CINCINNATI BELL INC /OH/, S-8, 1997-06-03

CINCINNATI BELL INC /OH/
S-8, 1997-06-03
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<PAGE>

As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 33-
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

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 (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) 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
2500 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
(513) 651-6800

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

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To be Offering Price Aggregate Offering Registration
To be Registered Registered Per Share(1) Price Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
Par value $1.00
Per share(2) 1,500,000 $58.313 $87,469,500 $26,505.91
- ----------------------------------------------------------------------------------------
</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 May 27, 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 Current Report on Form 8-K filed April 29, 1997.

4. The Company's Annual Report on Form 11-K for the Matrixx Marketing
Inc. Profit Sharing/401(k) Plan filed June 24, 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).

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

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"Voting Preferred Shares"). At April 30, 1997, 67,840,709 Common Shares were
outstanding. There are currently no Preferred Shares outstanding.

The Board of Directors approved a two-for-one share split that was
effected by issuing one additional Common Share for each Common Share
outstanding at May 2, 1997.

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 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

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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%.

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

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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, combinations,
liquidations, recapitalizations 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 two-hundredth of a Series A Preferred Share of the Company
(the "Preferred Shares") at a purchase price of $62.50 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.

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

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<PAGE>

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

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<PAGE>

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.

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:

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(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;

(a) 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 Exchange Act 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 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

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<PAGE>

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.

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<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 30th day of
May, 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:

/s/ John T. LaMacchia
- -------------------------------------
John T. LaMacchia
President and Chief Executive Officer

Principal Accounting and Financial Officer

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

Directors:

John F. Barrett
Phillip R. Cox
William A Friedlander
Roger L. Howe
Robert P. Hummel, M.D.
James D. Kiggen
John T. LaMacchia
Charles S. Mechem, Jr.
Mary D. Nelson

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James F. Orr
Brian H. Rowe
David B. Sharrock

By: /s/ Brian C. Henry
------------------------------------
Brian C. Henry as attorney in fact
for each Director and on his own
behalf as Principal Accounting and
Financial Officer

May 30, 1997

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<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the trustees
(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
June 2, 1997.

MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN

By: MATRIXX MARKETING INC.

By: /s/ David F. Dougherty
------------------------------
David F. Dougherty

II-11

<PAGE>

EXHIBIT INDEX

Exhibit Description Page
<S> <C> <C>
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 June 3, 1997

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

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

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

24.1 Matrixx Marketing Inc. Profit Sharing/401(k) Plan

</TABLE>

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<PAGE>

Frost & Jacobs
2500 PNC Center
201 East Fourth Street
Cincinnati OH 45201-5715
513-651-6800

June 3, 1997

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

Re: Cincinnati Bell Inc. Form S-8 Registration Statement
Matrixx Marketing Inc. Profit Sharing/401(k) 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 June 3, 1997 with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under
the Securities Act of 1933, as amended (the "Act"), 1,500,000 common shares,
par value $1.00 per share (the "Common Shares"), of the Company offered
pursuant to the Matrixx Marketing Inc. Profit Sharing/401(k) 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 Common Shares registered pursuant to such Registration
Statement as filed and as it may be amended, it is our opinion the Common
Shares when issued 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

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 14, 1997, on our audits of the
consolidated financial statements and financial statement schedules of
Cincinnati Bell Inc. and subsidiaries as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996.

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

Coopers & Lybrand, L.L.P.
Cincinnati, Ohio
May 30, 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) 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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

/s/ David B. Sharrock
--------------------------------
DAVID B. SHARROCK
DIRECTOR

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<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
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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, HER ATTORNEYS FOR HER AND IN HER NAME,
PLACE AND STEAD, AND IN HER 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 HER HAND THIS
30TH DAY OF MAY, 1997.

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

STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )

ON THE 30TH DAY OF MAY, 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 SHE DULY ACKNOWLEDGED TO ME THAT SHE
EXECUTED AND DELIVERED THE SAME FOR THE PURPOSES THEREIN EXPRESSED.

WITNESS MY HAND AND OFFICIAL SEAL THIS 30TH DAY OF MAY, 1997.

/s/ Mary Janet Edwards
-------------------------------
NOTARY PUBLIC

<PAGE>

MATRIXX MARKETING INC.

PROFIT SHARING/401(k) PLAN

(As amended and restated effective December 1, 1996)

<PAGE>
MATRIXX MARKETING INC.
PROFIT SHARING/401(k) PLAN

TABLE OF CONTENTS

Page

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

SECTION 2 - GENERAL DEFINITIONS; GENDER AND NUMBER . . . . . 1
2.1 General Definitions. . . . . . . . . . . . . . . . 1
2.2 Gender and Number. . . . . . . . . . . . . . . . . 4

SECTION 3 - CREDITED SERVICE . . . . . . . . . . . . . . . . 4
3.1 Eligibility Service. . . . . . . . . . . . . . . . 4
3.2 Vesting Service. . . . . . . . . . . . . . . . . . 5
3.3 Break in Service . . . . . . . . . . . . . . . . . 5
3.4 Hours of Service . . . . . . . . . . . . . . . . . 5
3.5 Service with Predecessor Employers . . . . . . . . 7

SECTION 4 - ELIGIBILITY AND PARTICIPATION. . . . . . . . . . 7
4.1 Eligibility. . . . . . . . . . . . . . . . . . . . 7
4.2 Participation. . . . . . . . . . . . . . . . . . . 7
4.3 Reemployment . . . . . . . . . . . . . . . . . . . 7
4.4 Merged Plans . . . . . . . . . . . . . . . . . . . 8

SECTION 5 - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . 8
5.1 Participant Contributions. . . . . . . . . . . . . 8
5.2 Employer Contributions . . . . . . . . . . . . . . 9
5.3 Eligible Participants. . . . . . . . . . . . . . . 10
5.4 Rollover Contributions . . . . . . . . . . . . . . 10
5.5 Mistake of Fact; Disallowance of Deduction . . . . 11
5.6 Application of Forfeitures . . . . . . . . . . . . 11

<PAGE>

TABLE OF CONTENTS
(continued)

Page

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 . . . . . . . 13
6.5 Maximum Annual Additions . . . . . . . . . . . . . 14
6.6 Highly Compensated Employee. . . . . . . . . . . . 15
6.7 Compensation . . . . . . . . . . . . . . . . . . . 16
6.8 Section 402(g) Limitation. . . . . . . . . . . . . 17

SECTION 7 - ACCOUNTS . . . . . . . . . . . . . . . . . . . . 18
7.1 Salary Deferral Accounts . . . . . . . . . . . . . 18
7.2 Employer Contribution Accounts . . . . . . . . . . 18
7.3 Voluntary Contribution Accounts. . . . . . . . . . 19
7.4 Rollover Accounts. . . . . . . . . . . . . . . . . 19
7.5 NICE Accounts. . . . . . . . . . . . . . . . . . . 19
7.6 TMS Accounts . . . . . . . . . . . . . . . . . . . 20
7.7 Ameritel Accounts. . . . . . . . . . . . . . . . . 20
7.8 WATS Accounts. . . . . . . . . . . . . . . . . . . 20
7.9 CBI Accounts . . . . . . . . . . . . . . . . . . . 21
7.10 Voting Cincinnati Bell Shares. . . . . . . . . . . 21
7.11 Valuations and Adjustments . . . . . . . . . . . . 21
7.12 Consolidation of Plan Accounts . . . . . . . . . . 21

SECTION 8 - DISTRIBUTIONS. . . . . . . . . . . . . . . . . . 21
8.1 General. . . . . . . . . . . . . . . . . . . . . . 21
8.2 Normal Retirement. . . . . . . . . . . . . . . . . 22
8.3 Disability Retirement. . . . . . . . . . . . . . . 22
8.4 Death During Employment. . . . . . . . . . . . . . 22
8.5 Vested Terminations. . . . . . . . . . . . . . . . 22
8.6 Other Terminations . . . . . . . . . . . . . . . . 22
8.7 Deferred Distributions . . . . . . . . . . . . . . 23
8.8 Reemployment . . . . . . . . . . . . . . . . . . . 23
8.9 Form of Distribution . . . . . . . . . . . . . . . 23
8.10 Alternate Payees . . . . . . . . . . . . . . . . . 23
8.11 TMS Accounts . . . . . . . . . . . . . . . . . . . 24
8.12 WATS Accounts. . . . . . . . . . . . . . . . . . . 24

<PAGE>

TABLE OF CONTENTS
(continued)

Page

8.13 CBI Accounts . . . . . . . . . . . . . . . . . . . 24
8.14 Direct Rollovers . . . . . . . . . . . . . . . . . 24

SECTION 9 - WITHDRAWALS DURING EMPLOYMENT; LOANS. . . . . . . 25
9.1 Withdrawals During Employment. . . . . . . . . . . 25
9.2 Loans. . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 10 - TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . 28
10.1 General. . . . . . . . . . . . . . . . . . . . . . 28
10.2 Definitions. . . . . . . . . . . . . . . . . . . . 28
10.3 Minimum Contributions. . . . . . . . . . . . . . . 30
10.4 Minimum Vesting. . . . . . . . . . . . . . . . . . 30

SECTION 11 - ADMINISTRATION OF THE PLAN . . . . . . . . . . . 31
11.1 Appointment of Committee . . . . . . . . . . . . . 31
11.2 Service of Process . . . . . . . . . . . . . . . . 32
11.3 Compensation of Committee. . . . . . . . . . . . . 32
11.4 Rules of Plan. . . . . . . . . . . . . . . . . . . 32
11.5 Named Fiduciary. . . . . . . . . . . . . . . . . . 32
11.6 Agents and Employees . . . . . . . . . . . . . . . 32
11.7 Records. . . . . . . . . . . . . . . . . . . . . . 32
11.8 Delegation of Authority. . . . . . . . . . . . . . 32
11.9 Benefit Claims . . . . . . . . . . . . . . . . . . 32
11.10 Eligibility. . . . . . . . . . . . . . . . . . . . 33
11.11 Non-Discrimination . . . . . . . . . . . . . . . . 33
11.12 Indemnification. . . . . . . . . . . . . . . . . . 33

SECTION 12 - MANAGEMENT OF ASSETS . . . . . . . . . . . . . . 33

SECTION 13 - AMENDMENT AND TERMINATION. . . . . . . . . . . . 33
13.1 Amendment. . . . . . . . . . . . . . . . . . . . . 33
13.2 Termination. . . . . . . . . . . . . . . . . . . . 34

SECTION 14 - MERGERS AND CONSOLIDATIONS . . . . . . . . . . . 34

SECTION 15 - NON-ALIENATION OF BENEFITS . . . . . . . . . . . 34

iii

<PAGE>
TABLE OF CONTENTS
(continued)

Page

SECTION 16 - MISCELLANEOUS . . . . . . . . . . . . . . . . . 35
16.1 Delegation . . . . . . . . . . . . . . . . . . . . 35
16.2 Plan Administrator and Sponsor . . . . . . . . . . 35
16.3 Applicable Law . . . . . . . . . . . . . . . . . . 35
16.4 Severability of Provisions . . . . . . . . . . . . 35
16.5 Headings . . . . . . . . . . . . . . . . . . . . . 35
16.6 Counterparts . . . . . . . . . . . . . . . . . . . 35

<PAGE>

MATRIXX MARKETING INC.

PROFIT SHARING 401(k) PLAN

SECTION 1

NAME AND PURPOSE OF PLAN

1.1 NAME. The plan set forth herein shall be known as the MATRIXX
Marketing Inc. Profit Sharing/401(k) 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").

1.3 PREDECESSOR PLAN. The Plan is intended to amend, restate and
supercede NICE Corporation Profit Sharing Plan effective January 1, 1991.

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 the Company, 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 the Company, 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 the
Company, each member of an affiliated service group (within the meaning of
section 414(m) of the Code) which includes the Company and each other entity
required to be aggregated with the Company under section 414(o) of the Code.

2.1.2 "Ameritel Account" means the bookkeeping account
established for a Participant in accordance with the provisions of Section
7.7.

2.1.3 "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.

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

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

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

2.1.8 "Company" means MATRIXX Marketing Inc. During 1994, the
term "Company" shall also include WATS Marketing of America, Inc. for
purposes of Sections 2.1.8, 5, 6, 7, 8 and 10.

2.1.9 "Covered Compensation" means, with respect to any
Participant, for any computation period, the total salary, hourly wages,
commissions and bonuses paid to him by the 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 mileage reimbursements, tuition reimbursements, relocation
reimbursements, income attributable to stock options and restricted stock
grants, special incentives and other special extra compensation. For
purposes of the Plan, a Participant's annual Covered Compensation shall not
be deemed to exceed the maximum amount permitted under section 401(a)(17) of
the Code.

2.1.10 "Covered Employee" means an Employee who is employed by a
Participating Entity; provided that the term "Covered Employee" shall not
include (a) any person who is a "leased employee" within the meaning of
section 414(n) of the Code, or, effective January 1, 1993, (b) any person who
is a special project employee or, (c) effective January 1, 1994, for purposes
of Section 5.1 only, any person who is eligible to participate in MATRIXX
Marketing Inc. Executive Deferred Compensation Plan.

<PAGE>

2.1.11 "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.

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

2.1.13 "Entry Date" means January 1, 1991 and the first day of
each calendar month after January 1, 1991.

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

2.1.15 "NICE Account" means the bookkeeping account established
for a Participant in accordance with the provisions of Section 7.5.

2.1.16 "Normal Retirement Date" means the date on which a
Participant attains age 65.

2.1.17 "Participant" means a person who has become and who
remains a Participant in the Plan in accordance with the provisions of
Section 4.

2.1.18 "Participating Entity" means the Company and, effective
January 1, 1994, WATS Marketing of America. The term "Participating Entity"
shall not include MATRIXX Marketing International Inc. or any direct or
indirect subsidiary of MATRIXX Marketing International Inc.

2.1.19 "Plan Accounts" means, collectively, all outstanding
Employer Contribution Accounts, Voluntary Contribution Accounts, Salary
Deferral Accounts, Rollover Accounts, NICE Accounts, TMS Accounts, Ameritel
Accounts, WATS Accounts and CBIS Accounts maintained for a Participant.

2.1.20 "Plan Year" means the calendar year.

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

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

2.1.23 "TMS Account" means the bookkeeping account established
for a Participant in accordance with the provisions of Section 7.6.

<PAGE>

2.1.24 "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.

2.1.25 "Trust" means the trust established in conjunction with
the Plan.

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

2.1.27 "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.

2.1.28 "Voluntary Contribution Account" means the bookkeeping
account established for a Participant in accordance with the provisions of
Section 7.3.

2.1.29 "WATS 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
Company contributions has a Break in Service of at least five years prior to
August 1, 1996 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.

<PAGE>

3.2 VESTING SERVICE. Each Employee shall be credited with one year of
Vesting Service for each Plan Year (ending on or after his 18th birthday)
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 Company contributions has a
Break in Service of at least five years prior to August 1, 1996 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.

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.

5
<PAGE>

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.

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.

<PAGE>

3.5 SERVICE WITH PREDECESSOR EMPLOYERS. For purposes of the Plan,
service with NICE Corporation, Automated Phone Exchange Incorporated,
Telephone Marketing Services, Inc., Ameritel Corporation, Waveland
Associates, Inc., ADI Research, Inc. and WATS Marketing of America, Inc.
shall be deemed to be service with the Company. In the case of an employee
of Scherers Communications, Inc. who becomes an Employee of the Company on
August 7, 1996, for purposes of the Plan, service with Scherers
Communications, Inc. prior to August 7, 1996 shall be deemed to be service
with the Company.

SECTION 4

ELIGIBILITY AND PARTICIPATION

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

4.1.1 Each person who was a Participant in NICE Corporation
Profit-Sharing Plan on December 31, 1990.

4.1.2 Each person (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 person who satisfies the eligibility
requirements of Section 4.1.1 or 4.1.2 on January 1, 1991 shall automatically
become a Participant in the Plan on January 1, 1991. Each person who does
not satisfy the eligibility requirements of Section 4.1.1 or 4.1.2 shall
automatically become a Participant in the Plan on the first Entry Date after
January 1, 1991 on which he satisfies all of the Eligibility Requirements of
Section 4.1.2. An Employee who satisfies the service and age requirements of
Section 4.1.2 on any Entry Date, but who is not a Covered Employee on such
Entry Date, shall automatically become a Participant in the Plan on the first
day after such Entry Date on which he is employed as a Covered Employee.
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 REEMPLOYMENT. If a former Participant returns to employment as a
Covered Employee before he has a one year Break in Service, he shall be
reinstated as a Participant as of the date on which he is reemployed as a
Covered Employee. If a former Participant returns to employment as a Covered
Employee after he has at least a one year Break in Service but prior to
August 1, 1996: (a) he shall not be reinstated as a Participant unless he
completes one year of Eligibility Service (determined as provided in Section
3.1) after the date on which he is reemployed; and (b) if he completes one
year of Eligibility Service (determined as provided in Section 3.1) after the
date on which he is reemployed, he shall be reinstated as a Participant,
retroactively, as of the first day of the twelve consecutive month period
used to complete such year of Eligibility Service. If a former Participant
returns to employment as a Covered Employee

<PAGE>

on or after August 1, 1996, he shall be reinstated as a Participant as of the
date on which he is reemployed as a Covered Employee.

4.4 MERGED PLANS. Each person who was a participant in a Merged Plan
immediately prior to the merger of the Merged Plan into this Plan shall
automatically become a Participant in this Plan upon such merger. For
purposes of this Section 4.4, "Merged Plan" means the Ameritel Employees'
Savings and Accumulation Plan and Trust and the WATS Marketing of America,
Inc. Incentive Savings Plan.

SECTION 5

CONTRIBUTIONS

5.1 PARTICIPANT CONTRIBUTIONS. Participant contributions shall be
either pre-tax contributions or post-tax contributions. If a Participant
elects pre-tax contributions, the Participant's Covered Compensation shall be
reduced by the percentage elected, and the Company shall contribute an
equivalent amount to the Trust on behalf of the Participant. If a
Participant elects post-tax contributions, the percentage elected shall be
deducted from the Participant's Covered Compensation and remitted to the
Trust by the Company. It is intended that a Participant's pre-tax
contributions shall be considered, for Federal income tax purposes, as a
direct contribution of the Company and not includable in the Participant's
wages subject to Federal income tax for the year the pre-tax contributions
are made. It is also intended that a Participant's post-tax contributions
shall not reduce the Participant's wages subject to Federal income tax for
the year the post-tax contributions are made.

In accordance with such rules as may be prescribed by the Committee,
a Participant may authorize contributions from 1% to 10% of his Covered
Compensation (from 1% to 15% of his Covered Compensation, effective January
1, 1997), may change his contribution percentage to another permissible
percentage, may discontinue his contribution authorization, and may change
the pre-tax or post-tax designation of his contributions. In the event of a
change in a Participant's Covered Compensation, the contribution percentage
currently in effect shall be applied as soon as practicable with respect to
such changed Covered Compensation, without action by the Participant.
Participant contributions under this Section 5.1 shall be paid to the Trust
no less frequently than monthly. Participant contributions under this
Section 5.1 shall be made in cash.

From and after January 1, 1997, only pre-tax contributions may be
elected and no additional post-tax contributions will be accepted by the
Trust (other than post-tax contributions attributable to Covered Compensation
paid prior to January 1, 1997).

<PAGE>

5.2 EMPLOYER CONTRIBUTIONS.

5.2.1 PRE-1994 CONTRIBUTIONS. For the Plan Year ending
December 31, 1991, and for each subsequent Plan Year through December 31,
1993, the Company shall contribute to the Trust, subject to the limitations
contained in Section 6: (a) if the Company's Net Operating Profit for a Plan
Year is equal to or in excess of 100% of its Budgeted Net Operating Profit
for the Plan Year, 3% of its Net Operating Profit for the Plan Year, (b) if
the Company's Net Operating Profit for the Plan Year is at least 70% of its
Budgeted Net Operating Profit for the Plan Year but less than 100% of its
Budgeted Net Operating Profit for the Plan Year, the result obtained by
multiplying 3% of its Net Operating Profit for the Plan Year times a
fraction, the numerator of which is equal to its Net Operating Profit for the
Plan Year and the denominator of which is equal to its Budgeted Net Operating
Profit for the Plan Year, and (c) if the Company's Net Operating Profit for
the Plan Year is less than 70% of its Budgeted Net Operating Profit for the
Plan Year, zero. The Company's Budgeted Net Operating Profit and Net
Operating Profit for any Plan Year shall be determined by the Company. The
Company's contributions for a Plan Year shall be allocated among the Employer
Contribution Accounts of the Eligible Participants who are entitled to share
in such contributions in the proportion that each such Participant's Covered
Compensation for the Plan Year bears to all such Participants' Covered
Compensation for the Plan Year. The Company's contribution for any Plan Year
under this Section 5.2.1 shall be paid to the Trust as soon as practicable
after the end of such Plan Year. The Company's contributions under this
Section 5.2.1 shall be made in cash or Cincinnati Bell Shares.

5.2.2 POST-1993 CONTRIBUTIONS. For the Plan Year ending
December 31, 1994, and for each subsequent Plan Year, the Company shall
contribute to the Trust such amount as the Company may determine, subject to
the limitations contained in Section 6. The Company's contribution for a
Plan Year under this Section 5.2.2 shall be allocated among the Employer
Contributions Accounts of the Eligible Participants as follows: first, that
portion of the Company's contribution not in excess of 2-1/2% of such
Participants' Covered Compensation shall be allocated in proportion to their
Covered Compensation; second, that portion of the remainder of the Company's
contribution not in excess of 2-1/2% of such Participants' Excess Covered
Compensation shall be allocated in proportion to their Excess Covered
Compensation; and, third, the remainder of the Company's contribution shall
be allocated in proportion to such Participants' Covered Compensation. For
purposes of this Section 5.2.2, "Excess Covered Compensation" means, with
respect to any Plan Year, that portion of a Participant's Covered
Compensation in excess of the taxable wage base, as determined under Section
230 of the Social Security Act, in effect on the first day of the Plan Year.
The Company's contribution for any Plan Year under this Section 5.2.2 shall
be paid to the Trust as soon as practicable after the end of such Plan Year.
The Company's contributions under this Section 5.2.2 shall be made in cash or
Cincinnati Bell Shares.

5.2.3 MATCHING CONTRIBUTIONS. For the Plan year ending
December 31, 1994, and for each subsequent Plan Year, the Company shall
contribute to the Trust, for allocation to the

<PAGE>

Employer Contribution Account of each Participant, an amount equal to the
lesser of (a) 25% of the pre-tax contributions made on behalf of the
Participant under Section 5.1 for the Plan Year, or (b) 1-1/2% of such
Participant's Covered Compensation for the Plan Year. Company contributions
under this section 5.2.3 shall be paid to the Trust no less frequently than
monthly. Company contributions under this Section 5.2.3 shall be made in
cash or Cincinnati Bell Shares.

Notwithstanding the foregoing, in the event of a distribution of the
pre-tax contributions made on behalf of a Participant under Section 6.2, any
Company contributions (and earnings thereon) under this Section 5.2.3 which
are attributable to such distributed pre-tax 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 contribution
and earnings shall not be distributed but shall be forfeited.

5.3 ELIGIBLE PARTICIPANTS. For purposes of this Section 5.2, the term
"Eligible Participant" means, with respect to any Plan Year:

(a) Each Participant who is an Employee on the last day of
the Plan Year and who completed at least 1,000 Hours of Service during the
Plan Year.

(b) Each Participant who ceased to be an Employee during the
Plan Year by reason of his retirement on or after his Normal Retirement Date,
or, in the case of a Participant who has at least 15 years of service with
one or more Affiliated Employers, on or after attaining age 55.

(d) Each Participant who ceased to be an Employee during the
Plan Year by reason of his death.

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 share in Company contributions under Section 5.2 prior
to the date on which his participation otherwise would have commenced under
Section 4.2 For purposes of this Section 5.4 only, the term "Covered
Employee" shall include persons who are eligible to participate in MATRIXX
Marketing Inc. Executive Deferred Compensation Plan provided that they
otherwise satisfy the definition of "Covered Employee" under Section 2.1.9.

<PAGE>

5.5 MISTAKE OF FACT; DISALLOWANCE OF DEDUCTION. Any contribution made
by the 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.

5.6 APPLICATION OF FORFEITURES. Any forfeitures arising under the Plan
in any Plan Year shall be applied to make restorals called for under Section
8.6. Any forfeitures which cannot be so applied shall be allocated as
additional Company contributions for such Plan year under Section 5.2. For
1991, any forfeitures which cannot be so applied shall be applied to reduce
contributions otherwise required of the Company under the Plan. Effective
January 1, 1992, any forfeitures which cannot be so applied shall be
allocated as additional Company contributions for such Plan Year under
Section 5.2.1 or 5.2.2.

SECTION 6

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

6.1 SECTION 404 LIMITATIONS. In no event shall the Company's total
contributions to the Plan for any Plan Year under Sections 5.1 and 5.2 exceed
15% of the Compensation of those Participants who are entitled to share in
the Company's contributions under such Sections for such Plan Year. If the
Company's 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 5.1 shall be reduced proportionately;
and, second, the amounts to be contributed under Section 5.2 shall be reduced
proportionately.

6.2 SECTION 401(k) LIMITATIONS. If for any Plan Year the Company's
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 (adjusted for earnings and losses) 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. To determine the amount of corrective distributions
required under this Section, contributions shall be adjusted to reflect any
earnings or losses attributable thereto in the same manner used by the Plan
to value Plan Accounts. The amount of excess contributions to be distributed
under this Section with respect to a Participant for a Plan Year shall be
reduced by any amounts previously distributed to the Participant for such
Plan Year in accordance with Section 6.8. Distribution shall be made by
reducing Individual

<PAGE>

Deferral Percentages by increments of 1/10 of 1%, beginning with the highest
Individual Deferral Percentage.

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

6.2.2 The excess of the Average Deferral Percentage for those
Participants who are Highly Compensated Employees over the Average Deferral
Percentage of all other Participants must not be more than 2 percentage
points and the Actual Deferral Percentage for those Participants who are
Highly Compensated Employees must not be more than the Average Deferral
Percentage of all other Participants multiplied by 2.

Notwithstanding the foregoing, at the election of the Company, in lieu of
making distributions to those Participants who are Highly Compensated
Employees, the Company 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 Compensation for the Plan Year
bears to all such Participants' Compensation for the Plan Year and, for
purposes of the Plan, they shall be treated as such Participants
Contributions under Section 5.1. For purposes of this Section 6.2, (a) the
"Average Deferral Percentage" for a specified group of Participants shall be
the average of such Participants' Individual Deferral Percentages and (b)
"Individual Deferral Percentage" means, with respect to any Participant for
any Plan Year, the ratio of the pre-tax contributions paid to the Trust on
behalf of a Participant under Section 5.1 to the Participant's Compensation
for such Plan Year. For purposes of determining the Individual Deferral
Percentage of a Participant who is a Highly Compensated Employee, this Plan
and all other 401(k) plans maintained by any Affiliated Employer in which the
Participant 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 sum of the
post-tax contributions under Section 5.1 made by Participants who are Highly
Compensated Employees plus the Company contributions paid to the Trust under
Section 5.2.3 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, such contributions (adjusted for
earnings and losses) 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.

<PAGE>

To determine the amount of corrective distributions required under this
Section, contributions shall be adjusted to reflect any earnings or losses
attributable thereto in the same manner used by the Plan to value Plan
Accounts. Distribution shall be made by reducing Individual Contribution
Percentages by increments of 1/10 of 1%, beginning with the highest
Individual Contribution Percentage.

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

6.3.2 The excess of the Average Contribution Percentage for
those Participants who are Highly Compensated Employees over the Average
Contribution Percentage of all other Participants must not be more than 2
percentage points and the Average Contribution Percentage for those
Participants who are Highly Compensated Employees must not be more than the
Average Contribution Percentage of all other Participants multiplied by 2.

For purposes of this Section 6.3, (a) the "Average Contribution Percentage"
for a specified group of Participants, grouped by Compensation, shall be the
average of such Participant's Individual Contribution Percentages and (b)
"Individual Contribution Percentage" means, with respect to any Participant
for any Plan Year, the ratio of (i) the sum of the post-tax contributions
made by the Participant under Section 5.1 plus the contributions paid to the
Plan on behalf of the Participant under Section 5.2.3 to (ii) the
Participant'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 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, pre-tax
contributions made on behalf of Participants under Section 5.1 shall be
deemed to be post-tax contributions under Section 5.1 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
pre-tax 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 sum of the post-tax contributions made by those Participants
under Section

<PAGE>

5.1 plus the contributions made on behalf of those Participants under Section
5.2.3 exceed the limitation contained in Section 6.3.1. If for any Plan Year
the sum of the post-tax contributions made by those Participants who are
Highly Compensated Employees under Section 5.1 plus the contributions under
Section 5.2.3 on behalf of such Participants exceeds 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 post-tax contributions made by such Participant under Section
5.1 and the contributions made on behalf of such Participants under Section
5.2.3 (and earnings thereon) shall be distributed to such Participants prior
to the end of the following Plan Year.

6.4.1 The sum of (a) 125% of the lesser of (i) the Average
Deferral Percentage of those Participants who are not Highly Compensated
Employees or (ii) the Average Contribution Percentage of such Participants;
plus (b) the lesser of (i) two percent 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 Participants who are not Highly Compensated
Employees or (ii) the Average Contribution Percentage of such Participants;
plus (b) the lesser of (i) two percent 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.

For purposes of this Section 6.4, (a) the terms "Average Contribution
Percentage", "Individual Contribution Percentage" and "Average Deferral
Percentage" shall have the meanings set forth in Section 6.2 and 6.3. At the
discretion of the Committee, contributions under Section 5.1 shall be deemed
to be contributions under Section 5.3 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:

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 contributions for the Plan Year under Section 5.3 shall be
repaid to him; second, the Company's contributions for the Plan Year on
behalf of the Participant under Section 5.2 shall be allocated to a suspense
account under Section 6.5.3; and third, the Company's 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.

<PAGE>

6.5.3 That portion of the Company's 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 Company 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 Company 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 Company.

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 with otherwise would have been credited to his
accounts in this Plan and such other plans, beginning with the most current
annual additions.

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, (i) received Compensation in
excess of $75,000 (or such larger amount as may be determined by the
Commissioner of Internal Revenue) or (ii) received Compensation in excess of
$50,000 (or such larger amount as may be determined by the Commissioner of
Internal Revenue) and was in the group consisting of the top 20% of the
Employees ranked on the basis of Compensation or (iii) was at any time an
officer of any Affiliated Employer and received Compensation greater than 50%
of the amount in effect under section 415(b)(1)(A) of the Code for such Plan
Year; or (c) who, during the Plan Year for which the determination is being
made, is within the group consisting of the 100 Employees paid the greatest
Compensation for such Plan Year and (i) received Compensation in excess of
$75,000 (or such larger amount as may be determined by the Commissioner of
Internal Revenue) or (ii) received Compensation in excess of $50,000 (or such
larger amount as may be determined by the Commissioner of Internal Revenue)
and was in the group consisting of the top 20% of the Employees ranked on the
basis of Compensation or (iii) was at any time an officer of any Affiliated
Employer and received Compensation greater than 50% of the amount in effect
under section 415(b)(1)(A) of the Code for such Plan Year. The dollar
threshold for a particular Plan Year is based on the dollar threshold in
effect for such Plan Year.

6.6.1 For purposes of this Section 6.6 only, with respect to
any Plan Year, (a) not more than 50 Employees (or, if less, the greater of 3
Employees or 10% of the Employees) shall be deemed to be officers and (b) if
no officer received Compensation greater than 50% of the amount in effect
under section 415(b)(1)(A) of the Code, the highest paid officer shall be
deemed

15
<PAGE>

to have received Compensation greater than 50% of the amount in effect under
section 415(b)(1)(A) during the Plan Year.

6.6.2 For purposes of this Section 6.6 only, with respect to
any Plan Year, if any individual is a member of the family of a 5-percent
owner (as defined in section 416(i)(1)(A) of the Code) of an Affiliated
Employer, or a member of the family of a Highly Compensated Employee in the
group consisting of the 10 Highly Compensated Employees paid the greatest
Compensation during the Plan Year, (a) such individual shall not be
considered a separate Employee; (b) any Compensation paid to such individual
shall be treated as if it were paid to the 5-percent owner or Highly
Compensated Employee; and (c) any contribution made to the Plan by or on
behalf of such individual shall be treated as if it were made to the Plan by
or on behalf of the 5-percent owner or Highly Compensated Employee. For
purposes of this Section 6.6.2, "member of the family" means, with respect to
any Employee, such Employee's spouse, lineal ascendants and descendants, and
the spouses of such lineal ascendants and descendants.

6.6.3 For purposes of determining the number of Employees
within the group consisting of the top 20% of the Employees, the following
Employees may, in the discretion of the Committee, be excluded: (a)
Employees who have not completed 6 months of service, (b) Employees who
normally work less than 17-1/2 hours per week, (c) Employees who normally
work during not more than 6 months during any year, (d) Employees who have
not attained age 21, (e) Employees who are included in a unit of employees
covered by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between Employee representatives and an Affiliated
Employer, and (f) Employees who are nonresident aliens and who receive no
earned income (within the meaning of section 911(d)(2) of the Code) from an
Affiliated Employer which constitutes income from sources within the United
States (within the meaning of section 861(a)(3) of the Code).

6.6.4 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

<PAGE>

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 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, 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 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

<PAGE>

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.

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 Company contributions made on behalf of the Participant under
Section 5.1 and the investment thereof. The pre-tax contributions paid to
the Trust 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 Section 5.2 and the investment thereof.
Amounts allocated to a Participant's Employer Contribution Account shall be
invested in Cincinnati Bell Shares. Except as otherwise provided in Sections
8.2, 8.3, 8.4 and 8.5, 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 as follows:

7.2.1 The vested and nonforfeitable percentages of the Employer
Contribution Account of a Participant who first became a Covered Employee
prior to January 1, 1994 shall be determined from the following schedule,
based upon his full years of Vesting Service:

Forfeitable
Vesting Service Vested Percentage Percentage
- --------------- ----------------- ----------

Less than 3 years 0% 100%
3 but less than 4 years 33-1/3% 66-2/3%
4 but less than 5 years 66-2/3% 33-1/3%
5 or more years 100% 0%

<PAGE>

7.2.2 The vested percentage of the Employer Contribution
Account of a Participant who was an employee of WATS Marketing of America,
Inc. on December 31, 1993 shall be (a) 0%, in the case of a Participant who
has been a Participant for less than two years and who has less than five
years of Vesting Service, and (b) 100%, in the case of a Participant who has
been a Participant for two years or who has at least five years of Vesting
Service.

7.2.3 The vested percentage of the Employer Contribution
Account of a Participant who first became a Covered Employee after December
31, 1993 and who was not an employee of WATS Marketing of America, Inc. shall
be (a) 0%, in the case of a Participant who has less than five years of
Vesting Service, and (b) 100%, in the case of a Participant who has five or
more years of Vesting Service.

7.3 VOLUNTARY CONTRIBUTION ACCOUNTS. A separate bookkeeping Voluntary
Contribution Account shall be established and maintained for each Participant
who makes post-tax contributions under Section 5.1 which shall reflect such
contributions and the investment thereof. Each Participant's post-tax
voluntary contributions to the Trust shall be allocated to his 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 nonforfeitable. Amounts allocated to a Participant's Voluntary
Contribution Account shall be invested in such types of investments as may be
permitted by the Committee.

7.4 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.

7.5 NICE ACCOUNTS. A separate bookkeeping NICE Account shall be
established and maintained for each Participant who has an Account under
Paragraph 8.2 of NICE Corporation Profit-Sharing Plan as of December 31, 1990
which shall reflect the amounts credited to the Participant's Account under
Paragraph 8.2 of NICE Corporation Profit-Sharing Plan as of December 31, 1990
and the investment thereof. Except as otherwise provided in Sections 8.2,
8.3, 8.4 and 8.5, at any relevant time prior to his Normal Retirement Date,
the vested and nonforfeitable percentages of a Participant's NICE Account
shall be determined from the following schedule, based upon his full years of
Vesting Service:

Forfeitable
Vesting Service Vested Percentage Percentage
- --------------- ----------------- ----------

Less than 3 years 0% 100%
3 but less than 4 years 33-1/3% 66-2/3%

<PAGE>

4 but less than 5 years 66-2/3% 33-1/3%
5 or more years 100% 0%

Notwithstanding the foregoing, in no event shall the vested percentage of a
Participant's NICE Account be less than it would have been if the NICE
Corporation Profit-Sharing Plan had continued in effect unamended after
December 31, 1990. Amounts allocated to a Participant's NICE Account shall
be invested in such types of investments as may be permitted by the Committee.

7.6 TMS ACCOUNTS. A separate bookkeeping TMS Account shall be
established and maintained for each Participant who has a TMS Account under
Article XXIA of NICE Corporation Profit-Sharing Plan as of December 31, 1990
which shall reflect the amounts credited to the Participant's Account under
Article XXIA of NICE Corporation Profit-Sharing Plan as of December 31, 1990
and the investment thereof. Each Participant's TMS Account shall at all
times be fully vested and nonforfeitable. Amounts allocated to a
Participant's TMS Account shall be invested in such types of investments as
may be permitted by the Committee.

7.7 AMERITEL ACCOUNTS. A separate bookkeeping Ameritel Account shall
be established and maintained for each Participant who was a participant in
the Ameritel Employees' Savings and Accumulation Plan and Trust which shall
reflect the amounts credited to the Participant's account under the Amended
Employees' Saving and Accumulation Plan and Trust immediately prior to the
merger of such Plan and Trust into this Plan and the investment thereof.
That portion of a Participant's Ameritel Account which is attributable to the
Participant's salary reduction contributions or rollover contributions shall
at all times be fully vested and nonforfeitable. Except as otherwise
provided in Sections 8.2, 8.3, 8.4 and 8.5, at any relevant time prior to his
Normal Retirement Date, the vested and forfeitable percentages of that
portion of a Participant's Ameritel Account which is attributable to employer
contributions (other than salary reduction contributions) shall be determined
from the following schedule, based upon his full years of Vesting Service.

Forfeitable
Vesting Service Vested Percentage Percentage
- --------------- ----------------- ----------

Less than 3 years 0% 100%
3 but less than 4 years 33-1/3% 66-2/3%
4 but less than 5 years 66-2/3% 33-1/3%
5 or more years 100% 0%

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

7.8 WATS ACCOUNTS. A separate bookkeeping WATS Account shall be
established and maintained for each Participant who was a participant in the
WATS Marketing of America, Inc. Incentive Savings Plan (the "WATS Plan")
which shall reflect the amounts credited to the

<PAGE>

Participant's account under the WATS Plan immediately prior to the merger of
the WATS Plan into this Plan and the investment thereof. Each Participant's
WATS Account shall at all times be fully vested and nonforfeitable. Amounts
allocated to a Participant's WATS Account shall be invested in such types of
investments as may be permitted by the Committee.

7.9 CBIS ACCOUNTS. A separate bookkeeping CBIS Account shall be
established and maintained for each Participant who was a participant in the
CBIS Retirement and Savings Plan (the"CBIS Plan") and who elects to have his
CBIS Plan accounts transferred to this Plan, which shall reflect all amounts
transferred to this Plan from the CBIS Plan on behalf or the Participant and
the investment thereof. Each Participant's CBIS Account shall at all times
be fully vested and nonforfeitable. Amounts allocated to a Participant's
CBIS 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.

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.

<PAGE>

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 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.

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).

<PAGE>

8.6.2 If the vested portion of the Participant's Plan Accounts
is in excess of $3,500, 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
with respect to any type of Plan Account shall be credited to the same type
of Plan Account in the name of the Participant.

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 of $3,500, distribution of such vested portion
shall not be made before the Participant attains age 65 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.

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. Distributions from any Plan Account shall be
in cash; provided that distributions with respect to Cincinnati Bell shares
credited to a Participant's Plan Accounts shall be in Cincinnati Bell Shares
or cash, as the recipient may elect.

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.

<PAGE>

8.11 TMS ACCOUNTS. Except as otherwise provided in this Section 8.11,
(a) a married Participant may elect to have any distribution from a TMS
Account made through the purchase and distribution of a joint and survivor
annuity contract providing monthly payments to the Participant for his life
and, if his spouse is then living, continuing for her life at 50% of the
monthly amount payable during their joint lives, and (b) an unmarried
Participant or surviving spouse of a deceased Participant may elect to have
any distribution from a TMS Account made through the purchase and
distribution of an annuity providing monthly payouts to the distributee for
life. Any election under the preceding sentence (and any revocation thereof)
must be made in writing, on forms furnished and in the manner prescribed by
the Committee and filed with the Committee within the 90-day period ending on
the date on which distribution is made. Within not more than 90 days or less
than 30 days before distribution of a Participant's benefit is made, the
Participant shall receive a written explanation of (i) the terms and
conditions of the annuities provided under this Section, (ii) his right to
elect a lump-sum payment and the effect of that election, (iii) the
requirement that his spouse consent to such election and (iv) his right to
revoke such election. Notwithstanding the foregoing, if the value of the
vested portion of a Participant's Plan Accounts is not in excess of $3,500,
distribution thereof shall be made in one lump-sum payment.

8.12 WATS ACCOUNTS. If a Participant who has a WATS Account ceases to
be an Employee by reason of his Retirement or Disability (within the meaning
of those terms as defined in Paragraph 6.3 of the WATS Marketing of America,
Inc. Incentive Savings Plan), he may elect to have his Plan Accounts
distributed in monthly or annual installments over a period not in excess of
20 years (or, if less, the longest period permitted under section 401(a)(9)
of the Code). Provided, however, that if the Participant dies before the
entire balance in his Plan Accounts has been distributed, the remaining
balance shall be distributed to his Beneficiary in accordance with the
provisions of Section 8.7.

8.13 CBIS ACCOUNTS. In the case of a Participant who has a CBIS
Account, any distribution with respect to that CBIS Account shall remain
subject to the provisions of Sections 8.11 through 8.15 of the CBIS Plan
which would have applied if the Participant had not elected to transfer his
CBIS Plan accounts to this Plan and if the CBIS Plan, as in effect on July 1,
1996 had continued in effect unamended.

8.14 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 8.14 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 8.14, "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

<PAGE>

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 includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities). For purposes of this
Section 8.14, "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.

8.15 MISSING PARTICIPANTS. Effective September 1, 1995, 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.

SECTION 9

WITHDRAWALS DURING EMPLOYMENT; LOANS

9.1 WITHDRAWALS DURING EMPLOYMENT. Subject to such uniform and
nondiscriminatory rules as the Committee may prescribe, a Participant may
elect to withdraw in cash from his Salary Deferral Account, Voluntary
Contribution Account, TMS Account, Ameritel Account, WATS Account, or CBIS
Account, any amount attributable to post-tax voluntary contributions or
pre-tax salary deferral contributions he designates which is not less than
$100 (unless the entire balance in such Plan Account is being withdrawn);
provided, however, that if the Participant has not attained age 59 1/2 (a) he
may not elect to withdraw amounts attributable to pre-tax salary deferral
contributions 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 from amounts attributable to pre-tax salary deferral
contributions, more than the amount needed to alleviate the Hardship, and (c)
he may not elect to withdraw, from amounts attributable to pre-tax salary
deferral contributions, an amount in excess of the Participant's salary
deferral contributions to such Plan Accounts through the Valuation Date as of
which the withdrawal is being made (less the amount any prior withdrawals)
and; provided, further, that a Participant who has attained age 59 1/2 also
may elect to withdraw from his WATS Account or CBIS Account any amount
attributable to

<PAGE>

matching contributions or rollover contributions and a Participant whose CBIS
Account includes amounts attributable to a Retirement Savings Plan Account or
Saving and Security Plan Account under the CBIS Plan may withdraw any portion
of such amounts 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, and any withdrawal from a CBIS Account shall be subject
to the provisions of Sections 8.11 through 8.15 of the CBIS Plan which would
have applied if the Participant had not elected to transfer his CBIS Plan
accounts to his Plan and if the CBIS Plan, as in effect on July 1, 1996 had
continued in effect unamended. 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) or amounts
necessary for those persons to obtain medical care described in Section
213(d) of the Code, (b) purchase (excluding mortgage payments) of a principal
residence of the Participant, (c) payment of tuition and related educational
fees for the next twelve months post-secondary education for the Participant,
his or her spouse, children or dependents, (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 or (e) such other
circumstances as may be set forth in rules adopted in writing by the
Committee, which rules are incorporated herein by reference. In the event of
a withdrawal of amounts attributable to pre-tax salary deferral contributions
under this Section 9.1, the Participant's elective contributions and employee
contributions (within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)) 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)) 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 LOANS. Subject to the provisions of this Section 9.2 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 an
Employee may, with the consent of the Committee, borrow from his Salary
Deferral Account, Voluntary Contribution Account, Rollover Account, TMS
Account, WATS Account or CBIS Account or from that portion of his Ameritel
Account which is attributable to pre-tax salary deferral contributions.

9.2.1 The minimum amount a Participant may borrow is $500 ($200
in the case of a TMS Account). The maximum amount a Participant may borrow
is the lesser of: (a) 50%

<PAGE>

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.

9.2.2 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.

9.2.3 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 six
months and the maximum term of any loan shall be sixty months (30 years in
the case of a TMS Account where the loan is used to acquire the Participant's
principal residence). (For the purpose of this Section 9.2.3, 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.

9.2.4 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.

9.2.5 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.

9.2.6 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, 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.

9.2.7 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.

<PAGE>

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 supercede 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%.

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

<PAGE>

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 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.

<PAGE>

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 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%.

<PAGE>

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.

10.4 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 following
vesting schedule shall apply in lieu of the vesting schedule set forth in
Section 7.2:

Forfeitable
Vesting Service Vested Percentage Percentage
--------------- ----------------- ----------

Less than 3 years 0% 100%
3 or more years 100% 0%

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 the Company who shall
be appointed from time to time by and serve at the pleasure of the Company
Any person who is appointed as a member of the Committee shall signify his
acceptance by filing a written acceptance with the Company A member of the
Committee may resign by delivering his written resignation to the Company 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
the Company 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

<PAGE>

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.

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 the Company 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. The Company 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. The Company reserves the right to amend the Plan either
retroactively or prospectively, conditionally or absolutely; provided that
the Company 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 the Company under
this Section 13.1.

13.2 TERMINATION. The Company 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 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

<PAGE>

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.

<PAGE>

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. The Company shall be the "Plan
Administrator" and "Sponsor" of the Plan within the meaning of those terms as
used in ERISA.

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, MATRIXX Marketing Inc. has caused its name to be
subscribed on October 14, 1996.

MATRIXX MARKETING INC.

By /s/ David F. Dougherty
-------------------------