Ohio
My Commission Expires Feb. 11, 2002

<PAGE>
Exhibit 99

CBIS RETIREMENT AND SAVINGS PLAN
(As amended and restated effective January 1, 1997)

<PAGE>

TABLE OF CONTENTS

CBIS RETIREMENT AND SAVINGS PLAN
PAGE

SECTION 1 - NAME AND PURPOSE OF PLAN
1.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2 - GENERAL DEFINITIONS; GENDER AND NUMBER . . . . . . . . . . 1
2.1 General Definitions . . . . . . . . . . . . . . . . . . . . . 1
2.1.1 "Affiliated Employer" . . . . . . . . . . . . . . . 1
2.1.2 "Approved Absence". . . . . . . . . . . . . . . . . 1
2.1.3 "Auxco Account" . . . . . . . . . . . . . . . . . . 2
2.1.4 "Beneficiary" . . . . . . . . . . . . . . . . . . . 2
2.1.5 "CBIS". . . . . . . . . . . . . . . . . . . . . . . 2
2.1.6 "CBIS Federal Account" . . . . . . . . . . . . . . 2
2.1.7 "CBIS Federal Plan" . . . . . . . . . . . . . . . . 2
2.1.8 "Cincinnati Bell Shares" . . . . . . . . . . . . . 2
2.1.9 "Committee" . . . . . . . . . . . . . . . . . . . . 2
2.1.10 "Company" . . . . . . . . . . . . . . . . . . . . . 2
2.1.11 "Covered Compensation". . . . . . . . . . . . . . . 2
2.1.12 "Covered Employee". . . . . . . . . . . . . . . . . 3
2.1.13 "Employee". . . . . . . . . . . . . . . . . . . . . 3
2.1.14 "Employer Contribution Account" . . . . . . . . . . 3
2.1.15 "Entry Date". . . . . . . . . . . . . . . . . . . . 3
2.1.16 "ERISA" . . . . . . . . . . . . . . . . . . . . . . 3
2.1.17 "ISD Account" . . . . . . . . . . . . . . . . . . . 3
2.1.18 "Normal Retirement Date". . . . . . . . . . . . . . 3
2.1.19 "Participant" . . . . . . . . . . . . . . . . . . . 4
2.1.20 "Plan Accounts" . . . . . . . . . . . . . . . . . . 4
2.1.21 "Plan Year" . . . . . . . . . . . . . . . . . . . . 4
2.1.22 "Retirement Savings Plan" . . . . . . . . . . . . . 4
2.1.23 "Retirement Savings Plan Account" . . . . . . . . . 4
2.1.24 "Rollover Account". . . . . . . . . . . . . . . . . 4
2.1.25 "Salary Deferral Account" . . . . . . . . . . . . . 4
2.1.26 "Savings and Security Plan" . . . . . . . . . . . . 4
2.1.27 "Savings and Security Plan Account" . . . . . . . . 4
2.1.28 "Total Disability". . . . . . . . . . . . . . . . . 4
2.1.29 "Trust" . . . . . . . . . . . . . . . . . . . . . . 4

<PAGE>

TABLE OF CONTENTS
(continued)

PAGE

2.1.30 "Trustee" . . . . . . . . . . . . . . . . . . . . . 4
2.1.31 "Valuation Date". . . . . . . . . . . . . . . . . . 4
2.1.32 "Voluntary Contribution Account". . . . . . . . . . 5
2.2 Gender and Number . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 3 - CREDITED SERVICE . . . . . . . . . . . . . . . . . . . . . 5
3.1 Eligibility Service . . . . . . . . . . . . . . . . . . . . . 5
3.2 Vesting Service . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Break in Service. . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Hours of Service. . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Service with Predecessor Entities . . . . . . . . . . . . . . 7

SECTION 4 - ELIGIBILITY AND PARTICIPATION. . . . . . . . . . . . . . . 8
4.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Participation . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3 Merger of ISD Plan. . . . . . . . . . . . . . . . . . . . . . 8

SECTION 5 - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . 8
5.1 Salary Deferral Contributions . . . . . . . . . . . . . . . . 8
5.2 Basic Company Contributions . . . . . . . . . . . . . . . . . 9
5.3 Discretionary Company Contributions . . . . . . . . . . . . . 9
5.4 Rollover Contributions. . . . . . . . . . . . . . . . . . . . .10
5.5 Voluntary Post-Tax Contributions. . . . . . . . . . . . . . . .10
5.6 Mistake of Fact; Disallowance of Deduction. . . . . . . . . . .11
5.7 Application of Forfeitures. . . . . . . . . . . . . . . . . . .11

SECTION 6 - LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS . . . . . . . .11
6.1 Section 404 Limitations . . . . . . . . . . . . . . . . . . . .11
6.2 Section 401(k) Limitations. . . . . . . . . . . . . . . . . . .11
6.3 Section 401(m) Limitations. . . . . . . . . . . . . . . . . . .12
6.4 Section 401(m) Alternate Limitations. . . . . . . . . . . . . .14
6.5 Maximum Annual Additions. . . . . . . . . . . . . . . . . . . .14
6.5A Maximum Plan Benefit -- Combined Limitation for This Plan and
Other Defined Benefit Plans . . . . . . . . . . . . . . . . . .15
6.6 Highly Compensated Employee . . . . . . . . . . . . . . . . . .17
6.7 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . .17

<PAGE>

TABLE OF CONTENTS
(continued)

PAGE

6.8 Section 402(g) Limitation . . . . . . . . . . . . . . . . . . .18
6.9 Eligible Employee . . . . . . . . . . . . . . . . . . . . . . .19
6.10 Military Service. . . . . . . . . . . . . . . . . . . . . . . .19

SECTION 7 - ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . .19
7.1 Salary Deferral Accounts. . . . . . . . . . . . . . . . . . . .19
7.2 Employer Contribution Accounts. . . . . . . . . . . . . . . . .19
7.3 Rollover Accounts . . . . . . . . . . . . . . . . . . . . . . .20
7.4 Auxco Accounts. . . . . . . . . . . . . . . . . . . . . . . . .20
7.5 Retirement Savings Plan Accounts. . . . . . . . . . . . . . . .20
7.6 Savings and Security Plan Accounts. . . . . . . . . . . . . . .22
7.7 CBIS Federal Accounts . . . . . . . . . . . . . . . . . . . . .23
7.8 Voluntary Contribution Accounts . . . . . . . . . . . . . . . .23
7.9 ISD Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .23
7.10 Voting Cincinnati Bell Shares . . . . . . . . . . . . . . . . .24
7.11 Valuations and Adjustments. . . . . . . . . . . . . . . . . . .24
7.12 Consolidation of Plan Accounts. . . . . . . . . . . . . . . . .24
7.13 CBIS Federal Employees. . . . . . . . . . . . . . . . . . . . .24

SECTION 8 - DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . .25
8.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
8.2 Normal Retirement . . . . . . . . . . . . . . . . . . . . . . .25
8.3 Disability Retirement . . . . . . . . . . . . . . . . . . . . .25
8.4 Death During Employment. . . . . . . . . . . . . . . . . . . .25
8.5 Vested Terminations . . . . . . . . . . . . . . . . . . . . . .25
8.6 Other Terminations. . . . . . . . . . . . . . . . . . . . . . .26
8.7 Deferred Distributions. . . . . . . . . . . . . . . . . . . . .26
8.8 Reemployment. . . . . . . . . . . . . . . . . . . . . . . . . .27
8.9 Form of Distribution. . . . . . . . . . . . . . . . . . . . . .27
8.10 Alternate Payees. . . . . . . . . . . . . . . . . . . . . . . .27
8.11 Auxco Accounts. . . . . . . . . . . . . . . . . . . . . . . . .27
8.12 Savings and Security Plan Accounts. . . . . . . . . . . . . . .28
8.13 CBIS Federal Accounts . . . . . . . . . . . . . . . . . . . . .28

iii

<PAGE>

TABLE OF CONTENTS
(continued)

PAGE

8.14 Distribution Requirements . . . . . . . . . . . . . . . . . . .29
8.15 Waiver Election . . . . . . . . . . . . . . . . . . . . . . . .32
8.16 Direct Rollovers. . . . . . . . . . . . . . . . . . . . . . . .33
8.17 Missing Participants. . . . . . . . . . . . . . . . . . . . . .33

SECTION 9 - WITHDRAWALS DURING EMPLOYMENT; LOANS . . . . . . . . . . . .34
9.1 Withdrawals After Normal Retirement Date. . . . . . . . . . . .34
9.2 Withdrawals Prior to Normal Retirement Date . . . . . . . . . .34
9.3 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
9.4 Transfer to Related Plans . . . . . . . . . . . . . . . . . . .36

SECTION 10 - TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . .37
10.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
10.2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .37
10.3 Minimum Contributions . . . . . . . . . . . . . . . . . . . . .39
10.4 Minimum Vesting . . . . . . . . . . . . . . . . . . . . . . . .40
10.5 Adjustments to Section 415 Limitations. . . . . . . . . . . . .40

SECTION 11 - ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . .41
11.1 Appointment of Committee. . . . . . . . . . . . . . . . . . . .41
11.2 Service of Process. . . . . . . . . . . . . . . . . . . . . . .41
11.3 Compensation of Committee . . . . . . . . . . . . . . . . . . .41
11.4 Rules of Plan . . . . . . . . . . . . . . . . . . . . . . . . .41
11.5 Named Fiduciary . . . . . . . . . . . . . . . . . . . . . . . .41
11.6 Agents and Employees. . . . . . . . . . . . . . . . . . . . . .41
11.7 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
11.8 Delegation of Authority . . . . . . . . . . . . . . . . . . . .42
11.9 Benefit Claims. . . . . . . . . . . . . . . . . . . . . . . . .42
11.10 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . .42
11.11 Non-Discrimination. . . . . . . . . . . . . . . . . . . . . .42
11.12 Indemnification . . . . . . . . . . . . . . . . . . . . . . .42

SECTION 12 - MANAGEMENT OF ASSETS. . . . . . . . . . . . . . . . . . . .43

<PAGE>

TABLE OF CONTENTS
(continued)

PAGE

SECTION 13 - AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . .43
13.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .43
13.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . .43

SECTION 14 - MERGERS AND CONSOLIDATIONS. . . . . . . . . . . . . . . . .44

SECTION 15 - NON-ALIENATION OF BENEFITS. . . . . . . . . . . . . . . . .44

SECTION 16 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .44
16.1 Delegation. . . . . . . . . . . . . . . . . . . . . . . . . . .44
16.2 Plan Administrator and Sponsor. . . . . . . . . . . . . . . . .44
16.3 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . .45
16.4 Severability of Provisions. . . . . . . . . . . . . . . . . . .45
16.5 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .45
16.6 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .45

<PAGE>

CBIS RETIREMENT AND SAVINGS PLAN

(As amended and restated effective January 1, 1997)

SECTION 1

NAME AND PURPOSE OF PLAN

1.1 NAME. The plan set forth herein shall be known as the CBIS
Retirement and Savings Plan (the "Plan").

1.2 PURPOSE. The Plan is designated as a plan intended to qualify as a
profit sharing plan under section 401(a) of the Internal Revenue Code of 1986
(the "Code").

SECTION 2

GENERAL DEFINITIONS; GENDER AND NUMBER

2.1 GENERAL DEFINITIONS. For purposes of the Plan, the following terms
shall have the meanings hereinafter set forth unless the context otherwise
requires:

2.1.1 "Affiliated Employer" means CBIS, each corporation which
is a member of a controlled group of corporations (within the meaning of
section 414(b) of the Code as modified by section 415(h) of the Code) which
includes CBIS, each trade or business (whether or not incorporated) which is
under common control (within the meaning of section 414(c) of the Code as
modified by section 415(h) of the Code) with CBIS, each member of an
affiliated service group (within the meaning of section 414(m) of the Code)
which includes CBIS and each other entity required to be aggregated with CBIS
under section 414(o) of the Code.

2.1.2 "Approved Absence" means an absence from active service
with an Affiliated Employer by reason of a vacation or leave of absence
approved by the Affiliated Employer, any absence from active service with an
Affiliated Employer while employment rights with the Affiliated Employer are
protected by law and any other absence from active service with an Affiliated
Employer which does not constitute a termination of employment with the
Affiliated Employer under rules adopted by the Affiliated Employer and
applied in a uniform and nondiscriminatory manner.

2.1.3 "Auxco Account" means the bookkeeping account established
for a Participant in accordance with the provisions of Section 7.4.

<PAGE>

2.1.4 "Beneficiary" means the person or entity designated by a
Participant, on forms furnished and in the manner prescribed by the
Committee, to receive any benefit payable under the Plan after the
Participant's death. If a Participant fails to designate a beneficiary or
if, for any reason, such designation is not effective, his "Beneficiary"
shall be his surviving spouse, or, if none, his estate. Notwithstanding the
foregoing, the "Beneficiary" of a married Participant shall be deemed to be
his spouse unless (a) he has designated another person or entity as his
beneficiary and his spouse has consented to such designation in a written
consent which acknowledges the effect of such designation and is witnessed by
a Plan representative or notary public or (b) his spouse cannot be located.

2.1.5 "CBIS" means Cincinnati Bell Information Systems Inc.

2.1.6 "CBIS Federal Account" means the bookkeeping account
established for a Participant in accordance with the provisions of Section
7.7.

2.1.7 "CBIS Federal Plan" means the CBIS Federal Inc. Profit
Sharing and Tax Deferred Savings Plan.

2.1.8 "Cincinnati Bell Shares" means common shares of Cincinnati
Bell Inc.

2.1.9 "Committee" means the Committee appointed to administer
the Plan in accordance with the provisions of Section 11.

2.1.10 "Company" means (a) prior to November 1, 1994, CBIS, CBIS
Federal, Inc., CBIS International Inc. and CBIS International Services Inc.;
and (b) after October 31, 1994, CBIS, CBIS International Inc. and CBIS
International Services Inc.

2.1.11 "Covered Compensation" means, with respect to any
Participant, for any computation period, the total salary, hourly wages,
merit awards, pay in lieu of vacation, holiday differential pay, disability
pay, commissions and bonuses paid to him by a Company during the computation
period for services rendered as a Covered Employee, plus the additional
amount of such compensation that the Company would have paid to the
Participant during the computation period for services rendered as a Covered
Employee if the Participant had not entered into a cash or deferred
arrangement described in section 401(k) of the Code or elected non-taxable
benefits under a cafeteria plan described in section 125 of the Code, but
excluding "spot" bonuses, referral bonuses, severance pay, relocation pay,
imputed income and any other special form of pay. In the case of a
Participant on international assignment, his Covered Compensation shall not
be increased or decreased by reason of any international service adjustments.
For purposes of the Plan, (a) an Employee's "Covered Compensation" for any
Plan Year prior to 1994 shall not be deemed to exceed $200,000 or such
greater amount as may be permitted for such Plan Year under section
401(a)(17) of the Code and (b) an Employee's compensation for any Plan

<PAGE>

Year after 1993 shall not be deemed to exceed $150,000 or such greater amount
as may be permitted for such Plan Year under section 401(a)(17) of the Code.
In determining the compensation of a Participant for purposes of the
foregoing limitation, the rules of section 414(q)(6) of the Code shall apply,
except in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal decedents of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result
of the application of such rules, either of the foregoing limitations is
exceeded, then the limitation shall be prorated among the affected
individuals in proportion to each such individual's compensation as
determined under this Section 2.1.11 prior to the application of the
limitation. Prior to January 1, 1989, the provisions of this Section 2.1.11
shall apply only in Plan Years when the Plan is Top-Heavy.

2.1.12 "Covered Employee" means an Employee who is employed by a
Company; provided that the term "Covered Employee" shall not include (a) any
Employee who is a member of a collective bargaining unit unless and until his
participation in the Plan has been approved under a collective bargaining
agreement, (b) any person who is a "leased employee" within the meaning of
section 414(n) of the Code, (c) any Employee (other than a Foreign Service
Employee) who is employed at a location which is not within one of the States
of the United States or (d) any Employee who is a Rotational Employee. For
the purpose of this Section 2.1.12, "Foreign Service Employee" means an
Employee who is a citizen of the United States and who has been classified by
the Company which employs him as a Foreign Service Employee and "Rotational
Employee" means an Employee who is a nonresident alien employed within one of
the States of the United States for a period not expected to exceed three
years.

2.1.13 "Employee" means any person who is a common law employee
of an Affiliated Employer, including any such person who is absent from
active service with an Affiliated Employer by reason of an Approved Absence.

2.1.14 "Employer Contribution Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 7.2.

2.1.15 "Entry Date" means January 1, 1994 and the first day of
each calendar month after January 1, 1994.

2.1.16 "ERISA" means the Employee Retirement Income Security Act
of 1974.

2.1.17 "ISD Account" means the bookkeeping account established
for a Participant in accordance with the provisions of Section 7.9.

2.1.18 "Normal Retirement Date" means the date on which a
Participant attains age 59-1/2.

<PAGE>

2.1.19 "Participant" means a person who was a Participant in the
Plan on December 31, 1993, or who thereafter becomes a Participant in the
Plan in accordance with the provisions of Section 4, and who remains a
Participant.

2.1.20 "Plan Accounts" means, collectively, all outstanding
Salary Deferral Accounts, Employer Contribution Accounts, Rollover Accounts,
Auxco Accounts, ISD Accounts, Retirement Savings Plan Accounts, Savings and
Security Plan Accounts, CBIS Federal Accounts and Voluntary Contribution
Accounts maintained for a Participant.

2.1.21 "Plan Year" means the calendar year.

2.1.22 "Retirement Savings Plan" means Cincinnati Bell Inc.
Retirement Savings Plan.

2.1.23 "Retirement Savings Plan Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 7.5.

2.1.24 "Rollover Account" means the bookkeeping account
established for a Participant in accordance with the provisions of Section
7.3.

2.1.25 "Salary Deferral Account" means the bookkeeping account
established for a Participant in accordance with the provisions of Section
7.1.

2.1.26 "Savings and Security Plan" means Cincinnati Bell Inc.
Savings and Security Plan.

2.1.27 "Savings and Security Plan Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 7.6.

2.1.28 "Total Disability" means a physical or mental disability
which, in the opinion of a physician selected or first approved by the
Committee, disables the Participant from performing his duties as an Employee
and is expected to continue for one year or longer.

2. 1.29 "Trust" means the trust established in conjunction with
the Plan.

2.1.30 "Trustee" means the person or corporation serving as
trustee of the Trust.

2.1.31 "Valuation Date" means the last day of each Plan Year and
such other dates as may be selected by the Committee for the valuation of the
Trust assets.

<PAGE>

2.1.32 "Voluntary Contribution Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 7.8.

2.2 GENDER AND NUMBER. For purposes of the Plan, words used in any
gender shall include all other genders, words used in the singular form shall
include the plural form and words used in the plural form shall include the
singular form, as the context may require.

SECTION 3

CREDITED SERVICE

3.1 ELIGIBILITY SERVICE. Each Employee who has completed at least 1,000
Hours of Service during the 12-month period commencing on the day he first
performs an Hour of Service for an Affiliated Employer shall be credited with
one year of Eligibility Service as of the last day of such 12-month period.
Each Employee who fails to complete at least 1,000 Hours of Service during
the 12-month period commencing on the day he first performs an Hour of
Service for an Affiliated Employer shall be credited with one year of
Eligibility Service as of the last day of the first Plan Year (commencing on
or after the day he first performs an Hour of Service for an Affiliated
Employer) during which he completes at least 1,000 Hours of Service.
Notwithstanding the foregoing, if an Employee who does not have any
nonforfeitable right under the Plan to an accrued benefit derived from
Affiliated Employer contributions has a Break in Service of at least five
years and if the number of Plan Years during such Break in Service equals or
exceeds the number of his years of Eligibility Service on the day preceding
such Break in Service (excluding any years of Eligibility Service prior to
such Break in Service not required to be taken into account by reason of a
prior Break in Service), his years of Eligibility Service prior to such Break
in Service shall be disregarded for purposes of determining his eligibility
to become a Participant in the Plan.

3.2 VESTING SERVICE. Each Employee shall be credited with one year of
Vesting Service for each Plan Year during which he completes at least 1,000
Hours of Service. Notwithstanding the foregoing, if an Employee who does not
have any nonforfeitable right under the Plan to an accrued benefit derived
from Affiliated Employer contributions has a Break in Service of at least
five years and if the number of Plan Years during such Break in Service
equals or exceeds the number of his years of Vesting Service on the day
preceding such Break in Service (excluding any years of Vesting Service prior
to such Break in Service not required to be taken into account by reason of a
prior Break in Service), his years of Vesting Service prior to such Break in
Service shall be disregarded for purposes of the Plan.

<PAGE>

3.3 BREAK IN SERVICE. For purposes of the Plan, the term "Break in
Service" means a period of one or more consecutive Plan Years during each of
which an Employee fails to complete more than 500 Hours of Service.

3.4 HOURS OF SERVICE. Subject to the rules contained in 29 CFR
Section 2530.200b-2(b) and (c) (which are incorporated herein by reference),
an Employee's "Hours of Service" shall be computed as follows:

3.4.1 One Hour of Service shall be credited for each hour for
which an Employee is paid, or entitled to payment, for the performance of
duties for an Affiliated Employer during the applicable computation period.

3.4.2 One Hour of Service shall be credited for each hour for
which an Employee is paid, or entitled to payment, by an Affiliated Employer
on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. Notwithstanding the preceding
sentence:

(a) No more than 501 Hours of Service are required to be
credited under this Section 3.4.2 to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or
not such period occurs in a single computation period);

(b) An hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties
are performed is not required to be credited to the Employee if such payment
is made or due under a plan maintained solely for the purpose of complying
with applicable workmen's compensation, or unemployment compensation or
disability insurance laws; and

(c) Hours of Service are not required to be credited for a
payment which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee.

For purposes of this Section 3.4.2, a payment shall be deemed to be made by
or due from an Affiliated Employer regardless of whether such payment is made
by or due from the Affiliated Employer directly, or indirectly through, among
others, a trust fund, or insurer, to which the Affiliated Employer
contributes or pays premiums and regardless of whether contributions made or
due to the trust fund, insurer or other entity are for the benefit of
particular Employees or are on behalf of a group of Employees in the
aggregate.

<PAGE>

3.4.3 One Hour of Service shall be credited for each hour for
which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Affiliated Employer. The same hours of service shall not be
credited both under Section 3.4.1 or Section 3.4.2, as the case may be, and
under this Section 3.4.3. Crediting of Hours of Service for back pay awarded
or agreed to with respect to periods described in Section 3.4.2 shall be
subject to the limitations set forth in that Section.

3.4.4 For purposes only of determining whether an Employee has
incurred a Break in Service, if the Employee is absent from work for an
Affiliated Employer (a) by reason of the pregnancy of the Employee, (b) by
reason of the birth of a child of the Employee, (c) by reason of the
placement of a child with the Employee in connection with the adoption of
such child by the Employee, or (d) for purposes of caring for such a child
for a period beginning immediately following such a birth or placement, and
the Employee is not paid or entitled to be paid for such absence, the
Employee will be credited with one Hour of Service for each hour which the
Employee would normally have been scheduled for work but for such absence,
or, if the Employee does not have a regular work schedule, with eight Hours
of Service for each day of such absence. Notwithstanding the preceding
sentence:

(i) No more than 501 Hours of Service will be credited under
this Section 3.4.4 to an Employee on account of any single continuous period
of such an absence;

(ii) Any Hours of Service which are to be credited to an
Employee under this Section 3.4.4 by reason of a single continuous period of
absence will be credited for the Plan Year in which such absence begins if
the Employee would be prevented from incurring a Five Year Break in Service
with respect to such Plan Year solely because of such crediting. Otherwise,
such Hours of Service will be credited for the Plan Year next following the
Plan Year in which such absence begins; and

(iii) No Hours of Service will be credited under this Section
3.4.4 to an Employee unless the Employee furnishes to the Committee such
timely information as the Committee may reasonably require to establish that
the applicable absence from work is for reasons referred to in the first
sentence of this Section 3.4.4 and the number of days for which there was
such an absence. The same Hours of Service shall not be credited both under
Section 3.4.1, 3.4.2 or 3.4.3 above and under this Section 3.4.4.

3.5 SERVICE WITH PREDECESSOR ENTITIES. For purposes of the Plan, (a)
effective January 1, 1996, service with Information Systems Development
Partnership and its predecessor, Information Systems Development, Inc., shall
be deemed to have been service with an Affiliated Employer; and (b) effective
September 6, 1996, service with International Computer Systems, Inc. prior to
such date shall be deemed to have been service with an Affiliated Employer.

<PAGE>

SECTION 4
ELIGIBILITY AND PARTICIPATION

4.1 ELIGIBILITY. The following Employees shall be eligible to become
Participants in the Plan:

4.1.1 Each Employee (a) who is a Covered Employee (b) who was a
Covered Employee employed by CBIS, CBIS International Inc. or CBIS International
Services Inc. on December 31, 1991 and (c) who has been credited with at least
one year of Eligibility Service.

4.1.2 Each Employee (a) who is a Covered Employee, (b) who has
attained age 21 and (c) who has been credited with at least one year of
Eligibility Service.

4.2 PARTICIPATION. Each Employee may elect to become a Participant in the
Plan on any Entry Date on which he satisfies all of the eligibility requirements
of Section 4.1.1 or 4.1.2 by completing a form provided by the Committee and
filing such form with the Committee within the time provided by the Committee.
Each Participant shall remain a Participant so long as he remains an Employee
and until his Plan Accounts have been fully distributed or forfeited.

4.3 MERGER OF ISD PLAN. Upon the merger of the ISD Partnership 401(k)
Retirement Savings Plan ("ISD Plan") into this Plan, (a) each participant in the
ISD Plan ("ISD Participant") who has not previously become a Participant in this
Plan shall thereupon become a Participant in this Plan; and (b) the balance in
each ISD Participant's ISD Plan account shall be credited to an ISD Account
under this Plan.

SECTION 5

CONTRIBUTIONS

5.1 SALARY DEFERRAL CONTRIBUTIONS. Each Participant may authorize
salary deferral contributions, of up to such percentage of his Covered
Compensation as may be fixed by the Committee from time to time, by
completing a form supplied by the Committee and filing such form with the
Committee within the time prescribed by the Committee. A Participant may
change his authorization for salary deferral contributions from one
permissible percentage to another at such times as the Committee may direct
by completing a form supplied by the Committee and filing such form with the
Committee within the time prescribed by the Committee. A Participant may
suspend his authorization for salary deferral contributions at such times as
the Committee may direct by completing a form provided by the Committee and
filing

<PAGE>

such form with the Committee within the time prescribed by the Committee. A
Participant who has suspended his authorization for salary deferral
contributions may again authorize salary deferral contributions by completing
and signing a form provided by the Committee and filing such form with the
Committee within the time prescribed by the Committee. Subject to the
limitations contained in Section 6, (a) the amount of Covered Compensation
otherwise payable to each Participant on or after January 1, 1994 shall be
reduced by the amount of the salary deferral contributions authorized by the
Participant with respect to such Covered Compensation and (b) the Companies
shall contribute to the Plan, for each such Participant, an amount equal to
the amount by which his Covered Compensation has been reduced. Salary
deferral contributions under this Section 5.1 shall be paid to the Trustee no
less frequently than monthly. Salary deferral contributions under this
Section 5.1 shall be made in cash.

5.2 BASIC COMPANY CONTRIBUTIONS. Effective July 1, 1995, the Companies
shall contribute to the Plan, for each Participant who authorized salary
deferral contributions under Section 5.1, an amount equal to the lesser of (a)
4% of the Participant's Covered Compensation with respect to which salary
deferral contributions were authorized or (b) 66-2/3% of the amount of the
salary deferral contributions made with respect to such Covered Compensation
under Section 5.1, subject to the limitations contained in Section 6. The
Companies' contributions for any payroll period under this Section 5.2 shall be
paid to the Trustee no less frequently than monthly. The Companies'
contributions under this Section 5.2 may be made in cash or Cincinnati Bell
Shares. Notwithstanding the foregoing, in the event of a distribution of a
Participant's salary deferral contributions under Section 6.2, any Company
contributions (and earnings thereon) under this Section 5.2 which are
attributable to such distributed contributions also shall be distributed to the
Participant at the same time; provided, however, that if such Company
contributions (and earnings thereon) would have been subject to forfeiture if
the Participant had ceased to be an Employee, such contributions and earnings
shall not be distributed but shall be forfeited.

5.3 DISCRETIONARY COMPANY CONTRIBUTIONS. For the six-month period ending
June 30, 1995, the Companies shall contribute to the Plan, for each Participant
who is entitled to share in the Companies' contributions for such period, such
percentage of that portion of the Participant's base salary deferral
contributions for such period under Section 5.1 as CBIS, in its sole discretion,
may determine, subject to the limitations contained in Section 6. For purposes
of this Section 5.3, "base salary deferral contributions" means that portion of
a Participant's salary deferral contributions for the six-month period ending
June 30, 1995 not in excess of 6% of his Covered Compensation for such period.
For purposes of this Section 5.3, the following Participants shall be entitled
to share in the Companies' contributions for the six-month period ending June
30, 1995: (a) each Participant who is an Employee on the last day of such period
and (b) each Participant who ceased to be an Employee during such period by
reason of his retirement at or after age 59-1/2, Total Disability or death. The
Companies' contributions for the six-month period ending June 30, 1995 under
this Section 5.3 shall be paid to the Trustee within

<PAGE>

the time required to permit the deduction of such contributions on the
consolidated federal income tax return of Cincinnati Bell Inc. for the 1995
Plan Year. The Companies' contributions under this Section 5.3 may be made
in cash or Cincinnati Bell Shares. Notwithstanding the foregoing, in the
event of a distribution of a Participant's salary deferral contributions
under Section 6.2, any Company contributions (and earnings thereon) under
this Section 5.3 which are attributable to such distributed contributions
also shall be distributed to the Participant at the same time; provided,
however, that if such Company contributions (and earnings thereon) would have
been subject to forfeiture if the Participant had ceased to be an Employee,
such contributions and earnings shall not be distributed but shall be
forfeited.

5.4 ROLLOVER CONTRIBUTIONS. With the consent of the Committee, a Covered
Employee may make a rollover contribution to the Trust as described in section
401(a)(5), 403(a)(4) or 408(d)(3) of the Code; provided that no Covered Employee
may roll over any amounts which were previously deducted by him under section
219 of the Code. Any rollover contribution must be made in cash. A Covered
Employee who makes a rollover contribution under this Section 5.4 prior to
becoming a Participant shall thereupon become a Participant, provided that such
Participant may not authorize contributions under Section 5.1 or 5.5 or share in
Company contributions under Section 5.2 or 5.3 prior to the date on which his
participation otherwise would have commenced under Section 4.2.

5.5 VOLUNTARY POST-TAX CONTRIBUTIONS. Effective January 1, 1994, each
Participant may authorize voluntary post-tax contributions, of up to such
percentage of his Covered Compensation as may be fixed by the Committee from
time to time, by completing a form supplied by the Committee and filing such
form with the Committee within the time prescribed by the Committee. A
Participant may change his authorization for voluntary post-tax contributions
from one permissible percentage to another at such times as the Committee may
direct by completing a form supplied by the Committee and filing such form
with the Committee within the time prescribed by the Committee. A
Participant may suspend his authorization for voluntary post-tax
contributions at such times as the Committee may direct by completing a form
provided by the Committee and filing such form with the Committee within the
time prescribed by the Committee. A Participant who has suspended his
authorization for voluntary post-tax contributions may again authorize
voluntary post-tax contributions by completing and signing a form provided by
the Committee and filing such form with the Committee within the time
prescribed by the Committee. Subject to the limitations contained in Section
6, the Companies shall deduct from each Participant's Covered Compensation
and contribute to the Plan, for the Participant, the amount of the voluntary
post-tax contributions authorized by the Participant. Voluntary post-tax
contributions under this Section 5.5 shall be paid to the Trustee no less
frequently than monthly. Voluntary post-tax contributions under this Section
5.5 shall be made in cash.

<PAGE>

5.6 MISTAKE OF FACT; DISALLOWANCE OF DEDUCTION. Any contribution made by
a Company by reason of a mistake of fact or conditioned on its deductibility
under section 404 of the Code, to the extent disallowed, may be repaid to the
Company, at the Company's election, provided that such repayment is made within
one year after the mistaken payment of the contribution or within one year of
the disallowance of the deduction. Earnings attributable to such contributions
may not be paid to the Company, but any losses attributable thereto shall reduce
the amount which may be repaid. All Company contributions shall be conditioned
on their deductibility under section 404 of the Code.

5.7 APPLICATION OF FORFEITURES. Any forfeitures arising under the Plan in
any Plan Year shall be applied first, to make any restorals called for under
Section 8.6 and second, to reduce the contributions otherwise required of the
Company which last employed the Participant immediately prior to the forfeiture
under the Plan. Any forfeitures which cannot be so applied shall be allocated
as additional Company contributions for such Plan Year under Section 5.3.

SECTION 6

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

6.1 SECTION 404 LIMITATIONS. In no event shall the Companies' total
contributions to the Plan for any Plan Year under Sections 5.1, 5.2 and 5.3
exceed 15% of the Compensation of those Participants who are entitled to share
in the Companies' contributions under such Sections for such Plan Year. If the
Companies' total contributions for any Plan Year could exceed the limitation
described in the preceding sentence, the following adjustments shall be made in
the following order so that such limitations are not exceeded: first, the
amounts to be contributed under Section 5.3 shall be reduced proportionately;
second, the amounts to be contributed under Section 5.2 shall be reduced
proportionately; and, third, the amounts to be contributed under Section 5.1
shall be reduced proportionately.

6.2 SECTION 401(k) LIMITATIONS. If for any Plan Year the Companies'
contributions under Section 5.1 on behalf of those Participants who are Highly
Compensated Employees exceed both the limitation contained in Section 6.2.1 and
the limitation contained in Section 6.2.2, the contributions on behalf of such
Participants (together with the earnings thereon) shall, to the extent necessary
to insure that at least one of such limitations will not be exceeded, be
distributed to such Participants prior to the end of the following Plan Year.
Distributions shall be made on the basis of the dollar amount of the
contributions made under Section 5.1 by or on behalf of such Participants,
beginning with the highest dollar amount.

<PAGE>

6.2.1 The Average Deferral Percentage for those Eligible Employees
who are Highly Compensated Employees must not be more than the Average Deferral
Percentage of all other Eligible Employees multiplied by 1.25.

6.2.2 The excess of the Average Deferral Percentage for those
Eligible Employees who are Highly Compensated Employees over the Average
Deferral Percentage of all other Eligible Employees must not be more than two
percentage points and the Average Deferral Percentage for those Eligible
Employees who are Highly Compensated Employees must not be more than the Average
Deferral Percentage of all other Eligible Employees multiplied by two.

Notwithstanding the foregoing, at the election of CBIS, in lieu of making
distributions to those Participants who are Highly Compensated Employees, (a)
the salary deferral contributions which would otherwise be distributed shall
be recharacterized as voluntary post-tax contributions (subject to the
limitations contained in Sections 6.3 and 6.4) or (b) the Companies may make
special contributions on behalf of those Participants who are not Highly
Compensated Employees in an amount sufficient to satisfy the limitations of
Section 6.2.1 or 6.2.2. Such special contributions shall be allocated among
the Salary Deferral Accounts of those Participants who are entitled to share
in the Company's contributions under Section 5.1 for the Plan Year and who
are not Highly Compensated Employees in the proportion that each such
Participant's salary deferral contributions under Section 5.1 for the Plan
Year bears to all such Participants' salary deferral contributions under
Section 5.1 for the Plan Year. For purposes of the Plan, (a) the "Average
Deferral Percentage" for a specified group of Eligible Employees shall be the
average of such Eligible Employees' Individual Deferral Percentages and (b)
"Individual Deferral Percentage" means, with respect to any Eligible Employee
for any Plan Year, the ratio of the salary deferral contributions paid to the
Plan for the Eligible Employee under Section 5.1 to the Eligible Employee's
Compensation for such Plan Year. For purposes of determining the Individual
Deferral Percentage of an Eligible Employee who is a Highly Compensated
Employee, this Plan and all other 401(k) plans maintained by any Affiliated
Employer in which the Eligible Employee is eligible to participate shall be
treated as a single plan. In the event this Plan must be combined with one
or more plans (other than an employee stock ownership plan described in
section 4975(e)(7) of the Code) in order to satisfy the requirements of
section 401(a)(4) or 410(b) of the Code (other than the average benefits test
described in section 410(b)(2)(A)(ii) of the Code), then all cash or deferred
arrangements that are included in such plans shall be treated as a single
arrangement for purposes of section 401(k) of the Code.

6.3 SECTION 401(m) LIMITATIONS. If for any Plan Year the total
contributions under Sections 5.2, 5.3 and 5.5 by or on behalf of those
Participants who are Highly Compensated Employees exceed both the limitation
contained in Section 6.3.1 and the limitation contained in Section 6.3.2, the
contributions on behalf by such Participants under Sections 5.2, 5.3 and 5.5
(together with the earnings thereon) shall, to the extent necessary to insure
that at least one of

<PAGE>

such limitations will not be exceeded, be distributed to such Participants
prior to the end of the following Plan Year, beginning with contributions
under Section 5.5. Distributions shall be made on the basis of the dollar
amount of the contributions made by or on behalf of such Participant under
Sections 5.2, 5.3 and 5.5, beginning with the highest dollar amount.
Forfeitures under this Section 6.3 may not be allocated to Participants whose
contributions are reduced under this Section 6.3.

6.3.1 The Average Contribution Percentage for those Eligible
Employees who are Highly Compensated Employees must be not more than the Average
Contribution Percentage of all other Eligible Employees multiplied by 1.25.

6.3.2 The excess of the Average Deferral Percentage for those
Eligible Employees who are Highly Compensated Employees over the Average
Deferral Percentage of all other Eligible Employees must not be more than two
percentage points and the Average Deferral Percentage for those Eligible
Employees who are Highly Compensated Employees must not be more than the Average
Deferral Percentage of all other Eligible Employees multiplied by two.

Notwithstanding the foregoing, at the election of CBIS, in lieu of making
distributions to those Participants who are Highly Compensated Employees, the
Companies may make special contributions on behalf of those Participants who are
not Highly Compensated Employees in an amount sufficient to satisfy the
limitations of Section 6.3.1 or 6.3.2. Such special contributions shall be
allocated among the Employer Contribution Accounts of those Participants who are
entitled to share in the Company's contributions under Section 5.1 for the Plan
Year and who are not Highly Compensated Employees in the proportion that each
such Participant's salary deferral contributions under Section 5.1 for the Plan
Year bears to all such Participants' salary deferral contributions under Section
5.1 for the Plan Year. That portion of any Employer Contribution Account which
is attributed to special contributions under this Section 6.3 shall at all times
be fully vested and non-forfeitable. For purposes of the Plan, (a) the "Average
Contribution Percentage" for a specified group of Eligible Employees, grouped by
Compensation, shall be the average of such Eligible Employees' Individual
Contribution Percentages and (b) "Individual Contribution Percentage" means,
with respect to any Eligible Employee for any Plan Year, the ratio of the
contributions paid to the Plan by or on behalf of the Eligible Employee under
Sections 5.2, 5.3 and 5.5 to the Eligible Employee's Compensation for such Plan
Year. The Average Contribution Percentage for any Highly Compensated Employee
for any Plan Year who is eligible to have matching employer contributions made
on his behalf or to make after-tax contributions under one or more plans
described in section 401(a) of the Code (other than an employee stock ownership
plan described in section 4975(e)(7) of the Code) maintained by any Affiliated
Employer in addition to this Plan shall be determined as if all such
contributions were made to this Plan. In the event that this Plan must be
combined with one or more other plans (other than an employee stock ownership
plan described in section 4975(e)(7) of the Code) in order to satisfy the
requirements of section 401(a) or 410(b) of the Code (other than the average

<PAGE>

benefits test described in section 410(b)(2)(A)(ii) of the Code), all employee
and matching contributions shall be treated as made under a single plan for
purposes of section 401(m) of the Code. At the discretion of the Committee,
contributions under Section 5.1 shall be deemed to be contributions under
Sections 5.2, 5.3 and 5.5 for purposes of applying the limitations contained in
this Section.

6.4 SECTION 401(m) ALTERNATE LIMITATIONS. The alternate limitations set
forth in this Section 6.4 shall apply if, for any Plan Year, the total
contributions under Section 5.1 on behalf of those Participants who are Highly
Compensated Employees exceed the limitation contained in Section 6.2.1 and the
total contributions under Sections 5.2, 5.3 and 5.5 by or on behalf of those
Participants who are Highly Compensated Employees exceed the limitation
contained in Section 6.3.1. If for any Plan Year the total contributions under
Sections 5.2, 5.3 and 5.5 by or on behalf of those Participants who are Highly
Compensated Employees exceed both the limitation contained in Section 6.4.1 and
the limitation contained in Section 6.4.2, to the extent necessary to insure
that the sum of such limitations will not be exceeded, the contributions made on
behalf of such Participants under Sections 5.2, 5.3 and 5.5 (and earnings
thereon) shall be distributed to such Participants prior to the end of the
following Plan Year, beginning with contributions under Section 5.5.
Distributions shall be made on the basis of the dollar amount of the
contributions made by or on behalf of such Participant under Sections 5.2, 5.3
and 5.5, beginning with the highest dollar amount. Forfeitures under this
Section 6.4 may not be allocated to Participants whose contributions are reduced
under this Section 6.4.

6.4.1 The sum of (a) 125% of the lesser of (i) the Average
Deferral Percentage of those Eligible Employees who are not Highly Compensated
Employees or (ii) the Average Contribution Percentage of such Eligible
Employees; plus (b) the lesser of (i) 2% plus the greater of the amounts
determined under clause (a) of this Section 6.4.1 or (ii) 200% of the greater of
the amounts determined under clause (a) of this Section 6.4.1.

6.4.2 The sum of (a) 125% of the greater of (i) the Average
Deferral Percentage of those Eligible Employees who are not Highly Compensated
Employees or (ii) the Average Contribution Percentage of such Eligible
Employees; plus (b) the lesser of (i) 2% plus the lesser of the amounts
determined under clause (a) of this Section 6.4.2 or (ii) 200% of the lesser of
the amounts determined under clause (a) of this Section 6.4.2.

At the discretion of the Committee, contributions under Section 5.1 shall be
deemed to be contributions under Sections 5.2, 5.3 and 5.5 for purposes of
applying the limitations contained in this Section.

6.5 MAXIMUM ANNUAL ADDITIONS. The total Annual Additions allocable to a
Participant's Plan Accounts for any Plan Year shall be limited in accordance
with the following provisions:

<PAGE>

6.5.1 Notwithstanding any other provision of the Plan to the
contrary, in no event shall a Participant's Annual Additions for any Plan Year
exceed the lesser of (a) $30,000 (or such larger amount as may be determined by
the Commissioner of Internal Revenue for Plan Years beginning on or after
January 1, 1988) or (b) 25% of his Compensation for such Plan Year.

6.5.2 If for any Plan Year, as a result of reasonable error in
estimating a Participant's Compensation or other facts and circumstances
approved by the Commissioner of Internal Revenue, a Participant's Annual
Additions could exceed the limitations set forth in Section 6.5.1, the following
adjustments shall be made in the following order to the extent necessary to
insure such limitations will not be exceeded: first, the Participant's
voluntary post-tax contributions under Section 5.5 (and earnings thereon) shall
be returned to him; second, the Companies' contributions for the Plan Year on
behalf of the Participant under Sections 5.2 and 5.3 shall be allocated to a
suspense account under Section 6.5.3; and third, the Companies' contributions
for the Plan Year on behalf of the Participant under Section 5.1 shall be
allocated to a suspense account under Section 6.5.3.

6.5.3 That portion of the Companies' contributions for a Plan Year
which is allocated to a suspense account under Section 6.5.2 shall be applied to
reduce the contributions otherwise required of the Companies in the first Plan
Year in which they can be applied without exceeding the limitations of Section
6.5.1. The suspense account shall not share in the income, expenses, profits or
losses of the Trust. The Companies shall not contribute any amount to the Trust
which results in additional amounts being credited to the suspense account. If
the Plan is terminated, any amount credited to the suspense account which cannot
be allocated to the Participants' Plan Accounts shall be paid to the Companies.

6.5.4 For purposes hereof, "Annual Additions" means, with respect
to any Participant, the sum of all Company and Participant contributions (other
than rollover contributions) and forfeitures allocated to his accounts for a
Plan Year under this Plan and all other defined contribution plans maintained by
any Affiliated Employer. If a Participant in this Plan is a participant in one
or more other defined contribution plans, the limitations contained in this
Section 6.5 shall be applied to reduce the annual additions which otherwise
would have been credited to his accounts in this Plan and such other plans,
beginning with the most current annual additions.

6.5A MAXIMUM PLAN BENEFIT - COMBINED LIMITATION FOR THIS PLAN AND OTHER
DEFINED BENEFIT PLANS

6.5A.1 GENERAL RULE. Notwithstanding any other provision of
this Plan to the contrary, except as provided in this Section 6.5A, if a
Participant in this Plan also participates in one or more defined benefit
plans (as defined in section 414(j) of the Code) maintained by an

<PAGE>

Affiliated Employer, in no event shall the sum of the Participant's defined
benefit plan fraction and defined contribution plan fraction for any
limitation year exceed 1.0. If and to the extent necessary, the
Participant's retirement benefit that is projected or payable under the
defined benefit plan shall be reduced or frozen so that this limitation is
not exceeded.

6.5A.2 DEFINED BENEFIT PLAN FRACTION. For purposes of this
Section 6.5A, a Participant's "defined benefit plan fraction" for any
limitation year is a fraction:

(a) The numerator of which is the Participant's
projected annual benefits under all defined benefit plans maintained by any
Affiliated Employer (determined as of the close of the subject limitation
year); and

(b) The denominator of which is the lesser of (1) 1.25
multiplied by the dollar limitation in effect under section 415(b)(1)(A) of
the Code for such limitation year or (2) 1.4 multiplied by the amount which
may be taken into account for the Participant under section 415(b)(1)(B) of
the Code by the close of such limitation year.

6.5A.3 DEFINED CONTRIBUTION PLAN FRACTION. For purposes of
this Section 6.5A, a Participant's "defined contribution plan fraction" for
any limitation year is a fraction:

(a) The numerator of which is the sum of all of the
Annual Additions to the Participant's accounts under all of the defined
contribution plans maintained by any Affiliated Employer which have been made
as of the close of the subject limitation year (including Annual Additions
made in prior limitation years); and

(b) The denominator of which is the sum of the lesser
of the following amounts determined for the subject limitation year and for
each prior limitation year in which the Participant performed service for an
Affiliated Employer: (1) 1.25 multiplied by the dollar limitation in effect
under section 415(c)(1)(A) of the Code for the applicable limitation year
(determined without regard to section 415(c)(6)of the Code), or (2) 1.4
multiplied by the amount which may be taken into account for the Participant
under section 415(c)(1)(B) of the Code for the applicable limitation year.

6.5A.4 OTHER NECESSARY TERMS. For purposes of the rules set
forth in this Section 6.5A, the following terms shall apply:

(a) A Participant's "projected annual benefit" as of
the close of any limitation year means the annual benefit that the
Participant would be entitled to under the defined benefit plan if (1) the
Participant continued in employment with his current employer on the same
basis as exists as of the close of the subject limitation year until
attaining his Normal Retirement Date (or, if he has already reached such date
by the close of the subject limitation

<PAGE>

year, he immediately terminated his employment), (2) the Participant's
annual compensation for the subject limitation year remains the same each
later limitation year until he terminates employment, and (3) all other
relevant factors used to determine benefits under the defined benefit plan
for the subject limitation year remain constant for all future limitation
years.

(b) "Limitation year" means the calendar year.

6.5A.5 ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. If
necessary, an amount shall be subtracted from the numerator of the defined
contribution plan fraction applicable to a Participant in accordance with
regulations prescribed by the Secretary of the Treasury or his delegate so
that the sum of the Participant's defined benefit plan fraction and defined
contribution plan fraction computed as of the end of the last limitation year
beginning before January 1, 1987 does not exceed 1.0 for such limitation year

6.6 HIGHLY COMPENSATED EMPLOYEE. For purposes of the Plan, "Highly
Compensated Employee" means an Employee (a) who, during the Plan Year for
which the determination is being made or the preceding Plan Year, was at any
time a 5-percent owner (as defined in section 416(i)(1) of the Code) of any
Affiliated Employer; or (b) who, during the Plan Year preceding the Plan Year
for which the determination is being made, received Compensation in excess of
$80,000 (as adjusted pursuant to section 414(q)(1) of the Code). For
purposes of this Section 6.6, a former Employee shall be deemed to be a
Highly Compensated Employee with respect to a Plan Year if such former
Employee separated from service (or was deemed to have separated) prior to
the Plan Year, performed no services for an Affiliated Employer during the
Plan Year and was a Highly Compensated Employee actively employed by an
Affiliated Employer for either the Plan year in which he separated or any
Plan Year ending on or after the Employee's 55th birthday.

6.7 COMPENSATION. For purposes of this Section 6 "Compensation" means
an Employee's earned income, wages, salaries, and fees for professional
services and other amounts received for personal services actually rendered
in the course of employment with an Affiliated Employer (including, but not
limited to, commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and
bonuses), and excluding the following: (a) contributions by an Affiliated
Employer to a plan of deferred compensation which are not includable in the
Employee's gross income for the taxable year in which contributed, or
contributions by an Affiliated Employer under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation; (b) amounts realized from
the exercise of a non-qualified stock option, or when restricted stock (or
property) held by the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture; (c) amounts

<PAGE>

realized from the sale, exchange or other disposition of stock acquired under
a qualified stock option; and (d) other amounts which received special tax
benefits.

6.7.1 For purposes of Sections 6.1 and 6.5, an Employee's
Compensation for a Plan Year is the Compensation actually paid or includable
in gross income during such Plan Year.

6.7.2 For purposes of Sections 6.2, 6.3, 6.4 and 6.6 (for purposes
of Section 6, effective January 1, 1998), an Employee's Compensation for a
Plan Year is the Compensation actually paid or includable in gross income
during such Plan Year plus the Compensation which would have been paid or
includable in gross income during such Plan Year but for sections 125,
402(a)(8) and 402(h)(1)(B) of the Code.

6.7.3 For purposes of the Plan, (a) an Employee's "Compensation"
for any Plan Year prior to 1994 shall not be deemed to exceed $200,000 or
such greater amount as may be permitted for such Plan Year under section
401(a)(17) of the Code and (b) an Employee's compensation for any Plan Year
after 1993 shall not be deemed to exceed $150,000 or such greater amount as
may be permitted for such Plan Year under section 401(a)(17) of the Code. In
determining the compensation of a Participant for purposes of the foregoing
limitation, the rules of section 414(q)(6) of the Code shall apply, except in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal decedents of the Participant who have not attained
age 19 before the close of the Plan Year. If, as a result of the application
of such rules, either of the foregoing limitations is exceeded, then the
limitation shall be prorated among the affected individuals in proportion to
each such individual's compensation as determined under this Section 6.7.3
prior to the application of the limitation. Prior to January 1, 1989, the
provisions of this Section 6.7.3 shall apply only in Plan Years when the Plan
is Top-Heavy.

6.7.4 For purposes of applying the limitations contained in
Sections 6.2, 6.3 and 6.4, an Employee's Compensation shall not include
amounts paid prior to the date on which he first becomes a Participant.

6.8 SECTION 402(g) LIMITATION. Notwithstanding any other provision of
the Plan, in no event shall the amount of a Participant's Elective Deferrals
during any Plan Year under this Plan and all other plans, contracts or
arrangements maintained by any Affiliated Employer exceed the amount of the
limitation in effect under Section 402(g)(1) of the Code for such Plan Year.
If a Participant has Excess Deferrals for any Plan Year, and if the
Participant so elects, the Excess Deferrals (plus any earnings and minus any
losses allocable thereto) shall be distributed to the Participant from his
Salary Deferral Account no later than April 15 following the Plan Year for
which the Excess Deferrals were made. Any election under this Section 6.8
shall be in writing, shall be filed with the Committee no later than March 1
following the Plan Year for which the

<PAGE>

Excess Deferrals were made, shall specify the amount of the Excess Deferrals
for the Plan Year and shall include the Participant's statement that if such
Excess Deferrals are not distributed, the sum of the Excess Deferrals plus
amounts deferred by the Participant for the Plan Year under sections 401(k),
408(k) and 403(b) of the Code will exceed the limits imposed by section
402(g) of the Code. For purposes of the Plan (a) "Elective Deferrals" means
the amounts deferred by the Participant for the Plan Year under sections
401(k), 408(k) and 403(b) of the Code, and (b) "Excess Deferrals" means that
portion of a Participant's Elective Deferrals for a Plan Year in excess of
the limits imposed by section 402(g) of the Code.

6.9 ELIGIBLE EMPLOYEE. For purposes of Sections 6.2, 6.3 and 6.4,
"Eligible Employee" means, with respect to any Plan Year, a Covered Employee
who is eligible to authorize salary deferral contributions under Section 5.1
during the Plan Year.

6.10 MILITARY SERVICE. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with section 414(u)
of the Code.

SECTION 7

ACCOUNTS

7.1 SALARY DEFERRAL ACCOUNTS. A separate bookkeeping Salary Deferral
Account shall be established and maintained for each Participant which shall
reflect the salary deferral contributions properly allocable to the
Participant under Section 5.1 and the investment thereof. The salary
deferral contributions paid to the Trustee on behalf of a Participant shall
be allocated to the Participant's Salary Deferral Account as of the date
received by the Trustee. Each Participant's Salary Deferral Account shall at
all times be fully vested and nonforfeitable. Amounts allocated to a
Participant's Salary Deferral Account shall be invested in such types of
investments as may be permitted by the Committee.

7.2 EMPLOYER CONTRIBUTION ACCOUNTS. A separate bookkeeping Employer
Contribution Account shall be established and maintained for each Participant
which shall reflect the Company contributions and forfeitures properly
allocable to the Participant under Sections 5.2 and 5.3 after 1991 and the
investment thereof. Except as otherwise provided in the Plan, at any
relevant time prior to his Normal Retirement Date the vested and forfeitable
percentages of a Participant's Employer Contribution Account shall be
determined from the following schedule, based upon his full years of Vesting
Service:

<PAGE>

Vesting Service Vested Percentage Forfeitable Percentage
--------------- ----------------- ----------------------
Less than 2 years 0% 100%
2 but less than 3 years 30% 70%
3 but less than 4 years 50% 50%
4 but less than 5 years 75% 25%
5 or more years 100% 0%

Notwithstanding the foregoing, in the case of a Participant whose Plan
Accounts include a Retirement Savings Plan Account or a Savings and Security
Plan Account, that portion of his Employer Contribution Account which is
attributable to Company contributions made in Plan Years prior to the current
Plan Year and the two immediately preceding Plan Years shall at all times be
fully vested and nonforfeitable. Amounts allocated to a Participant's
Employer Contribution Account shall be invested in Cincinnati Bell Shares.

7.2.1 Effective as of the close of the fourth Plan Year of his
Eligibility Period, an Eligible Participant may invest his entire Employer
Contribution Account in any of the types of investments permitted by the
Committee. During the first four Plan Years of his Eligibility Period, an
Eligible Participant may invest only the Unrestricted portion of his Employer
Contribution Account in any of the types of investments permitted by the
Committee and the Restricted portion of his Employer Contribution Account
shall be invested in Cincinnati Bell Shares.

7.2.2 Effective as of the December 31 immediately preceding an
Eligible Participant's Eligibility Period, 20% of the value of his Employer
Contribution Account shall be deemed to be "Unrestricted" and 80% shall be
deemed to be "Restricted." Effective as of the last day of the first Plan
Year during his Eligibility Period, an additional 25% of the Employer
Contribution Account balance then deemed to be Restricted shall become
"Unrestricted". Effective as of the last day of the second Plan Year during
his Eligibility Period, an additional 33-1/3% of the Employer Contribution
Account balance then deemed to be "Restricted" shall become "Unrestricted".
Effective as of the last day of the third Plan Year during his Eligibility
Period, an additional 50% of the Employer Contribution Account balance then
deemed to be "Restricted" shall become "Unrestricted". For purposes of this
Section 7.2.2, all contributions under Section 5.2 and 5.3 made for a Plan
year shall be deemed to be "Restricted" as of the last day of the Plan Year.

7.2.3 For purposes of Section 7.2.1, (a) "Eligible Participant"
means a Participant (i) who has at least ten years of Vesting Service, or
(ii) who has attained age 45 and has at least five years of Vesting Service,
and (b) "Eligibility Period" means, with respect to any

<PAGE>

Eligible Participant, the five-consecutive Plan Year period commencing on the
later of January 1, 1993 or the January 1 on which he first became an
Eligible Participant.

7.3 ROLLOVER ACCOUNTS. A separate bookkeeping Rollover Account shall be
established and maintained for each Participant who makes rollover
contributions which shall reflect such contributions and the investment
thereof. Each Participant's rollover contributions to the Trust shall be
allocated to his Rollover Account as of the date received by the Trustee.
Each Participant's Rollover Account shall at all times be fully vested and
nonforfeitable. Amounts allocated to a Participant's Rollover Account shall
be invested in such types of investments as may be permitted by the Committee.

7.4 AUXCO ACCOUNTS. A separate bookkeeping Auxco Account shall be
established and maintained for each Participant who was a participant in the
Auxco Plan as of December 31, 1991 which shall reflect the amounts credited
to the Participant's salary deferral account and employer contribution
account under the Auxco Plan as of December 31, 1991 and the investment
thereof. That portion of a Participant's Auxco Account which is attributable
to his salary deferral account under the Auxco Plan shall at all times be
fully vested and nonforfeitable. Except as otherwise provided in the Plan,
at any relevant time prior to his Normal Retirement Date, the vested and
nonforfeitable percentages of that portion of a Participant's Auxco Account
which is attributable to his employer contribution account under the Auxco
Plan shall be determined from the following schedule, based upon his full
years of Vesting Service:

Amounts allocated to a Participant's Auxco Account shall be invested in such
types of investments as may be permitted by the Committee.

7.5 RETIREMENT SAVINGS PLAN ACCOUNTS. A separate bookkeeping Retirement
Savings Plan Account shall be established and maintained for each Participant
who was a participant in the Retirement Savings Plan which shall reflect the
amounts transferred to this Plan from the Participant's Account in the
Retirement Savings Plan and the investment thereof. Except as hereinafter
provided in this Section 7.5, a Participant's Retirement Savings Plan Account
shall at all times be fully vested and nonforfeitable. Except as otherwise
provided in the Plan, at any relevant time prior to his Normal Retirement
Date, the vested and nonforfeitable percentages of that portion of a
Participant's Retirement Savings Plan Account which is attributable to

<PAGE>

participating company contributions under the Retirement Savings Plan shall
be determined from the following schedule, based upon his full years of
Vesting Service:

Notwithstanding the foregoing, that portion of a Participant's Retirement
Savings Plan Account which is attributable to participating company
contributions under the Retirement Savings Plan during Plan Years prior to
the current Plan Year and the two preceding Plan Years shall at all times be
fully vested and nonforfeitable. Amounts allocated to a Participant's
Retirement Savings Plan Account shall be invested in such types of
investments as may be permitted by the Committee.

7.6 SAVINGS AND SECURITY PLAN ACCOUNTS. A separate bookkeeping Savings
and Security Plan Account shall be established and maintained for each
Participant who was a participant in the Savings and Security Plan which
shall reflect the amounts transferred to this Plan from the Participant's
Account in the Savings and Security Plan and the investment thereof. Except
as hereinafter provided in this Section 7.6, a Participant's Savings and
Security Plan Account shall at all times be fully vested and nonforfeitable.
Except as otherwise provided in the Plan, at any relevant time prior to his
Normal Retirement Date, the vested and nonforfeitable percentages of that
portion of a Participant's Savings and Security Plan Account which is
attributable to participating company contributions under the Savings and
Security Plan shall be determined from the following schedule, based upon his
full years of Vesting Service:

Notwithstanding the foregoing, that portion of a Participant's Savings and
Security Plan Account which is attributable to participating company
contributions under the Savings and Security Plan during Plan Years prior to
the current Plan Year and the two preceding Plan Years shall at all

<PAGE>

times be fully vested and nonforfeitable. Amounts allocated to a
Participant's Savings and Security Plan Account shall be invested in such
types of investments as may be permitted by the Committee.

7.7 CBIS FEDERAL ACCOUNTS. A separate bookkeeping CBIS Federal Account
shall be established and maintained for each Participant who was a
participant in the CBIS Federal Plan which shall reflect the amounts
transferred to this Plan from the Participant's Account in the CBIS Federal
Plan and the investment thereof. Except as hereinafter provided in this
Section 7.7, a Participant's CBIS Federal Account shall at all times be fully
vested and nonforfeitable. Except as otherwise provided in the Plan, at any
relevant time prior to his Normal Retirement Date, the vested and
nonforfeitable percentages of that portion of a Participant's CBIS Federal
Account which is attributable to employer matching contributions and
discretionary contributions under the CBIS Federal Plan shall be determined
from the following schedule, based upon his full years of Vesting Service:

Amounts allocated to a Participant's CBIS Federal Account shall be invested
in such types of investments as may be permitted by the Committee.

7.8 VOLUNTARY CONTRIBUTION ACCOUNTS. A separate bookkeeping Voluntary
Contribution Account shall be established and maintained for each Participant
which shall reflect the voluntary post-tax contributions made by the
Participant under Section 5.5 and the investment thereof. The voluntary
post-tax contributions paid to the Trustee by a Participant shall be
allocated to the Participant's Voluntary Contribution Account as of the date
received by the Trustee. Each Participant's Voluntary Contribution Account
shall at all times be fully vested and non-forfeitable. Amounts allocated to
a Participant's Voluntary Contribution Account shall be invested in such
types of investments as may be permitted by the Committee.

7.9 ISD ACCOUNTS. A separate bookkeeping account shall be established
and maintained for each Participant who was a participant in the ISD
Partnership 401(k) Retirement Savings Plan, which shall reflect the amounts
transferred to the Plan from the Participant's account in the ISD Partnership
401(k) Retirement Savings Plan and the investment thereof. Each
Participant's ISD Account shall at all times be fully vested and
nonforfeitable. Amounts

<PAGE>

allocated to a Participant's ISD Account shall be invested in such types of
investments as may be permitted by the Committee.

7.10 VOTING CINCINNATI BELL SHARES. Before each annual or special
meeting of the shareholders of Cincinnati Bell Inc., the Trustee shall cause
to be sent to each Participant a copy of the proxy solicitation material
therefore, together with a form requesting confidential instructions to the
Trustee on how to vote the number of Cincinnati Bell Shares credited to the
Participant's Plan Accounts. Upon receipt of such instructions, the Trustee
shall vote the Cincinnati Bell Shares as instructed. Instructions received
by the Trustee from individual Participants shall be held in the strictest
confidence and shall not be divulged or revealed to any person, including
officers or employees of any Affiliated Employer. The Trustee shall vote any
Cincinnati Bell Shares for which voting instructions have not been received
in the proportions that it votes the Cincinnati Bell Shares for which voting
instructions have been received.

7.11 VALUATIONS AND ADJUSTMENTS. The Trustee shall value the Trust
assets at their fair market value as of each Valuation Date. Based upon the
results of such valuation, each outstanding Plan Account shall be adjusted to
reflect the increase or decrease thereof, and any applicable contributions,
withdrawals, distributions or forfeitures, since the preceding Valuation Date.

7.12 CONSOLIDATION OF PLAN ACCOUNTS. Except to the extent necessary to
accurately reflect the withdrawal, distribution and investment rights and
vested status of a Participant's Plan Accounts, the Committee may consolidate
two or more of a Participant's Plan Accounts or portions thereof.

7.13 CBIS FEDERAL EMPLOYEES. Notwithstanding any other provision hereof
to the contrary, (a) effective as of the close of business on October 31,
1994, the Plan Accounts of all Participants who are Employees of CBIS Federal
Inc. on that date shall be fully vested and nonforfeitable, (b) if any such
Participant has a loan outstanding from the Plan, such loan shall not become
automatically due and payable prior to January 31, 1995 by reason of the fact
that CBIS Federal Inc. ceased to be an Affiliated Employer on October 31,
1994, provided that such Participant continues to make the principal and
interest payments called for under the terms of such loan and (c) the Plan
Accounts of each Participant who is employed in the Banking Group or the DISK
Group shall become fully vested and nonforfeitable upon the sale of the group
in which he is employed.

<PAGE>
SECTION 8

DISTRIBUTIONS

8.1 GENERAL. Except as otherwise provided in this Section 8 and Section
9, no amount shall be distributed, withdrawn or forfeited with respect to a
Participant's Plan Accounts while he remains an Employee.

8.2 NORMAL RETIREMENT. If a Participant is employed as an Employee on or
after his Normal Retirement Date, his Plan Accounts shall be fully vested and
nonforfeitable. If a Participant ceases to be an Employee on or after his
Normal Retirement Date for any reason other than his death, the Participant's
Plan Accounts shall be distributed to him in one lump sum as of the Valuation
Date coinciding with or next following the date on which he ceases to be an
Employee. Notwithstanding the foregoing, the Plan Accounts of a Participant who
is a 5% owner (as defined in section 416(i)(1) of the Code) of an Affiliated
Employer and who remains in employment shall be distributed as of the last
Valuation Date of the Plan Year in which he attains age 70-1/2 and any assets
allocated to the Participant's Plan Accounts during any subsequent Plan Year
shall be distributed as of the last Valuation Date of such subsequent Plan Year.

8.3 DISABILITY RETIREMENT. A Participant's Plan Accounts shall be fully
vested and nonforfeitable if he ceases to be an Employee prior to his Normal
Retirement Date by reason of a Total Disability. Subject to Section 8.7, if a
Participant ceases to be an Employee prior to his Normal Retirement Date by
reason of a Total Disability, the Participant's Plan Accounts shall be
distributed to him in one lump sum as of the Valuation Date coinciding with or
next following the date on which the Participant ceases to be an Employee.

8.4 DEATH DURING EMPLOYMENT. A Participant's Plan Accounts shall be
fully vested and nonforfeitable if he dies while an Employee. If a Participant
ceases to be an Employee by reason of his death, the Participant's Plan Accounts
shall be distributed to his Beneficiary in one lump sum as of the Valuation Date
coinciding with or next following the date on which the Participant's death
occurs.

8.5 VESTED TERMINATIONS. The Plan Accounts of a Participant who has five
or more years of Vesting Service shall be fully vested and nonforfeitable.
Subject to Section 8.7, if a Participant who has five or more years of Vesting
Service ceases to be an Employee prior to his Normal Retirement Date for any
reason other than his death or Total Disability, the Participant's Plan Accounts
shall be distributed to him in one lump sum as of the Valuation Date coinciding
with or next following the date on which he ceases to be an Employee.

25
<PAGE>

8.6 OTHER TERMINATIONS. Subject to Section 8.7, if a Participant who has
less than five years of Vesting Service ceases to be an Employee for any reason
other than his death or Total Disability, the vested portion of his Plan
Accounts shall be distributed to him in one lump sum, and the forfeitable
portions of his Plan Accounts shall be forfeited, as of the Valuation Date
coinciding with or next following the date on which he ceases to be an Employee.

8.6.1 If distribution of the vested portion of the Participant's
Plan Accounts is deferred under Section 8.7, the forfeitable portions of his
Plan Accounts shall not be forfeited until the earlier of (1) the date on which
the vested portion of his Plan Accounts is distributed and (b) the date on which
he incurs a five year Break in Service (from the date on which he ceased to be
an Employee).

8.6.2 The amount forfeited with respect to his Plan Accounts shall
be restored if the Participant is reemployed as a Covered Employee prior to
incurring a Five Year Break in Service (from the date on which he ceased to be
an Employee) and if he repays to the Trust the amounts previously distributed to
him from his Plan Accounts, provided that such repayment must be made before the
Participant incurs a Five Year Break in Service (from the date on which such
forfeiture occurred).

8.6.3 Restorals under this Section 8.6 shall be made first from
any forfeitures arising in the Plan Year in which the restoral is made and
second from additional Company contributions. Amounts repaid or restored to the
Plan shall be credited to new Plan Accounts, in the name of the Participant, of
the same types as the Plan Accounts from which distributions and forfeitures
were made.

8.7 DEFERRED DISTRIBUTIONS. Notwithstanding any other provision hereof
to the contrary, if the value of the vested portion of a Participant's Plan
Accounts is in excess (or at the time of any prior distribution was in excess)
of $3,500 ($5,000, effective January 1, 1998), distribution of such vested
portion shall not be made before the Participant attains age 70 1/2 without the
Participant's written consent. If the Participant dies after ceasing to be an
Employee but prior to the date on which the vested portion of his Plan Accounts
has been distributed, the vested portion of his Plan Accounts shall be
distributed to his Beneficiary in one lump sum as of the Valuation Date
coinciding with or next following the date on which the Participant's death
occurs. If a distribution is one to which sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30 days after the
notice required under section 1.411(a)-11(c) of the Income Tax Regulations is
given, provided that: (a) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and (b) the
Participant, after receiving the notice, affirmatively elects a distribution.

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<PAGE>

8.8 REEMPLOYMENT. If a Participant who ceased to be an Employee is
reemployed as an Employee prior to the date as of which his Plan Accounts are to
be distributed or forfeited, his Plan Accounts shall not be distributed or
forfeited by reason of such cessation of employment.

8.9 FORM OF DISTRIBUTION. To the extent that a Plan Account is invested
in investments other than Cincinnati Bell shares, distributions from that Plan
Account shall be in cash. To the extent that a Plan Account is invested in
Cincinnati Bell shares, distributions with respect to that Plan Account shall be
in Cincinnati Bell Shares or, if the recipient so elects, in cash.

8.10 ALTERNATE PAYEES. In the case of a person who is determined by the
Committee to be an alternate payee (within the meaning of section 414(p)(8) of
the Code) with respect to the vested portion of one or more of a Participant's
Plan Accounts, unless the qualified domestic relations order applicable to the
Participant's Plan Accounts otherwise provides, the alternate payee may elect,
with respect to the alternate payee's interest in the vested portion of the
Participant's Plan Accounts, to have such interest distributed to the alternate
payee in one lump sum as soon as practical after the alternate payee is
determined to be an alternate payee. Any election under the preceding sentence
must be made within 90 days after the date on which the alternate payee is
determined to be an alternate payee. Notwithstanding the foregoing, if the
value of the alternate payee's interest in the Participant's Plan Accounts is
not in excess of $3,500, the vested portion of such interest shall be
distributed to the alternate payee as soon as practicable after the alternate
payee is determined to be an alternate payee.

8.11 AUXCO ACCOUNTS. If a Participant's Plan Accounts include an Auxco
Account and if the value of the vested portion of the Participant's Plan
Accounts is at least $3,500, any distribution with respect to his Plan Accounts
shall be subject to the provision of this Section 8.11.

8.11.1 Distribution of the vested portion of his Plan Accounts
shall be in one lump sum payment, at least annual installments or through the
purchase and distribution of an annuity contract as the Participant or his
Beneficiary (as the case may be) may elect.

8.11.2 If the Participant elects an annuity contract, such annuity
contract shall provide monthly payments (a) if the Participant is unmarried, for
the life of the Participant or (b) if the Participant is married, for the life
of the Participant and, if the Participant's spouse is then living, continuing
for the life of the Participant's spouse at 50% of the monthly amount payable
during their joint lives unless the Participant otherwise elects in accordance
with Section 8.15.

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<PAGE>

8.11.3 If the Participant's Plan Accounts are not 100% vested, the
vested portion of his Plan Accounts shall not be distributed until the
Participant incurs a five-year Break in Service unless the Participant has
elected to receive such distribution in one lump sum payment.

8.12 SAVINGS AND SECURITY PLAN ACCOUNTS. If a Participant's Plan Accounts
include a Savings and Security Plan Account and if distribution of the vested
portion of his Plan Accounts is being made by reason of the Participant's
retirement or Total Disability, he may elect to have his Plan Accounts
distributed in up to 20 annual installments or through the purchase and
distribution of an annuity contract which is not contingent on the survival of
the Participant.

8.13 CBIS FEDERAL ACCOUNTS. If a Participant's Plan Accounts include a
CBIS Federal Account and if the value of the vested portion of the Participant's
Plan Account is at least $3,500, any distribution with respect to his Plan
Accounts shall be subject to the provisions of this Section 8.13.

8.13.1 Distribution of the vested portion of his Plan Accounts
shall be in one lump sum payment, at least annual installments or through the
purchase and distribution of an annuity contract as the Participant or his
Beneficiary (as the case may be) may elect.

8.13.2 If the Participant elects an annuity contract, such annuity
contract shall provide monthly payments (a) if the Participant is unmarried, for
the life of the Participant or (b) if the Participant is married, for the life
of the Participant and, if the Participant's spouse is then living, continuing
for the life of the Participant's spouse at 50% of the monthly amount payable
during their joint lives unless the Participant otherwise elects in accordance
with Section 8.15.

8.13.3 If the Participant's Plan Accounts are not 100% vested, the
forfeitable portion of his Plan Accounts shall not be forfeited until the
Participant incurs a five-year Break in Service unless the Participant has
elected to receive the entire vested portion of his Plan Accounts. If the
Participant's Plan Accounts are not 100% vested and if the Participant elects to
receive a distribution of less than the entire vested portion of his Plan
Accounts prior to incurring a five-year Break in Service, the forfeitable
percentage of the Participant's Plan Accounts shall not be forfeited until he
incurs a five-year Break in Service and at any relevant time after the
distribution, the vested percentage of that portion of his Plan Accounts derived
from Company contributions shall be determined from the formula - P(AB + (R x D)
- - (R x D)) where "P" is the Participant's current vesting percentage; "AB" is
that portion of the Participant's Plan Account derived from Company
contributions, "R" is the ratio of "AB" to that portion of the Participant's
Plan Account derived from Company contributions immediately following the
earlier distribution and "D" is the amount of the earlier distribution.

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<PAGE>

8.14 DISTRIBUTION REQUIREMENTS. The provisions of this Section 8.14 shall
apply to any distribution from a Participant's Plan Accounts and will have
precedence over any inconsistent provisions of the Plan.

8.14.1 All distributions required under this Section 8.14 shall be
determined and made in accordance with the Proposed Regulations under Section
401(a)(9) of the Code, including the minimum distribution incidental benefit
requirement of section 1.401(a)(9)-2 of the proposed regulations.

8.14.2 The entire vested interest of a Participant must be
distributed or begin to be distributed no later than the Participant's required
beginning date.

8.14.3 As of the first distribution calendar year, distributions,
if not made in a single-sum, may only be made over one of the following periods
(or a combination thereof):

(a) the life of the Participant,

(b) the life of the Participant and a designated
beneficiary,

(d) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated beneficiary.

8.14.4 If the Participant's vested interest is to be distributed in
other than single sum, the following minimum distribution rules shall apply on
or after the required beginning date:

(a) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated beneficiary or (ii) a period not extending beyond the life expectancy
of the designated beneficiary, the amount required to be distributed for each
calendar year, beginning with the distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's benefit by the applicable life expectancy.

(b) The amount to be distributed each year, beginning with
distributions for the first distribution calendar year, shall not be less than
the quotient obtained by dividing the Participant's benefit by the lesser of (i)
the applicable life expectancy or (ii) if the Participant's spouse is not the
designated beneficiary, the applicable divisor determined from the

29
<PAGE>

table set forth in Q&A-4 of section 1.401(a)(9)-2 of the Proposed Regulations.
Distributions after the death of the Participant shall be distributed using the
applicable life expectancy in Section 8.14.4(a) above as the relevant divisor
without regard to proposed regulations section 1.401(a)(9)-2.

(c) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar year.

(d) If the Participant's benefit is distributed in the form
of an annuity purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of section 401(a)(9) of the
Code and the proposed regulations thereunder.

8.14.5 If the Participant dies after distribution of his interest
begins, distribution of the Participant's entire vested interest shall be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death except to the extent that an election is made to
receive distributions in accordance with (a) or (b) below:

(a) if any portion of the Participant's interest is
payable to a designated beneficiary, distributions may be made over the life
or over a period certain not greater than the life expectancy of the
designated beneficiary commencing on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died;
and

(b) if the designated beneficiary is the Participant's
surviving spouse, the date distributions are required to begin in accordance
with (a) above shall not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the
Participant died and (ii) December 31 of the calendar year in which the
Participant would have attained age 70-1/2.

If the Participant has not made an election pursuant to this Section 8.14.5 by
the time of his or her death, the Participant's designated beneficiary must
elect the method of distribution no later than the earlier of (i) December 31 of
the calendar year in which distributions would be required to begin under this
section, or (ii) December 31 of the calendar year which contains he fifth
anniversary of the date of death of the Participant. If the Participant has no
designated beneficiary, or if the beneficiary does not elect a method of
distribution, distribution of the Participant's entire vested interest must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death.

30
<PAGE>

8.14.6 For purposes of Section 8.14.5, if the surviving spouse dies
after the Participant, but before payments to such spouse begin, the provisions
of Section 8.14.5, with the exception of paragraph (b) therein, shall be applied
as if the surviving spouse were the Participant.

8.14.7 For purposes of Section 8.14.5, any amount paid to a child
of the Participant will be treated as if it had been paid to the surviving
spouse if the amount becomes payable to the surviving spouse when the child
reaches the age of majority.

8.14.8 For purposes of this Section 8.14.5, distribution of a
Participant's interest is considered to begin on the Participant's required
beginning date (or, if Section 8.14.6 above is applicable, the date distribution
is required to begin to the surviving spouse pursuant to Section 8.14.5). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the distribution is considered to begin is
the date distribution actually commences.

8.14.9 For purposes of Section 8.14:

(a) "Applicable life expectancy" means the life
expectancy (or joint and last survivor expectancy) calculated using the
attained age of the Participant (or designated beneficiary) as of the
Participant's (or designated beneficiary's) birthday in the applicable
calendar year reduced by one for each calendar year which has elapsed since
the date life expectancy was first calculated. If life expectancy is being
recalculated, the applicable life expectancy shall be the life expectancy as
so recalculated. The applicable calendar year shall be the first
distribution calendar year, and if life expectancy is being recalculated such
succeeding calendar year.

(b) "Designated beneficiary" means the individual who is
designated as the Beneficiary under the Plan in accordance with section
401(a)(9) and the proposed regulations thereunder.

(c) "Distribution calendar year" means a calendar year
for which a minimum distribution is required. For distributions beginning
before the Participant's death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions beginning after the
Participant's death, the first distribution calendar year is the calendar
year in which distributions are required to begin pursuant to Section 8.14.2.

(d) "Life expectancy" and "joint and last survivor
expectancy" are computed by use of the expected return multiples in Tables V
and VI of section 1.72-9 of the income tax regulations.

31
<PAGE>

(e) "Participant's benefit" means:

(i) The account balance as of the last valuation date in
the calendar year immediately preceding the distribution calendar year
(valuation calendar year) increased by the amount of any contributions or
forfeitures allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by distributions made in
the valuation calendar year after the valuation date.

(ii) For purposes of paragraph (i) above, if any portion of
the minimum distribution for the first distribution calendar year is made in
the second distribution calendar year on or before the required beginning date,
the amount of the minimum distribution made in the second distribution calendar
year shall be treated as if it had been made in the immediately preceding
distribution calendar year.

(f) "Required beginning date" means the first day of April of
the calendar year following the calendar year in which the Participant attains
age 70-1/2.

8.15 WAIVER ELECTION. For purposes of Sections 8.11.2 and 8.13.2, not
earlier than 90 days, but not later than 30 days, before the date on which
Participant's Plan Accounts are distributed, the Committee shall provide the
Participant a written explanation of the terms and conditions of the annuities
available under Section 8.11.2 or 8.11.3 (as the case may be), the
Participant's right to make, and the effect of, an election to waive such form
of annuity, the rights of the Participant's spouse regarding the waiver
election and the Participant's right to make, and the effect of, a revocation
regarding the waiver election. The Plan does not limit the number of times the
Participant may revoke a waiver of such form of annuity or make a new waiver
during the election period.

8.15.1 A married Participant's waiver election is not valid unless
(a) the Participant's spouse (to whom the survivor annuity is payable under
Section 8.11.2 or 8.13.2, as the case may be), after the Participant has
received the written explanation described in this Section 8.15, has consented
in writing to the waiver election, the spouse's consent acknowledges the effect
of the election, and a notary public or a Plan representative witnesses the
spouse's consent, (b) the spouse consents to the alternate form of payment
designated by the Participant or to any change in that designated form of
payment, and (c) unless the spouse is the Participant's sole primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's
consent to a waiver of the qualified joint and survivor annuity is irrevocable,
unless the Participant revokes the waiver election. The spouse may execute a
blanket consent to any form of payment designation or to any Beneficiary
designation made by the Participant, if the spouse acknowledges the right to
limit that consent to a specific designation but, in writing, waives that right.

32
<PAGE>

8.15.2 The Committee will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Committee establishes
the Participant does not have a spouse, the Committee is not able to locate the
Participant's spouse, the Participant is legally separated or has been abandoned
(within the meaning of State law) and the Participant has a court order to that
effect, or other circumstances exist under which the Secretary of the Treasury
will excuse the consent requirement. If the Participant's spouse is legally
incompetent to give consent, the spouse's legal guardian (even if the guardian
is the Participant) may give consent.

8.16 DIRECT ROLLOVERS. Effective January 1, 1993, any Participant or
Beneficiary who is entitled to receive a distribution from the Plan in the form
of an eligible rollover distribution may elect to have part or all of such
distribution paid directly to an eligible retirement plan. Any election under
this Section 8.16 shall be made on forms furnished and in the manner prescribed
by the Committee. Notwithstanding the foregoing, the minimum amount which a
Participant or Beneficiary may elect to have paid to an eligible retirement
plan is (a) $200.00, if the entire eligible rollover distribution is being
paid to the eligible retirement plan or (b) $500.00, if less than the entire
eligible rollover distribution is being paid to the eligible retirement plan.
For purposes of this Section 8.16, "eligible rollover distribution" means any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the Code; and the portion
of any distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to
employer securities). For purposes of this Section 8.16, "eligible retirement
plan" means an individual retirement account described in section 408(a) of the
Code, an individual retirement annuity described in section 408(b) of the Code,
an annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.

8.17 MISSING PARTICIPANTS. If a Participant or Beneficiary who is
entitled to receive a distribution under the Plan cannot be located within six
months, after such investigation as the Committee deems appropriate, the amount
otherwise distributable to such Participant or Beneficiary shall thereupon be
forfeited; provided that if such Participant or Beneficiary thereafter makes a
claim for the amount forfeited hereunder, the amount so forfeited (unadjusted
for any gains or losses occurring subsequent to the date of the forfeiture)
shall be restored to the Trust through additional Company contributions and
paid to the Participant or Beneficiary.

<PAGE>

SECTION 9

WITHDRAWALS DURING EMPLOYMENT; LOANS

9.1 WITHDRAWALS AFTER NORMAL RETIREMENT DATE. Subject to such rules as
the Committee may prescribe, a Participant who is an Employee may elect to
withdraw from his Plan Accounts, on or after his Normal Retirement Date, any
amount he may designate which is not less than $500 (unless the Participant is
withdrawing the entire balance in his Plan Accounts). No Participant may elect
to make more than two withdrawals in any Plan Year. All withdrawals shall be in
cash.

9.2 WITHDRAWALS PRIOR TO NORMAL RETIREMENT DATE. Subject to such rules as
the Committee may prescribe, a Participant who is an Employee may elect to make
withdrawals from his Plan Accounts, prior to his Normal Retirement Date, in
accordance with the provisions of this Section 9.2.

9.2.1 A Participant whose Plan Accounts include amounts
attributable to rollover contributions described in section 402(c)(5), 403(a)(4)
or 408(d)(3) of the Code or voluntary post-tax contributions may elect to
withdraw any portion of such amounts; provided that any such withdrawal from a
CBIS Federal Account shall be subject to the provisions of Section 8.13.

9.2.2 A Participant whose Plan Accounts include amounts
attributable to salary deferral contributions under section 401(k) of the Code
may elect to withdraw any portion of such amounts (other than income earned on
such contributions after December 31, 1988); provided, however, that (a) he may
not elect to make a withdrawal under this Section 9.2.2 unless he demonstrates
to the satisfaction of the Committee that such withdrawal is necessary to
alleviate a Hardship, (b) he may not elect to withdraw more than the amount
needed to alleviate the Hardship. For purposes hereof, "Hardship" means an
immediate and heavy financial need of the Participant or his dependents because
of sickness, disability, or other financial emergency, but only to the extent
consistent with section 401(k) of the Code and any regulations issued by the
Secretary of the Treasury thereunder. The determination of whether a
Participant has incurred a "Hardship" shall be made on the basis of all relevant
facts and circumstances. A financial need shall not fail to qualify merely
because it was reasonably foreseeable or voluntarily incurred. A distribution
for any of the following needs shall be deemed to be made on account of
Hardship: (a) medical expenses described in section 213(d) of the Code incurred
by the Participant, the Participant's spouse or any dependent of the Participant
(as defined in section 152 of the Code), (b) purchase (excluding mortgage
payments) of a principal residence of the Participant, (c) payment of tuition
for the next twelve months of post-secondary education for

<PAGE>

the Participant, his or her spouse, children or dependents, and (d) the need
to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence. In the
event of a withdrawal from a Participant's Plan Accounts under this Section
9.2.2, the Participant's elective contributions and employee contributions
(within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)(iii)) to the Plan
and all other plans maintained by any Affiliated Employer shall be suspended
for 12 months after the withdrawal and the Participant's elective
contributions (within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)
(iii)) to this Plan and all other plans maintained by any Affiliated Employer
for the calendar year immediately following the calendar year in which the
withdrawal occurs may not exceed the applicable limit under section 402(g) of
the Code for the calendar year immediately following the calendar year in
which the withdrawal occurs less the amount of such elective contributions
for the calendar year in which the withdrawal occurs.

9.2.3 A Participant who has a Retirement Savings Plan Account or
Savings and Security Plan Account may elect to withdraw any portion of such
Account which is attributable to participating company contributions for years
other than the Plan Year in which the withdrawal is being made and the two
preceding Plan Years.

9.2.4 Unless the Participant is electing to withdraw all amounts
available at the time under Section 9.2.1, 9.2.2 and 9.2.3, the minimum amount
which the Participant may withdraw at any time shall be $500. No Participant
may elect to make more than two withdrawals in any Plan Year. All withdrawals
shall be in cash.

9.3 LOANS. Subject to the provisions of this Section 9.3 and to such
other uniform and nondiscriminatory rules as may be adopted by the Committee
(which rules are incorporated herein by reference), a Participant who is a party
in interest (within the meaning of section 3(14) of ERISA) may, with the consent
of the Committee, borrow from his Plan Accounts.

9.3.1 The minimum amount a Participant may borrow is $1,000. The
maximum amount a Participant may borrow is the lesser of: (a) 50% of the value
of the vested (nonforfeitable) portion of the Participant's Plan Accounts or (b)
$50,000 reduced by the highest outstanding balance of loans from the
Participant's Plan Accounts (and from any other qualified plan maintained by an
Affiliated Employer) during the one year period ending on the day before the
date the loan is made.

9.3.2 No Participant may have more than two loans outstanding at
any time. No Participant may borrow from his Plan Accounts more than twice in
any Plan Year.

9.3.3 Each loan shall bear a reasonable rate of interest (as
determined by the Committee) and shall be secured by the loaned portion of the
Participant's Plan Accounts. The minimum term of any loan shall be one year and
the maximum term of any loan shall be five

<PAGE>

years (fifteen years in the case of where the loan is used to acquire the
Participant's principal residence). (For the purpose of this Section 9.3.3,
the term of the loan will commence with the first day of the month in which
the loan proceeds are paid to the Participant.) Substantially equal
amortization of the loan (with payments not less frequently than monthly)
shall be required.

9.3.4 Any amounts borrowed from a Plan Account shall be deemed to
be made pro rata from the various types of investments (other than loans) of the
Plan Account.

9.3.5 Loan principal and interest payments must be made through
payroll deductions, beginning with the first paycheck of the month following the
month in which the loan proceeds are paid to the Participant; provided that the
Participant may prepay the entire outstanding balance on a loan at any time
after six months. Loan principal and interest payments shall be credited to the
Plan Account from which the loan was made. To the extent that the Participant
directs the investment of the Plan Account from which the loan was made, loan
payments to such Plan Account shall be invested according to the Participant's
investment direction in effect at the time of payment.

9.3.6 If the Participant ceases to be an Employee for any reason
(including death), the remaining balance on each outstanding loan shall become
immediately due and payable and shall be satisfied through a distribution from
the Participant's Plan Accounts under Section 8. If the Participant's pay is
insufficient to cover the loan payments due for a period of three months or if
the Participant's payroll deductions for loan payments are reduced or suspended
for any reason, unless arrangements for manual payments (satisfactory to the
Committee) are made, the remaining balance on each outstanding loan shall become
immediately due and payable and shall be satisfied through a withdrawal from the
Participant's Plan Accounts under Section 9.1.

9.3.7 The Committee, in its discretion, may establish such loan
fees and prescribe such additional terms and conditions for loans as it deems
necessary or appropriate.

9.4 TRANSFER TO RELATED PLANS. For purposes of this Section 9.4, "Related
Plan" means the Retirement Savings Plan, the Savings and Security Plan and the
MATRIXX Marketing Inc. Profit Sharing/401(k) Plan. If a Participant in this
Plan becomes a participant in a Related Plan, the Participant may elect to have
the amounts in the Participant's Plan Accounts transferred to the Participant's
account in the Related Plan. Thereafter, the amounts transferred to the Related
Plan shall be governed entirely by the terms of the Related Plan. If the
amounts in a Participant's Plan Accounts are transferred to the Related Plan, in
accordance with the provisions of this Section 9.4, the Trustee shall transfer
such amounts in cash or in kind to the trustee of the Related Plan as soon as
practicable after such value has been determined. Notwithstanding the
foregoing, a Participant may not elect to transfer any Auxco Account or CBIS
Federal Account without the prior consent of the sponsor of the Related Plan.
Effective April 1, 1994, if a

<PAGE>

Participant in this Plan becomes a participant in a Related Plan, his Account
under this Plan shall thereupon become fully vested and nonforfeitable.

SECTION 10

TOP-HEAVY PROVISIONS

10.1 GENERAL. If the Plan is or becomes Top-Heavy in any Plan Year, the
provisions of this Section 10 will supersede any conflicting provisions in the
Plan.

10.2 DEFINITIONS. For purposes of this Section 10, the following terms
shall have the meanings hereinafter set forth unless the context otherwise
requires:

10.2.1 "Key Employee" means any Employee or former Employee (and
the beneficiaries of any such Employee) who at any time during the Determination
Period was an officer of an Affiliated Employer if such individual's annual
compensation exceeds 50% of the dollar limitation under section 415(b)(1)(A) of
the Code, an owner (or considered an owner under section 318 of the Code) of one
of the ten largest interests in an Affiliated Employer if such individual's
compensation exceeds 100% of the dollar limitation under section 415(c)(1)(A) of
the Code, a 5-percent owner of an Affiliated Employer or a 1-percent owner of an
Affiliated Employer who has an annual compensation of more than $150,000. The
"Determination Period" is the Plan Year containing the Determination Date and
the four preceding Plan Years. The determination of who is a Key Employee will
be made in accordance with section 416(i)(1) of the Code and the regulations
thereunder. For purposes of this Section 10.2.1, compensation from all
Affiliated Employers shall be aggregated.

10.2.2 For any Plan Year, this Plan is "Top-Heavy" if any of the
following conditions exists:

(a) If the Top-Heavy Ratio for this Plan exceeds 60% and this
Plan is not part of any Required Aggregation Group or Permissive Aggregation
Group of plans,

(b) If this Plan is a part of a Required Aggregation Group of
plans (but not part of a Permissive Aggregation Group) and the Top-Heavy Ratio
for the Required Aggregation Group of plans exceeds 60%, or

(c) If this Plan is a part of a Required Aggregation Group and a
Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.

<PAGE>

10.2.3 If an Affiliated Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and an
Affiliated Employer has not maintained any defined benefit plan which during the
5-year period ending on the Determination Date(s) has or has had accrued
benefits, the Top-Heavy Ratio for this Plan alone or for the Required or
Permissive Aggregation Group, as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date(s) (including any part of any account balances distributed in
the 5-year period ending on the Determination Date(s)), and the denominator of
which is the sum of all account balances (including any part of any account
balance distributed in the 5-year period ending on the Determination Date(s)),
determined in accordance with section 416 of the Code and the regulations
thereunder. Both the numerator and the denominator of the Top-Heavy Ratio are
adjusted to reflect any contributions not actually made as of the Determination
Date, but which are required to be taken into account on that date under section
416 of the Code and the regulations thereunder.

10.2.4 If an Affiliated Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and an
Affiliated Employer maintains or has maintained one or more defined benefit
plans which during the 5-year period ending on the Determination Date(s) has or
has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive
Aggregation Group, as appropriate, is a fraction, the numerator of which is the
sum of account balances under the aggregate defined contribution plan or plans
for all Key Employees, determined in accordance with 10.2.3 above, and the
present value of accrued benefits under the aggregated defined benefit plan or
plans for all Key Employees as of the Determination Date(s), and the denominator
of which is the sum of the account balances under the aggregated defined
contribution plan or plans for all participants, determined in accordance with
10.2.3 above, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all participants as of the Determination
Date(s), all determined in accordance with section 416 of the Code and the
regulations thereunder. The accrued benefits under a defined benefit plan in
both the numerator and denominator of the Top-Heavy Ratio are adjusted for any
distribution of an accrued benefit made in the 5-year period ending on the
Determination Date.

10.2.5 For purposes of Sections 10.2.3 and 10.2.4, the value of
account balances and the present value of accrued benefits will be determined as
of the most recent Valuation Date that falls within or ends with the 12-month
period ending on the Determination Date, except as provided in section 416 of
the Code and the regulations thereunder for the first and second Plan Years of a
defined benefit plan. The account balances and accrued benefits of a
Participant (1) who is not a Key Employee but who was a Key Employee in a prior
year, or (2) who has not performed any services for any Affiliated Employer at
any time during the 5-year period ending on the Determination Date will be
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken into account, will be made in

<PAGE>

accordance with section 416 of the Code and the regulations thereunder.
Deductible employee contributions will not be taken into account for purposes
of computing the Top-Heavy Ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated with reference to
the Determination Dates that fall within the same calendar year.
Distributions made from a terminated plan during the 5-year period ending on
the Determination Date shall be taken into account for purposes of Sections
10.2.3 and 10.2.4 if the terminated plan would have been required to be
included in an Aggregation Group if it had not been terminated.

10.2.6 "Permissive Aggregation Group" means the Required
Aggregation Group of plans plus any other plan or plans of any Affiliated
Employer which, when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of sections 401(a)(4) and 410 of the
Code.

10.2.7 "Required Aggregation Group" means (1) each qualified plan
of any Affiliated Employer in which at least one Key Employee participates, and
(2) any other qualified plan of an Affiliated Employer which enables a plan
described in (1) to meet the requirements of section 401(a)(4) or 410 of the
Code.

10.2.8 "Determination Date" means (1) for any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan Year and (2) for the
first Plan Year of the Plan, the last day of that year.

10.2.9 "Valuation Date" means the last business day of each Plan
Year.

10.2.10 For purposes of establishing "Present Value" to compute the
Top-Heavy Ratio, any benefit shall be discounted only for mortality and interest
based on the following: (1) Interest Rate, 6%; (2) Mortality table, the Unisex
Pension Table for 1984.

10.3 MINIMUM CONTRIBUTIONS. Notwithstanding any other provision in this
Plan except 10.3.2 below, for any Plan Year in which this Plan is Top-Heavy, the
Company contributions (other than Salary Deferral Contributions) and forfeitures
allocated on behalf of any Participant who is not a Key Employee but who is an
Employee on the last day of such Plan Year shall not be less than the lesser of
3% of such Participant's compensation as an Employee, or in the case where the
Company has no defined benefit plan which designates this Plan to satisfy
section 401 of the Code, the largest percentage of Participating Employer
contributions (including Salary Deferral Contributions) and forfeitures, as a
percentage of the first $200,000 (or such greater amount as may be permitted
under section 401(a)(17) of the Code) of the Key Employee's compensation,
allocated on behalf of any Key Employee for that Year. The minimum allocation
is determined without regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation, or would
have received a lesser allocation for the year because

<PAGE>

of (i) the Participant's failure to complete 1,000 hours of service (or any
equivalent provided in the Plan), or (ii) the Participant's failure to make
mandatory employee contributions to the Plan, or (iii) compensation less than
a stated amount.

10.3.1 For purposes of computing the minimum allocation,
"compensation" means Compensation within the meaning of that term as used in
Section 6.5.

10.3.2 For purposes of computing the minimum allocation, Affiliated
Employer contributions and forfeitures allocated under any other defined
contribution plan of an Affiliated Employer, in which any Key Employee
participates or which enables another defined contribution plan (in which a Key
Employee participates) to meet the requirements of section 401(a)(4) or 410 of
the Code, shall be considered contributions and forfeitures allocated under this
Plan. In the case of any non-Key Employee Participant who is also a participant
in any defined benefit plan of an Affiliated Employer which designates this Plan
to satisfy section 401 of the Code, the foregoing provisions of this Section
10.3 shall be applied, but with 7-1/2% substituted for 3%.

10.3.3 The minimum allocation required (to the extent required to
be nonforfeitable under section 416(b)) may not be suspended or forfeited under
sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.

10.3.4 For purposes of this Section 10.3, the term "Participant" shall
include, with respect to any Plan Year, any Employee who is an Eligible Employee
(within the meaning of Section 6.9) with respect to such Plan Year.

10.4 MINIMUM VESTING. Commencing on the first day of the first Plan Year
in which the Plan becomes Top-Heavy, with respect to any Participant who
performs at least one Hour of Service on or after such date, the Plan Accounts
of each such Participant who has been credited with at least two years of
Vesting Service shall be fully vested and nonforfeitable.

10.5 ADJUSTMENTS TO SECTION 415 LIMITATIONS. In any Plan Year in
which the Plan is Top-Heavy, the denominators of the defined benefit plan
fraction and defined contribution plan fraction in section 415 of the Code shall
be computed using 100% of the dollar limitation instead of 125%.

<PAGE>

SECTION 11

ADMINISTRATION OF THE PLAN

11.1 APPOINTMENT OF COMMITTEE. The general administration of the Plan and
the responsibility for carrying out its provisions shall be placed in a
Committee of such number of members as may be fixed by CBIS who shall be
appointed from time to time by and serve at the pleasure of CBIS. Any person
who is appointed as a member of the Committee shall signify his acceptance by
filing a written acceptance with CBIS. A member of the Committee may resign by
delivering his written resignation to CBIS and such resignation shall become
effective upon the date specified therein or the date of receipt, whichever is
later.

11.2 SERVICE OF PROCESS. Unless another person has been appointed by CBIS
to serve as agent for receipt of legal process with respect to the Plan, the
Committee shall be the agent for receipt of legal process with respect to the
Plan.

11.3 COMPENSATION OF COMMITTEE. The members of the Committee shall not
receive compensation for their services as such, and except as required by law,
no bond or other security need be required of them in such capacity in any
jurisdiction.

11.4 RULES OF PLAN. Subject to the limitations of the Plan, the Committee
may, from time to time, establish rules for the administration of the Plan and
the transaction of its business. The Committee may correct errors, however
arising, and, as far as possible, adjust any benefit payments accordingly. The
determination of the Committee as to the interpretation of the provisions of the
Plan or any disputed question shall be conclusive upon all interested parties.

11.5 NAMED FIDUCIARY. The Committee shall be a named fiduciary of the Plan
with respect to all matters entrusted to it under the terms of the Plan and the
Trust. The Committee shall determine the financial needs of the Plan, from time
to time, in light of the objectives of the Plan and the requirements of ERISA
and shall communicate such information to each Employer and the Trustees.

11.6 AGENTS AND EMPLOYEES. The Committee may authorize one or more agents
to execute or deliver any instrument. The Committee may appoint or employ such
agents, counsel (including counsel of any Affiliated Employer or the Trustee),
auditors (including auditors of any Affiliated Employer or the Trustee),
physicians, clerical help and actuaries as in its judgment may seem reasonable
or necessary for the proper administration of the Plan, and the Committee may
certify to the Trustee the expenses chargeable to the Trust for such services.

<PAGE>

11.7 RECORDS. The Committee shall maintain accounts showing the fiscal
transactions of the Plan and shall keep, in convenient form, such data as may be
necessary for valuation of the assets and liabilities of the Plan. The
Committee shall prepare and submit annually to CBIS a report showing in
reasonable detail the assets and liabilities of the Plan, and giving a brief
account of the operation of the Plan for each Plan Year.

11.8 DELEGATION OF AUTHORITY. The Committee may, by resolution, delegate
to any person or persons any or all of its rights and duties hereunder. Any
such delegation shall be valid and binding on all persons, and the person or
persons to whom authority has been delegated shall, upon written acceptance of
such authority, have full power to act in all matters so delegated until the
authority expires by its terms or is revoked by the Committee.

11.9 BENEFIT CLAIMS. In the event that the Committee denies, in whole or
in part, any claim for benefits under the Plan, the Committee shall promptly
notify the claimant in writing of such denial, setting forth the specific
reasons for such denial, and afford the claimant a reasonable opportunity for a
full and fair review of his claim. The Committee shall establish rules and
procedures for reviewing claims which are consistent with this Section and with
any regulations issued by the Secretary of Labor under section 503 of ERISA, as
such section now exists or is hereafter amended or renumbered.

11.10 ELIGIBILITY. The members of the Committee shall not be precluded
from becoming Participants in the Plan if they are otherwise eligible.

11.11 NON-DISCRIMINATION. All determinations required of any
Affiliated Employer and the Committee hereunder shall be made in accordance with
the provisions hereof and in accordance with other standards and policies
adopted by the Affiliated Employer or the Committee, which standards and
policies shall be consistently observed and applied in a nondiscriminatory
manner to all Employees similarly situated.

11.12 INDEMNIFICATION. CBIS shall indemnify each member of the
Committee for all expenses and liabilities (including reasonable attorney's
fees) arising out of the administration of the Plan, other than any expenses or
liabilities resulting from the member's own gross negligence or willful
misconduct. The foregoing right of indemnification shall be in addition to any
other rights to which the members of the Committee may be entitled as a matter
of law.

<PAGE>

SECTION 12

MANAGEMENT OF ASSETS

All assets of the Plan shall be held in the Trust for the exclusive benefit
of the Participants and their Beneficiaries. Except as to the costs and
expenses of the Plan and Trust not otherwise provided for and except as
otherwise provided herein, in no event shall it be possible for any of the
assets of the Plan to be used for, or diverted to purposes other than for the
exclusive benefit of the Participants and their Beneficiaries. No person shall
have any interest in or right to any part of the assets of the Plan, except as
and to the extent provided in the Plan and the Trust.

SECTION 13

AMENDMENT AND TERMINATION

13.1 AMENDMENT. CBIS reserves the right to amend the Plan either
retroactively or prospectively, conditionally or absolutely; provided that CBIS
shall have no right to amend the Plan in such manner as would cause or permit
any part of the assets of the Trust to be used for or diverted to purposes other
than for the exclusive benefit of the Participants and their Beneficiaries;
provided, further, that no amendment may be adopted changing any vesting
schedule unless the nonforfeitable percentage of each Participant's Plan
Accounts (determined as of the later of the date such amendment is adopted or
the date such amendment becomes effective) is equal to or greater than such
nonforfeitable percentage computed without regard to such amendment. If an
amendment is adopted which changes any vesting schedule under the Plan, each
Participant who has been credited with three years of service may elect to have
his nonforfeitable percentage computed under the Plan without regard to such
amendment. The period during which such election may be made shall begin on the
date the amendment is adopted and shall end on the latest of: (a) the 60th day
after the day the amendment is adopted; (b) the 60th day after the day the
amendment becomes effective; or (c) the 60th day after the day the Participant
is issued written notice of the amendment. No amendment shall eliminate an
optional form of distribution. The case of an amendment required to maintain
the qualified status of the Plan or which does not materially increase the cost
of the Plan, the Committee may exercise the powers reserved to CBIS under this
Section 13.1.

13.2 TERMINATION. CBIS reserves the right to terminate the Plan, in whole
or in part, either retroactively or prospectively, conditionally or absolutely.
In the event of the termination or partial termination of the Plan or the
permanent discontinuance of Company contributions to

<PAGE>

the Plan, the Plan Accounts of all affected Participants shall be fully
vested and nonforfeitable. To the extent permitted by law, if the Plan is
terminated, each Participant's Plan Accounts shall be distributed to him or
his Beneficiary, as the case may be, as soon as practicable thereafter.

SECTION 14

MERGERS AND CONSOLIDATIONS

Notwithstanding any other provision hereof to the contrary, in no event
shall the Plan be merged or consolidated with any other plan, nor shall any of
the assets or liabilities of the Plan be transferred to any other plan, unless
each Participant and Beneficiary would (if the transferee or surviving plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

SECTION 15

NON-ALIENATION OF BENEFITS

No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, nor shall any such benefit be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the person entitled to
such benefit.

SECTION 16

MISCELLANEOUS

16.1 DELEGATION. Any matter or thing to be done by any Affiliated Employer
shall be done by its Board of Directors, except that, from time to time, the
Board by resolution may delegate to any person or committee certain of its
rights and duties hereunder. Any such delegation shall be valid and binding on
all persons and the person or committee to whom or which authority is delegated
shall have full power to act in all matters so delegated until the authority
expires by its terms or is revoked by the Board.

16.2 PLAN ADMINISTRATOR AND SPONSOR. CBIS shall be the "Plan
Administrator" and "Sponsor" of the Plan within the meaning of those terms as
used in ERISA.

<PAGE>

16.3 APPLICABLE LAW. The Plan shall be governed by the laws of the State
of Ohio and applicable federal law.

16.4 SEVERABILITY OF PROVISIONS. If any provision of the Plan is held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, and the Plan shall be construed and enforced as if
such provision had not been included.

16.5 HEADINGS. Headings used throughout the Plan are for convenience only
and shall not be given legal significance.

16.6 COUNTERPARTS. The Plan may be executed in any number of counterparts,
each of which shall be deemed an original. All counterparts shall constitute
one and the same instrument, which shall be sufficiently evidenced by any one
thereof.

IN WITNESS WHEREOF, Cincinnati Bell Information Systems Inc. has caused its
name to be subscribed as of October 22, 1997.

CINCINNATI BELL INFORMATION
SYSTEMS INC.

By: /s/ Robert T. Enos
------------------------