<PAGE>

      As filed with the Securities and Exchange Commission on June 3, 1997
                             Registration No. 33-_________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                                                 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                      ------------------------------------

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

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

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


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

                              CINCINNATI BELL INC.
                          1997 LONG TERM INCENTIVE 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


                                     Proposed
                                     Maximum       Proposed
Title of             Amount          Offering      Maximum       Amount of
Securities           To be           Price Per     Offering      Registration
To be Registered     Registered      Share(1)      Price         Fee
- -------------------------------------------------------------------------------
Common Shares,
Par value $1.00
Per share            15,000,000      $58.313       $874,695,000  $265,059.09
- -------------------------------------------------------------------------------
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.


<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.

     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 

                                     II-1


<PAGE>

"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 

                                     II-2


<PAGE>


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 

                                     II-3


<PAGE>

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 

                                     II-4


<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.

                                     II-5


<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:

                                     II-6


<PAGE>

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

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

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

             provided; however, that this undertaking will only apply to the
             extent that the information in clauses (i) - (ii) hereof is not
             contained in periodic reports filed by the registrant pursuant to
             Section 13 or Section 15(d) of the 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 

                                     II-7


<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.


                                     II-8

<PAGE>

                                 SIGNATURES

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

                                     II-9


<PAGE>

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


                                     II-10


<PAGE>

                                   EXHIBIT INDEX

Exhibit             Description                                         Page

  3.1               The Company's Amended Articles of
                    Incorporation

  3.2               The Company's Amended Regulations 

  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               Cincinnati Bell Inc. 1997 Long Term Incentive Plan


413789.05

                                     II-11






<PAGE>


                          AMENDED ARTICLES OF INCORPORATION

                                          OF

                                 CINCINNATI BELL INC


                                    April 28, 1997


     FIRST:  The name of the corporation is CINCINNATI BELL INC.

     SECOND:  The place in Ohio where its principal office is located is
Cincinnati, Hamilton County.

     THIRD:  The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     FOURTH:  The number of shares that the corporation is authorized to have
outstanding is 480,000,000 common shares, $1.00 par value (classified as "Common
Shares"), 4,000,000 voting preferred shares without par value (classified as
"Voting Preferred  Shares") and 1,000,000 non-voting preferred shares without
par value (classified as "Non-Voting Preferred Shares").  The preferred shares
of both classes are collectively referred to herein as "Preferred Shares".  The
express terms of the shares of each of such classes are as follows:

    1.  Preferred Shares may be issued from time to time in one or more series.
    All Preferred Shares of all series shall rank equally and be identical in
    all respects except that only Voting Preferred Shares shall be voting
    shares and except that the board of directors is authorized
 to adopt
    amendments to the Amended Articles in respect of any unissued or treasury
    Preferred Shares and thereby to fix or change, to the full extent now or
    hereafter permitted by the laws of Ohio, the division of such shares into
    series and the designation and authorized number of shares of each series
    and, subject to the provisions of this Article Fourth, the relative rights,
    preferences and limitations of each series and the variations in such
    rights, preferences and limitations as between series and specifically is
    authorized to fix or change with respect to each series:

         (a)  the dividend rate on the shares of such series, the
         dates of payment of such

                                          1


<PAGE>

         dividends, and the date or dates from which such dividends shall be
         cumulative;

         (b)  the times when, the prices at which, and all other
         terms and conditions upon which, shares of such series shall
         be redeemable;

         (c)  the amounts which the holders of shares of such series
         shall be entitled to receive upon the liquidation,
         dissolution or winding up of the corporation, which amounts
         may vary depending on whether such liquidation, dissolution
         or winding up is voluntary or involuntary and, if voluntary,
         may vary at different dates;

         (d)  whether or not the shares of such series shall be
         subject to the operation of a purchase, retirement or
         sinking fund and, if so, the extent to and manner in which
         such purchase, retirement or sinking fund shall be applied
         to the purchase or redemption of the shares of such series
         for retirement or for other corporate purposes and the terms
         and provisions relative to the operation of such fund or
         funds;

         (e)  whether or not the shares of such series shall be
         convertible into or exchangeable for shares of any other
         class or series and, if so, the price or prices or the rate
         or rates of conversion or exchange and the method, if any,
         of adjusting the same;

         (f)  the restrictions, if any, upon the payment of dividends
         or making of other distributions on, and upon the purchase
         or other acquisition of, Common Shares;

         (g)  the restrictions, if any, upon the creation of
         indebtedness, and the restrictions, if any, upon the issue
         of shares of such series or of any additional shares ranking
         on a parity with or prior to the shares of such series in
         addition to the restrictions provided for in this Article
         Fourth; and

         (h)  such other rights, preferences and limitations as shall
         not be inconsistent with this Article Fourth.

                                          2


<PAGE>

         All shares of any particular series shall rank equally and
         be identical in all respects except that shares of any one
         series issued at different times may differ as to the date
         from which dividends shall be cumulative.

    2.  Dividends on Preferred Shares of each series shall be cumulative from
    the date or dates fixed with respect to such series and shall be paid or
    declared or set apart for payment for all past dividend periods and for the
    current dividend period before any dividends (other than dividends payable
    in Common Shares) shall be declared or paid or set apart for payment on
    Common Shares.  Whenever, at any time, full cumulative dividends for all
    past dividend periods and for the current dividend period shall have been
    paid or declared and set apart for payment on all then outstanding
    Preferred Shares and all requirements with respect to any purchase,
    retirement or sinking fund or funds for all series of Preferred Shares
    shall have been complied with, the board of directors may declare dividends
    on Common Shares, and Preferred Shares shall not be entitled to share
    therein.

    3.  Upon any liquidation, dissolution or winding up of the corporation, the
    holders of Preferred Shares of each series shall be entitled to receive the
    amounts to which such holders are entitled as fixed with respect to such
    series, including all dividends accumulated to the date of final
    distribution, before any payment or distribution of assets of the
    corporation shall be made to or set apart for the holders of Common Shares,
    and after such payments shall have been made in full to the holders of
    Preferred Shares, the holders of Common Shares shall be entitled to receive
    any and all assets remaining to be paid or distributed to shareholders, and
    the holders of Preferred Shares shall not be entitled to share therein.
    For the purposes of this paragraph, the voluntary sale, conveyance, lease,
    exchange or transfer of all or substantially all the property or assets of
    the corporation or a consolidation or merger of the corporation with one
    or more other corporations (whether or not the corporation is the
    corporation surviving such consolidation or merger) shall not be deemed to
    be a liquidation, dissolution or winding up, voluntary or involuntary.

    4.  Each outstanding Common Share and each outstanding Voting Preferred
    Share shall entitle the holder thereof to one vote on each matter properly
    submitted to the shareholders for their vote, consent, waiver, release or
    other action, subject to the provisions of law from time to time in effect
    with respect to cumulative voting.  Except as otherwise required by law or
    by this Article Fourth, Non-Voting Preferred Shares

                                          3


<PAGE>

    shall not entitle the holders thereof to vote, consent, waive, release or
    otherwise act on any question or in any proceeding or to be represented at
    or receive notice of any meeting of shareholders.

    5.  So long as any Preferred Shares are outstanding, the corporation will
    not (a) without the affirmative vote or consent of the holders of at least
    two-thirds of all Preferred Shares at the time outstanding, (1) authorize
    shares ranking prior to Preferred Shares or (2) change any provision of
    this Article Fourth so as to affect adversely Preferred Shares; (b) without
    the affirmative vote or consent of the holders of at least two-thirds of
    any series of Preferred Shares at the time outstanding, change any of the
    provisions of such series so as to affect adversely the shares of such
    series; or (c) without the affirmative vote or consent of the holders of at
    least a majority of all Preferred Shares at the time outstanding, (1)
    increase the authorized number of Preferred Shares or (2) authorize shares
    of any other class ranking on a parity with Preferred Shares.

    6.  Whenever, at any time or times, dividends payable on Preferred Shares
    shall be in default in an aggregate amount equivalent to six full quarterly
    dividends on any series of Preferred Shares at the time outstanding, the
    number of directors then constituting the board of directors of the
    corporation shall ipso facto be increased by two, and the outstanding
    Preferred Shares shall, in addition to any other voting rights, have the
    exclusive right, voting separately as a class and without regard to series,
    to elect two directors of the corporation to fill such newly created
    directorships, and such right shall continue until such time as all
    dividends accumulated on all Preferred Shares to  the latest dividend
    payment date shall have been paid or declared and set apart for payment.

    7.  If the amounts payable with respect to any requirement to retire
    Preferred Shares are not paid in full with respect to all series as to
    which such requirement exists, the number of shares to be retired in each
    series shall be in proportion to the amounts which would be payable on
    account of such requirement if all amounts payable were paid in full.

    8.  No holder of shares of any class shall have any preemptive rights.

    9.  Of the 4,000,000 Voting Preferred Shares of the corporation, 2,000,000
    shall constitute a series of Voting Preferred Shares designated as Series A
    Preferred Shares (the "Series A Preferred Shares") and have, subject and in

                                          4


<PAGE>

    addition to the other provisions of this Article Fourth, the following
    relative rights, preferences and limitations:

         (1)  DIVIDENDS AND DISTRIBUTIONS

              (A)  Subject to the provisions of this Article Fourth, the
              holders of the Series A Preferred Shares shall be entitled to
              receive, when and as declared by the Board of Directors, out of
              funds legally available for that purpose, cumulative dividends in
              cash on the 1st day of January, April, July and October in each
              year (each such date being referred to herein as a "Quarterly
              Dividend Payment Date"), commencing on the first Quarterly
              Dividend Payment Date after the first issuance of a Series A
              Preferred Share or fraction thereof, in an amount per share per
              quarter (rounded to the nearest cent) equal to the greater of (i)
              $20.00 or (ii) subject to the provision for adjustment
              hereinafter set forth, 100  times the aggregate per share amount
              of all cash dividends, and 100 times the aggregate per share
              amount (payable in kind) of all  non-cash dividends or other
              distributions (other than a dividend payable in Common Shares or
              a subdivision of the outstanding Common Shares, by
              reclassification or otherwise), declared on the  Common Shares,
              since the immediately preceding Quarterly Dividend Payment Date
              or, with respect to the first Quarterly Dividend Payment Date,
              since the first issuance of a Series A Preferred Share or
              fraction thereof; PROVIDED THAT, in the event no dividend or
              distribution shall have been declared on the Common Shares during
              the period between any Quarterly Dividend Payment Date and the
              next subsequent Quarterly Dividend Payment Date, a dividend on
              the Series A Preferred Shares of $20.00 per share shall
              nevertheless be payable on such subsequent Quarterly Dividend
              Payment Date.  In the event the corporation shall at any time
              declare or pay any dividend on the Common Shares payable in
              Common Shares, or effect a subdivision or combination of the
              outstanding Common Shares (by reclassification or otherwise) into
              a greater or lesser number of Common Shares, then in each such
              case the amount to which holders of the Series A Preferred Shares
              were entitled immediately prior to such event under clause (ii)
              of the next preceding sentence shall be adjusted by multiplying
              such amount by a fraction, the numerator of which is the number
              of Common Shares

                                          5


<PAGE>

              outstanding immediately after such event and the denominator of
              which is the number of Common Shares that were outstanding
              immediately prior to such event.

              (B)  The Board of Directors may fix a record date for the
              determination of holders of the Series A Preferred Shares
              entitled to receive payment of a dividend or distribution
              declared thereon, which record date shall be no more than 60 days
              prior to the date fixed for the payment thereof.  Dividends shall
              begin to accrue and be cumulative on outstanding Series A
              Preferred Shares from the Quarterly Dividend Payment Date next
              preceding the date of issue of such Series A Preferred Shares,
              unless the date of issue of such shares is prior to the record
              date for the first Quarterly Dividend Payment Date, in which case
              dividends on such shares shall begin to accrue from the date of
              issue of such shares, or unless the date of issue is a Quarterly
              Dividend Payment Date or  is a date after the record date for the
              determination of holders of the Series A Preferred Shares
              entitled to receive a quarterly dividend and before such
              Quarterly Dividend Payment Date, in either of which events such
              dividends shall begin to accrue and be cumulative from such
              Quarterly Dividend Payment Date.  Accrued but unpaid dividends
              shall not bear interest.  Dividends paid on the Series A
              Preferred Shares in an amount less than the total amount of such
              dividends at the time accrued and payable on such shares  shall
              be allocated pro rata on a share-by-share basis among all such
              shares at the time outstanding.

         (2)  LIQUIDATION RIGHTS.  In the event of any voluntary or involuntary
              liquidation, dissolution or winding up of the corporation, then,
              subject to the provisions of this Article Fourth, the holders of
              the Series A Preferred Shares shall be entitled to receive, from
              the assets of the corporation available for distribution to
              shareholders, an amount equal to all dividends accumulated to the
              date of final distribution plus an amount equal to the greater of
              (A) $125.00 per share or (B) an aggregate amount per share,
              subject to the provision for adjustment hereinafter set forth, of
              100 times the aggregate amount to be distributed per share to
              holders of Common Shares.  All such preferential amounts shall be 
              paid or set apart for payment before the payment or setting

                                          6


<PAGE>

              apart for payment of any amount for, or the distribution of 
              any assets of the corporation to, the holders of any class of 
              shares ranking junior as to assets to the Series A Preferred 
              Shares, or the holders of any series of Preferred Shares 
              ranking junior as to assets to the Series A Preferred Shares.  
              In the event the corporation shall at any time declare or pay 
              any dividend on Common Shares payable in Common Shares, or 
              effect a subdivision or combination of the outstanding Common 
              Shares (by reclassification or otherwise) into a greater or 
              lesser number of Common Shares, then in each such case the 
              aggregate amount to which holders of the Series A Preferred 
              Shares were entitled immediately prior to such event under 
              clause (B) of the next preceding sentence shall be adjusted by 
              multiplying such amount by a fraction, the numerator of which 
              is the number of Common Shares outstanding immediately after 
              such event and the denominator of which is the number of 
              Common Shares that were outstanding immediately prior to such 
              event.

         (3)  REDEMPTION.  The Series A Preferred Shares shall not be
              redeemable.

         (4)  VOTING RIGHTS.  Subject to the provisions of this Article Fourth,
              each Series A Preferred Share shall entitle the holder thereof to
              one vote on all matters submitted to a vote of the shareholders
              of the corporation.  The holders of fractional Series A Preferred
              Shares shall not be entitled to any vote on any matter submitted
              to a vote of the shareholders of the corporation.

         (5)  CERTAIN RESTRICTIONS.

              (A)  Subject to the provisions of this Article Fourth, whenever
              quarterly dividends or other dividends or distributions payable
              on the Series A Preferred Shares are in arrears, thereafter and
              until all accrued and unpaid dividends and distributions, whether
              or not declared, on outstanding Series A Preferred Shares shall
              have been paid in full, the corporation shall not:

                   (i) declare or pay dividends on, or make any other
                   distributions on, any shares ranking junior (either as to
                   dividends or upon liquidation, dissolution or winding up) to
                   the Series A Preferred Shares;

                                          7


<PAGE>

                   (ii)  redeem, purchase or otherwise acquire for
                   consideration shares ranking junior (either as to dividends
                   or upon liquidation, dissolution or winding up) to the
                   Series A Preferred Shares; PROVIDED THAT the corporation may
                   at any time redeem, purchase or otherwise acquire any such
                   junior shares in exchange for any shares of the corporation
                   ranking junior (either as to dividends or upon dissolution,
                   liquidation or winding up) to the Series A Preferred Shares;

                   (iii) declare or pay dividends on or make any  other
                   distributions on any shares ranking on a parity (either as
                   to dividends or upon liquidation, dissolution or winding up)
                   with the Series A Preferred Shares, except dividends paid
                   ratably on the Series A Preferred Shares and all such parity
                   shares on which dividends are payable or in arrears in
                   proportion to the total amounts to which the holders of all
                   such shares are then entitled;

                   (iv) purchase or otherwise acquire for consideration any
                   Series A Preferred Shares, or any shares ranking on a parity
                   with the Series A Preferred Shares, except in accordance
                   with a purchase offer made in writing or by publication (as
                   determined by the Board of Directors) to all holders of such
                   shares upon such terms as the Board of Directors, after
                   consideration of the respective annual dividend rates and
                   other relative rights and preferences of the respective
                   series and classes, shall determine in good faith will
                   result in fair and equitable treatment among the respective
                   series or classes.

              (B)  The corporation shall not permit any subsidiary of the
              corporation to purchase or otherwise acquire for consideration
              any shares of the corporation unless the corporation could,
              pursuant to paragraph (A) of this subparagraph 5, purchase or
              otherwise acquire such shares at such time and in such manner.

         (6)  REACQUIRED SHARES.  Any Series A Preferred Shares purchased or
         otherwise acquired by the corporation in

                                          8


<PAGE>

         any manner whatsoever shall be retired promptly after the 
         acquisition thereof. All such shares shall upon their retirement 
         become authorized but unissued Voting Preferred Shares and may be 
         reissued as part of a new series of Voting Preferred Shares to be 
         created by resolution or resolutions of the Board of Directors, 
         subject to the conditions and restrictions on issuance set forth 
         herein.

         (7)  CONSOLIDATION, MERGER, ETC.  In case the corporation shall enter
         into any consolidation, merger, combination or other transaction in
         which the Common Shares are exchanged for or changed into other shares
         or securities, cash and/or any other property, then in any such case
         the Series A Preferred Shares shall at the same time be similarly
         exchanged or changed in an amount per share, subject to the provision
         for adjustment hereinafter set forth, equal to 100 times the aggregate
         amount of shares, securities, cash and/or any other property (payable
         in kind), as the case may be, into which or for which each Common
         Share is changed or exchanged.  In the event the corporation shall at
         any time declare or pay any dividend on Common Shares payable in
         Common Shares, or effect a subdivision or combination of the
         outstanding Common Shares (by reclassification or otherwise) into a
         greater or lesser number of Common Shares, then in each such case the
         amount set forth in the next preceding sentence with respect to the
         exchange or change of Series A Preferred Shares shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of Common Shares outstanding immediately after such event and
         the denominator of which is the number of Common Shares that were
         outstanding immediately prior to such event.

    10.  Of the 4,000,000 Voting Preferred Shares of the corporation, 1,578,948
    shall constitute a series of Voting Preferred Shares designated as 7.25%
    Cumulative Convertible Voting Preferred Shares (for the purposes of this
    paragraph 10, the "Preferred Shares") and have, subject and in addition to
    the other provisions of this Article Fourth, the following relative rights,
    preferences and limitations:

         1.  DIVIDENDS.

         (a)  The holders of record of Preferred Shares shall be entitled to
         receive cash dividends, when, as and if declared by the Board of
         Directors out

                                          9


<PAGE>

         of assets of the corporation which are legally available for the
         payment of such dividends, at the annual rate of 7.25% per Preferred
         Share, and no more, payable quarterly on the first day of March, June,
         September and December in each year commencing on September 1, 1988.
         Dividends shall be cumulative and will accrue on each Preferred Share
         from the date of issue thereof.  Dividends payable on Preferred Shares
         for any period less than a full quarter shall be computed on the basis
         of a 360-day year.  Accrued but unpaid dividends shall not bear
         interest.  So long as any Preferred Shares are outstanding, the
         corporation shall not declare, pay or set apart any dividend on the
         Common Shares or declare, make or set apart any distribution on the
         Common Shares unless concurrently therewith all dividends or
         distributions on Preferred Shares, through the date of such
         declaration, payment, making or setting apart of any dividend or
         distribution on the Common Shares, are declared, paid, made or set
         apart, as the case may be.

         (b)  Subject to the limitations set forth in this subsection l(b), if
         because of Tax Law Changes (as defined below) holders of Preferred
         Shares would realize less or more after-tax yield from dividend
         payments on the Preferred Shares than would have been the case had
         such Tax Law Changes not occurred, then the rate of dividends will
         increase or decrease, as appropriate, so that the net after-tax yield
         to a holder of Preferred Shares would be the same as if there had been
         no Tax Law Changes.  "Tax Law Changes" means any change, effective on
         or after July 22, 1988, in the Internal Revenue Code of 1986, as
         amended (the "Code"), or any other revenue statute of the United
         States, or the issuance of any regulation, ruling, administrative
         interpretation or judicial or other official interpretation, the
         effect of which is to reduce, eliminate or increase the dividends
         received deductions with respect to dividend payments on the Preferred
         Shares presently permitted by Section 243 of the Code; PROVIDED,
         HOWEVER, that any ruling, administrative, judicial or other
         interpretation which is based on the action or failure to act of a
         holder of the Preferred Shares (other than acquisition of the
         Preferred Shares) shall not be deemed to be a Tax Law Change.  No
         adjustment is

                                          10


<PAGE>

         to be made under this subsection l(b) for changes in the laws of any
         state or municipality.

         (c)  If, as a result of the Preferred Shares being deemed to be debt,
         rather than equity for tax purposes (a "Debt/Equity
         Recharacterization"), a holder of record of Preferred Shares suffers
         an adverse tax effect as a result thereof, including the loss of the
         right to claim, being delayed in claiming, or suffering a disallowance
         of the dividend exclusion or other tax attribute that otherwise would
         be available to such holder if the Preferred Shares were treated as
         equity for tax purposes (any such event being referred to as a "Tax
         Loss"), then (i) the rate of dividends on the Preferred Shares paid by
         the corporation after  an event of a Debt/Equity Recharacterization
         will increase so that the net after-tax yield from all Preferred Share
         dividend payments to such holder of Preferred Shares will be the same
         as if no Debt/Equity Recharacterization had occurred, and (ii) within
         30 days after the mailing date of notice of a Tax Loss by a holder to
         the corporation, the corporation shall pay to a holder of Preferred
         Shares an amount equal to any additional tax liability owed by any
         such holder with respect to any dividend payments theretofore made by
         the corporation as to which a Tax Loss arose.

         (d)  The corporation covenants that neither it nor any of its
         affiliates (within the meaning of Section 1504(a) of the Code) will at
         any time take any action, omit to take any action or file any return
         or document inconsistent with the treatment of the Preferred Shares as
         the equity for tax and accounting purposes, unless  otherwise agreed
         to by a majority of the holders of record of Preferred Shares.

    2.   LIQUIDATION.

         Upon any liquidation, dissolution or winding up of the corporation,
         after payment or provision for payment of the debts and other
         liabilities of the corporation, the holders of the Preferred Shares
         shall be entitled, before any distribution or payment is made upon any
         Common Shares, to be paid an amount equal to $38.00 per share, plus an
         amount equal to dividends accrued and unpaid to the date of such
         payment (unless such liquidation,

                                          11


<PAGE>

         dissolution or winding up is the result of a transaction giving rise
         to rights under Section 9 of the Preferred Shares Purchase Agreement
         dated July 22, 1988 (the "Purchase Agreement") between the corporation
         and The Western and Southern Life Insurance Company, in which case
         holders of Preferred Shares may elect to enforce any rights
         thereunder), or, in the event that the assets of the corporation
         remaining after such payment or provision for payment of the debts and
         other liabilities of the corporation are insufficient to permit
         such payment in full to the holders of the Preferred Shares, such
         holders shall be entitled to share pro rata in the distribution
         of such remaining assets of the corporation; and the holders of
         Preferred Shares shall not be entitled to any further payment, such
         amounts being herein sometimes referred to as the "Liquidation
         Payments".  Written notice of such liquidation, dissolution or winding
         up, stating a payment date, the amount of the Liquidation Payment and
         the place where said sums shall be payable and containing a statement
         of or reference to the conversion right set forth in Section 3, shall
         be given by mail, postage prepaid, not less than 30 days prior to the
         payment date stated therein, to the holders of record of Preferred
         Shares, such notice to be addressed to each stockholder at his post
         office address as shown by the records of the corporation.

    3.   CONVERSION.

         (a)  CONVERSION.  The holder of any Preferred Shares shall have the
         right, at any time and from time to time, to convert all or any of
         such shares into fully-paid and nonassessable Common Shares of the
         corporation at the Conversion Rate of one of Common Share per
         Preferred Share or at the Conversion Rate that results from making the
         adjustments specified in subsection 3(b) below. To the extent
         permitted by law, when Preferred Shares are converted, all dividends
         accrued and unpaid on the Preferred Shares so converted to the date of
         conversion (whether or not currently payable) shall be immediately due
         and payable and must accompany the Common Shares issued upon such
         conversion.

         In order to exercise the conversion right, the holder of Preferred
         Shares shall surrender the

                                          12


<PAGE>

         certificate representing such shares at the principal office of the
         corporation or at such other office of the corporation specified for
         such purpose together with written notice to the corporation of the
         number of Preferred Shares which the holder elects to convert, and
         written instructions regarding the registration and delivery of
         certificates for Common Shares acquired thereby.  The person entitled
         to receive Common Shares issuable upon conversion shall be deemed to
         have become the holder of record of such shares at the close of
         business on the date upon which the conversion right is so exercised.
         If any certificate representing Preferred Shares shall have been
         converted in part, the holder shall be entitled to a new certificate
         representing the Preferred Shares not converted.

         (b)  ADJUSTMENT OF CONVERSION RATE.  The Conversion Rate shall be
         subject to adjustment as follows:

              (i)  If the corporation shall declare and pay to the holders of
              Common Shares a dividend or other distribution payable in Common
              Shares, the holders of Preferred Shares thereafter surrendered
              for conversion shall be entitled to receive the number of Common
              Shares which such holder would have owned or been entitled to
              receive after the declaration and payment of such dividend or
              other distribution if such Preferred Shares had been converted
              immediately prior to the record date for the determination of
              stockholders entitled to receive such dividend or other
              distribution.

              (ii)  If the corporation shall subdivide the outstanding Common
              Shares into a greater number of Common Shares, or combine the
              outstanding Common Shares into a lesser number of shares, or
              issue by reclassification of its Common Shares any shares of the
              corporation, the Conversion Rate in effect immediately prior
              thereto shall be adjusted so that each holder of Preferred Shares
              thereafter surrendered for conversion shall be entitled to
              receive the number of Common Shares or other shares which such
              holder would have owned or been entitled to receive after the
              happening of any of the events described above if such Preferred

                                          13


<PAGE>

              Shares had been converted immediately prior to the happening of
              such event on the day upon which such subdivision, combination or
              reclassification, as the case may be, becomes effective.

              (iii)  If the corporation shall issue or sell any Common Shares
              for a consideration per share less than the Current Market Price
              of the Common Shares, then the Conversion Rate shall be adjusted
              to the number determined by multiplying the Conversion Rate in
              effect immediately prior to such issuance or sale by a fraction,
              the numerator of which shall be the number of Common Shares
              outstanding immediately prior to the issuance or sale of such
              Common Shares plus the number of such Common Shares so issued or
              sold, and the denominator of which shall be the number of Common
              Shares outstanding immediately prior to the issuance or sale of
              such Common Shares plus the number of Common Shares which the
              aggregate consideration for such Common Shares so issued or sold
              would purchase at a consideration per share equal to Current
              Market Price.  For the purpose of this subsection 3(b)(iii), the
              date as of which such Current Market  Price shall be computed
              shall be the earlier of (x) the date on which the corporation
              shall enter into a firm contract for the issuance or sale of such
              Common Shares or (v) the date of the actual issuance or sales of
              such shares.

              (iv)  If the corporation shall issue or sell any warrants or
              options or other rights entitling the holders thereof to
              subscribe for or purchase either any Common Shares or evidences
              of indebtedness, shares of stock or other securities which are
              convertible into or exchangeable, with or without payment of
              additional consideration in cash or property, for Common Shares
              (such convertible or exchangeable evidences of indebtedness,
              shares of stock or other securities hereinafter being called
              "Convertible Securities"), and the consideration per share for
              which Common Shares may at any time thereafter be issuable
              pursuant to such warrants or other rights or pursuant to the
              terms of such Convertible Securities (when

                                          14


<PAGE>

              added to the consideration per Common Share, if any, received for
              such warrants or other rights), shall be less than the Current
              Market Price of the Common Shares at the date of such issue or
              sale, then the Conversion Rate applicable to such series shall be
              adjusted as provided in subsection 3(b)(iii) on the basis that
              (x) the maximum number of Common Shares issuable pursuant to all
              such warrants or other rights or necessary to affect the
              conversion or exchange of all such Convertible Securities shall
              be deemed to have been issued and (y) the aggregate
              consideration for such maximum number of Common Shares shall be
              deemed to be the minimum consideration received and receivable by
              the corporation for the issuance of such Common Shares (plus the
              consideration, if any, received for such warrants or other
              rights) pursuant to such warrants or other rights or pursuant to
              the terms of such Convertible Securities.

              (v)  If the corporation shall issue or sell Convertible
              Securities and the consideration per share for which Common
              Shares may at any time thereafter be issuable pursuant to the
              terms of such Convertible Securities shall be less than the
              Current Market Price of the Common Shares at the date of such
              issue or sale, then the Conversion Rate applicable to such series
              shall be adjusted as provided in subsection 3(b)(iii) on the
              basis that (x) the maximum number of Common Shares necessary to
              effect the conversion or exchange of all such Convertible
              Securities shall be deemed to have been issued and (y) the
              aggregate consideration for such maximum number of  Common Shares
              shall be deemed to be the minimum consideration received and
              receivable by the corporation for the issuance of such Common
              Shares pursuant to the terms of such Convertible Securities.  No
              adjustment of such Conversion Rate shall be made under this
              subsection 3(b)(v) upon the issuance of any Convertible
              Securities which are issued pursuant to the exercise of any
              warrants or other subscription or purchase rights therefor, if
              such adjustment shall previously have been made upon the issuance
              of such

                                          15


<PAGE>

              warrants or other rights pursuant to subsection 3(b)(iv).

              (vi)  For the purposes of subsections 3(b)(iv) and 3(b)(v), the
              date as of which such Conversion Rate shall be computed shall be
              the earliest of (x) the date on which the corporation shall take
              a record of the holders of its Common Shares for the  purpose of
              entitling them to receive any warrants or other rights referred
              to in subsection 3(b)(iv) or to receive any Convertible
              Securities, (y) the date on which the corporation shall enter
              into a firm contract for the issuance of such warrants or other
              rights or Convertible Securities or (z) the date of the actual
              issuance of such warrants or other rights or Convertible
              Securities.

              (vii)  No adjustment of a Conversion Rate shall be made under
              subsection 3(b)(iii) upon the issuance of any Common Shares which
              are issued pursuant to the exercise of any warrants or other
              subscription or purchase rights or pursuant to the exercise of
              any conversion or exchange rights in any Convertible Securities,
              if such adjustment shall previously have been made upon the
              issuance of such warrants or other rights or upon the issuance of
              such Convertible Securities (or upon the issuance of any warrants
              or other rights therefor), pursuant to subsections 3(b)(iv) or
              3(b)(v).

              (viii)  If any warrants or other rights (or any portions thereof)
              which shall have given rise to an adjustment pursuant to
              subsection 3(b)(iv) or conversion rights pursuant to Convertible
              Securities which shall have given rise to an adjustment pursuant
              to subsection 3(b)(v) shall have expired or terminated without
              the exercise thereof and/or if by reason of the terms of such
              warrants or other rights or Convertible Securities there shall
              have been an increase or increases, with the passage of time or
              otherwise, in the price payable upon the exercise or conversion
              thereof, then the affected Conversion Rate hereunder shall be
              readjusted (but to no greater extent than originally adjusted) on
              the basis of (x) eliminating from the

                                          16


<PAGE>

              computation any Common Shares corresponding to such warrants or
              other rights or conversion rights as shall have expired or
              terminated, (y) treating the Common Shares, if any, actually
              issued or issuable pursuant to the previous exercise of such
              warrants or other rights or of conversion rights pursuant to any
              Convertible Securities as having been issued for the
              consideration actually received and receivable therefor, and (z)
              treating any of such warrants or other rights or of conversion
              rights pursuant to any Convertible Securities which remain
              outstanding as being subject to exercise or conversion on the
              basis of such exercise conversion price as shall be in effect at
              the time; provided, however, that any consideration which was
              actually received by the corporation in connection with the
              issuance or sale of such warrants or other rights shall form part
              of the readjustment computation even  though such warrants or
              other rights shall have expired without the exercise thereof.
              The Conversion Rate shall be adjusted as provided in subsection
              3(b)(iii) as a result of any increase in the number of Common
              Shares issuable, or any decrease in the consideration payable
              upon any issuance of Common Shares, pursuant to any antidilution
              provisions contained in any warrants or other rights or in any
              Convertible Securities.

              (ix)  To the extent that any Common Shares, any warrants or other
              rights to subscribe for or purchase any Common Shares, or any
              Convertible Securities shall be issued for a cash consideration,
              the consideration received by the corporation therefor shall be
              deemed to be the amount of the cash received by the corporation
              therefor, or, if such Common Shares, warrants or other rights or
              Convertible Securities are offered by the corporation for
              subscription, the subscription price, or, if such Common Shares,
              warrants or other rights or Convertible Securities are sold to
              underwriters or dealers for public offering without a
              subscription offering, the initial public offering price, in any
              such case excluding any amounts paid or receivable for

                                          17


<PAGE>

              accrued interest or accrued dividends and without deduction of
              any compensation, discounts or expenses paid or incurred by the
              corporation for and in the underwriting of, or otherwise in
              connection with, the issuance thereof.  If and to the extent that
              such issuance shall be for a consideration other than cash, then,
              except as herein otherwise expressly provided, the amount of such
              consideration shall be deemed to be the fair value of such
              consideration at the time of such issuance as determined in good
              faith by the Board of Directors of the corporation.  If Common
              Shares shall be issued as part of a unit with warrants or other
              rights, then the amount of consideration for the warrant or other
              right shall be deemed to be the amount determined in good faith
              at the time of issuance by the Board of Directors of the
              corporation.  If the Board of Directors of the corporation shall
              not make any such determination, the consideration for the
              warrant or other right shall be deemed to be zero.

              (x)  In case the corporation shall effect a reorganization, shall
              merge with or consolidate into another corporation, shall sell,
              transfer or otherwise dispose of all or substantially all of its
              property, assets or business or shall otherwise engage in any
              transaction whereby a "Change of Control", as defined in the
              Purchase Agreement, shall occur and, pursuant to the terms of
              such reorganization, merger, consolidation, disposition of assets
              or other transaction effecting a Change of Control, shares of
              stock or other securities, property or assets of the
              corporation, successor or transferee or an affiliate thereof or
              cash are to be received by or distributed to the holders of
              Common Shares, then each holder of Preferred Shares shall be
              given written notice from the corporation informing each holder
              of the terms of such reorganization, merger, consolidation,
              disposition of assets or other transaction effecting a Change of
              Control and of the record date thereof for any distribution
              pursuant thereto, at least ten days in advance of such record
              date, and each holder of Preferred Shares, in addition

                                          18


<PAGE>

              to any other rights pursuant to the Purchase Agreement or the
              terms hereof, shall have the right thereafter to receive, upon
              conversion of such Preferred Shares, the number of shares or
              other securities, property or assets of the corporation,
              successor or transferee or affiliate thereof or cash receivable
              upon or as a result of such reorganization, merger,
              consolidation, disposition of assets or other transaction
              effecting a Change of Control the number of Common Shares equal
              to the Conversion Rate applicable to such shares immediately
              prior to such event, multiplied by such number of shares as may
              be converted.  The provisions of this subsection 3(b)(x) shall
              similarly apply to successive reorganizations, mergers,
              consolidations or dispositions of assets or other transactions
              effecting a Change of Control.

              (xi)  If a purchase, tender or exchange offer is made to and
              accepted by the holders of more than 20% of the outstanding
              Common Shares, the corporation shall not effect any
              consolidation, merger or sale with the person having made such
              offer or with any affiliate of such person or engage in any
              transaction which will have the effect of increasing the equity
              ownership of such person in the corporation by more than one
              percent (1%), unless prior to the consummation thereof each
              holder of Preferred Shares shall have been given a reasonable
              opportunity then to elect to receive, upon conversion of the
              Preferred Shares then held by such holder, either the stock,
              securities, cash or assets then issuable with respect to the
              Common Shares or the stock, securities, cash or assets issued to
              previous holders of the Common Shares in accordance with such
              offer, or the equivalent thereof.

              (xii)  The number of Common Shares outstanding at any given time
              shall not include shares owned or held by or for the account of
              the corporation, for the purposes of this subsection 3(b).

              (xiii)  If a state of facts shall occur which, without being
              specifically controlled

                                          19


<PAGE>

              by the provisions of this subsection 3(b), would not fairly
              protect the conversion rights of the Preferred Shares in
              accordance with the essential intent and  principles of such
              provisions, then the Board of Directors of the corporation shall
              make an adjustment in the application of such provisions, in
              accordance with such essential intent and principles, so as to
              protect such conversion rights.

              (xiv)  Anything herein to the contrary notwithstanding, no 
              adjustment in a Conversion Rate shall be required unless such 
              adjustment, either by itself or with other adjustments not 
              previously made, would require a change of at least one 
              percent (1%) in such rate; and further provided that no 
              adjustment in the Conversion Rate shall be made with respect 
              to (i) any option issued to any employee or director of the 
              corporation or any options or shares issued pursuant to a 
              dividend reinvestment plan or employee stock ownership or 
              savings plans, (ii) any transaction pursuant to which Common 
              Shares are issued and sold or issuable pursuant to any 
              warrants, options, other rights or Convertible Securities and 
              the difference between the Consideration received or to be 
              received for such Common Shares (including any consideration 
              paid or given to purchase any warrant, option, other right or 
              Convertible Security) and the fair market value of such Common 
              Shares on the date of such sale or issuance is less than 
              $10,000,000, or (iii) any transaction pursuant to which Common 
              Shares are issuable for other than cash and the Board of 
              Directors has made a good faith determination that the 
              consideration received for such Common Shares is equal to the 
              fair market value of such Common Shares; provided, however, 
              that any adjustment which by reason of this subsection 
              3(b)(xiv) is not required to be made shall be carried forward 
              and taken into account in any subsequent adjustment.

              (xv)  All calculations under this subsection 3(b) shall be made
              to the nearest one-thousandth of a share.

                                          20


<PAGE>

              (xvi)  Whenever a Conversion Rate shall be adjusted pursuant to
              this subsection 3(b), the corporation shall forthwith obtain, and
              cause to be delivered to each holder of Preferred Shares, a
              certificate signed by the principal financial or accounting
              officer of the corporation, setting forth in reasonable detail
              the event requiring the adjustment and the method by which such
              adjustment was calculated (including a description of the basis
              on which the Board of Directors of the corporation determined the
              fair value of any consideration other than cash pursuant to
              subsection 3(b)(ix)) and specifying the new Conversion Rate.  In
              the case referred to in subsection 3(b)(x), such a certificate
              shall be issued describing the amount and kind of  stock,
              securities, property or assets or cash which shall be receivable
              upon conversion of the Preferred Shares after giving effect to
              the provisions of such subsection (b)(x).

         (c)  RESERVATION AND VALIDITY OF COMMON SHARES.  The corporation 
         covenants and agrees that all Common Shares which may be issued 
         upon the exercise of the rights represented by each Preferred Share 
         will, upon issuance, be legally and validly issued, fully paid, and 
         nonassessable and free from all taxes, liens, and charges with 
         respect to the issue thereof except to the extent created by a 
         holder thereof and without limiting the generality of the 
         foregoing, the corporation agrees that it will from time to time 
         take all such action as may be required to assure that the par 
         value per share of the Common Shares is at all times equal to or 
         less than the consideration which would then be deemed to be 
         received by the corporation for the issuance of such Common Shares 
         pursuant to the exercise of any conversion rights relating to the 
         Preferred Shares.  The corporation further covenants and agrees 
         that during the period within which the rights represented by the 
         Preferred Shares may be exercised, the corporation will at all 
         times have authorized and reserved a sufficient number of its 
         Common Shares to provide for the exercise of the rights represented 
         by the Preferred Shares and will at its expense expeditiously upon 
         each registration of shares use its best efforts to procure the 
         listing thereof (subject to issuance

                                          21


<PAGE>

         or notice of issuance) on all stock exchanges on which the Common
         Shares are then listed.

         (d)  FRACTIONAL SHARES.  No fractional shares or scrip representing
         fractional shares shall be issued upon the conversion of any Preferred
         Shares.  If, upon the conversion of any Preferred Shares as an
         entirety, the holder would, except for the provisions of this
         subparagraph, be entitled to receive a fractional Common Share, then
         an amount equal to such fractional share multiplied by the "fair
         market value" of a Common Share shall be paid by the corporation in
         cash to such holder.

         (e)  "FAIR MARKET VALUE"; "CURRENT MARKET PRICE".  Whenever Common
         Shares of the corporation shall be regularly traded in any market, the
         "fair market value" of the Common Shares shall be deemed to mean the
         closing sales price of Common Shares on the principal national
         securities exchange on which the Common Shares may at any time be
         listed, or, if there shall have been no sales on any such exchange on
         such day, the average of the bid and asked prices at the end of such
         day, or, if the Common Shares shall not be so listed, the average of
         the high bid and low asked prices in the over-the-counter market on
         such day as reported on NASDAQ (if so quoted) or by the National
         Quotation Bureau, Inc., or, if not so traded, as determined in good
         faith by or pursuant to the directions and authorization of the Board
         of Directors of the corporation, in each such case as of the business
         day prior to the day as of which "fair market value" is being
         determined.  The term "Current Market Price" per share of Common
         Shares at any date  shall for purposes of this Section 3 be deemed to
         be the average of the "fair market value" of the Common Shares for the
         10 consecutive business days immediately preceding the day in
         question.


         (f)  NOTICE OF CAPITAL CHANGES.  In case:

              (i)  the corporation shall declare a dividend on its Common 
              Shares payable in shares of its capital stock or Convertible 
              Securities or payable otherwise than out of earnings or 
              surplus (other than capital surplus); or

                                          22


<PAGE>

              (ii)  the corporation shall authorize the issuance to all 
              holders of its Common Shares of options or warrants or other 
              rights to subscribe for or purchase its Common Shares, 
              Convertible Securities, or any subscription rights or 
              warrants; or

              (iii)  the corporation shall authorize the distribution to all 
              holders of its Common Shares of evidences of its indebtedness  
              or other property (other than cash dividends paid out of 
              earnings or surplus (other than capital surplus)), all 
              determined in accordance with generally accepted accounting 
              principles; or

              (iv)  the corporation shall fix a record date for approval of 
              any subdivision, combination, recapitalization or 
              reclassification of its Common Shares, or of any consolidation 
              or merger to which the corporation is a party and for which  
              approval of any shareholders of the corporation is required, 
              or of the sale, transfer or other disposition of all or   
              substantially all of the assets of the corporation, or any 
              other transaction whereby a Change of Control may be effected; 
              or

              (v)  the corporation shall fix a record date for approval of 
              the voluntary or involuntary dissolution, liquidation or 
              winding up of the corporation; then, in each of said cases, 
              the corporation shall give the holders of Preferred Shares 
              written notice, by registered mail, postage prepaid, of the 
              date of which (A) a record shall be taken for such dividend, 
              distribution or subscription rights or (B) such subdivision, 
              combination, recapitalization, reclassification, 
              consolidation, merger, sale, transfer, disposition, 
              dissolution, liquidation, winding up or other transaction 
              effecting a Change of Control shall take place, as the case 
              may be.  Such notice shall also specify the date as of which 
              the holders of Common Shares of record shall participate in 
              such dividend, distribution or subscription rights, or shall 
              be entitled to exchange their Common Shares for securities or 
              other property deliverable upon such subdivision,

                                          23

<PAGE>

              combination, recapitalization, reclassification, 
              consolidation, merger, sale, transfer, disposition, 
              dissolution, liquidation or winding up, as the case may be.  
              Such written notice shall be given at least ten days prior to 
              the action in question and not less than ten days prior to the 
              record date in respect thereof.

              (g)  TRANSFER TAXES.  The issuance of shares or certificates 
              for Common Shares upon the conversion of Preferred Shares 
              shall be made without charge to the converting holder of 
              record of such Preferred Shares for any tax in respect of the 
              issuance of such shares or certificates, and such certificates 
              shall be issued in the respective names of, or in such names 
              as may be directed by the holder of record of such Preferred 
              Shares; provided, however, that the corporation shall not be 
              required to pay any tax which may be payable in respect of any 
              transfer involving the issue and delivery of any such shares 
              or certificate in a name other than that of the holder of 
              record of the Preferred Shares converted, and the corporation 
              shall not be required to issue or deliver such certificates 
              unless or until the person or persons requesting the issuance 
              thereof shall have paid to the corporation the amount of such 
              tax or shall have established to the satisfaction of the 
              corporation that such tax has been paid.

4.  REDEMPTIONS.

    (a)  The corporation shall redeem, to the extent permitted by law, on July
    22, 1998 (the "Maturity Date") all of the Preferred Shares then outstanding
    on the close of business on such date.  Such redemption shall be at a
    redemption price equal to the sum of $38.00 per share, plus accrued and
    unpaid dividends thereon.

    (b)  On or after July 22, 1993, the Preferred Shares at the time
    outstanding may be redeemed by the corporation, in whole or in part, at the
    option of the corporation expressed by a resolution of its Board of
    Directors, at any time and from time to time at a redemption price per
    share equal to the percentage set forth below

                                          24


<PAGE>

    opposite the period in which such redemption occurs multiplied by $38.00,
    plus accrued and unpaid dividends thereon to the date fixed for redemption:

    Period                           Redemption Premium

    July 22, 1993 through July 21, 1994     103.625%
    July 22, 1994 through July 21, 1995     102.900
    July 22, 1995 and thereafter            100.000

    (c)  In addition to the rights of the corporation to redeem Preferred
    Shares pursuant to subsections 4(a) or (b), the holders of Preferred Shares
    shall have the right to require the corporation to redeem Preferred Shares
    in the manner and for the redemption price specified in Section 9 of the
    Purchase Agreement.

    (d)  If pursuant to subsections 4(a) or (b), the corporation shall redeem
    any Preferred Shares, the corporation shall give written notice of such
    redemption to each holder of record of Preferred Shares to be redeemed
    not less than thirty (30) nor more than sixty (60) days prior to the date
    fixed for redemption, by certified mail enclosed in a postage paid envelope
    addressed to such holder at such holder's address as the same shall appear
    on the books of the corporation.  Such notice shall (i) state that the
    corporation has elected or is required to redeem such shares, (ii) state
    the date fixed for redemption, (iii) state the amount payable on
    redemption, (iv) state that the shares called for redemption are
    convertible until the close of business on the day preceding the date fixed
    for redemption and (v) call upon such holder to surrender to the
    corporation on or after said date at its principal place of business
    designated in such notice, a certificate or certificates representing the
    number of Preferred Shares to be redeemed in accordance with such notice.
    On or after the date fixed in such notice for redemption or on or after the
    date on which the corporation shall be required to redeem Preferred Shares
    in accordance with the provisions of the Purchase Agreement, each holder of
    Preferred Shares to be so redeemed shall present and surrender the
    certificate or certificates for such shares to the corporation at the place
    designated by the corporation and thereupon the redemption price of such
    shares shall be paid to,

                                          25


<PAGE>

    or to the order of, in immediately available funds, the person whose name
    appears on such certificate or certificates as the owner thereof.  From and
    after the date fixed as the date for redemption, unless default shall be
    made by the corporation in providing for the payment of the redemption
    price pursuant to such notice, all rights of the holders of the Preferred
    Shares so redeemed, except the right to receive the  redemption price (but
    without interest thereon) shall cease and terminate; provided, however,
    that on or before the date fixed for redemption, the corporation shall
    deposit with a bank or trust company having a capital stock and surplus of
    at least $50,000,000 to be applied to the redemption of the Preferred
    Shares so called for redemption, an amount sufficient to redeem all such
    shares upon the date specified in the notice for redemption.  Any moneys so
    deposited which remain unclaimed at the end of three years from the date of
    such deposit shall be repaid to the corporation, but the corporation shall
    remain obligated to make payment thereof to the holders of such shares
    entitled thereto (subject to any applicable escheat or similar laws).  If
    less than all of the outstanding shares of a series of Preferred Shares are
    to be redeemed, such shares of such series as are to be redeemed shall be
    allocated among the holders thereof in proportion to the respective numbers
    of shares of such series held by them.

    (e)  Any Preferred Shares redeemed by the corporation shall be retired and
    shall not be reissued and the corporation may from time to time take such
    appropriate corporate action as may be necessary to reduce the authorized
    Preferred Shares.

    FIFTH:  The number of directors of the corporation shall be fixed from time
to time by its Regulations and may be increased or decreased as therein
provided, but the number of directors shall in no event be fixed at less than
nine.  The board of directors shall be divided into three classes, as nearly
equal in number as the then fixed number of directors permits, with the term of
office of one class expiring each year.  At the annual meeting of shareholders
in 1984, directors of the first class shall be elected to hold office for a term
expiring at the next succeeding annual meeting, directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual

                                          26


<PAGE>

meeting and directors of the third class shall be elected to hold office for a
term expiring at the third succeeding annual meeting.  At the annual meeting of
shareholders in 1985 and at each annual meeting of shareholders thereafter, the
successors to that class of directors whose term then expires shall be elected
to hold office for a term expiring at the third succeeding annual meeting.  In
the event of any increase in the number of directors of the corporation, the
additional directors shall be similarly classified in such a manner that each
class of directors shall be as equal in number as possible.  In the event of any
decrease in the number of directors of the corporation, such decrease shall be
effected in such a manner that each class of directors shall be as equal in
number as possible.

    SIXTH: 1.  (a)  In addition to any affirmative vote required by law or by
these Amended Articles, and except as otherwise expressly provided in paragraph
2 of this Article Sixth:

                   (1)  any merger or consolidation of the corporation or of
                   any Subsidiary (as hereinafter defined) with (A) any
                   Interested Shareholder (as hereinafter defined) or (B) any
                   other corporation (whether or not itself an Interested
                   Shareholder) which is, or after such merger or consolidation
                   would be, an Affiliate (as hereinafter defined) of an
                   Interested Shareholder; or

                   (2)  any sale, lease, exchange, mortgage, pledge, transfer
                   or other disposition (in one transaction or a series of
                   transactions) to or with any Interested Shareholder or any
                   Affiliate of any Interested Shareholder of any assets of the
                   corporation or of any Subsidiary having an aggregate Fair
                   Market Value (as hereinafter defined) of $5,000,000 or more;
                   or

                   (3)  the issuance or transfer by the corporation or by any
                   Subsidiary (in one transaction or a series of transactions)
                   of any securities of the corporation or of any Subsidiary to
                   any Interested Shareholder or to any Affiliate of any
                   Interested Shareholder in exchange for cash, securities or
                   other property (or combination thereof) having an aggregate
                   Fair Market Value of $5,000,000 or more; or

                                          27


<PAGE>

                   (4)  the adoption of any plan or proposal for the
                   liquidation or dissolution of the corporation proposed by or
                   on behalf of an Interested Shareholder or any Affiliate of
                   any Interested Shareholder; or

                   (5)  any reclassification of securities (including any
                   reverse stock split), or recapitalization of the
                   corporation, or any merger or consolidation of the
                   corporation with any Subsidiary or any other transaction
                   (whether or not with or into or otherwise involving an
                   Interested Shareholder) which has the effect, directly or
                   indirectly, of increasing the proportionate share of the
                   outstanding shares of any class of equity or convertible
                   securities of the corporation or of any Subsidiary which is
                   directly or indirectly owned by any Interested Shareholder
                   or any Affiliate of any Interested Shareholder;

    shall require the affirmative vote of the holders of at least 80% of the
    then outstanding Common Shares and Voting Preferred Shares of the
    corporation entitled to a vote (the "Voting Shares"), voting as a single
    class at a meeting of shareholders called for such purpose.  Such
    affirmative vote shall be required notwithstanding that no vote may be
    required, or that a lesser percentage may be specified, by law or in any
    agreement with any national securities exchange or otherwise.

         (b)  The term "Business Combination" as used in this Article Sixth
         shall mean any transaction referred to in any one or more of clauses
         (1) through (5) of subparagraph (a) of this paragraph 1.

    2.  The provisions of paragraph 1 of this Article Sixth shall not be
    applicable to any particular Business Combination, and such Business
    Combination shall require only such affirmative vote as is required by law
    and by any other provision of these Amended Articles, if all of the
    conditions specified in either of the following subparagraphs (a) or (b)
    are met:

         (a)  The Business Combination shall have been approved by a majority
         of the Continuing Directors (as hereinafter defined) of the
         corporation; provided, however, that such approval shall be effective
         only if obtained at a meeting at which a Continuing Director Quorum
         (as hereinafter defined) is present.

                                          28


<PAGE>

         (b)  All of the following conditions shall have been met:

              (1)  The aggregate amount of (x) cash and (y) Fair Market Value
              (determined as of the date of the consummation of the Business
              Combination) of consideration other than cash, to be received per
              share by holders of Common Shares in such Business Combination
              shall be at least equal to the highest amount determined under
              subclauses (A), (B) and (C) below:

                   (A)  the highest per share price (including any brokerage
                   commissions, transfer taxes and soliciting dealers' fees, if
                   any) paid by the Interested Shareholder for any Common Share
                   acquired by it (i) within the two-year period immediately
                   prior to the first public announcement of the proposal of
                   the Business Combination (the "Announcement Date") or (ii)
                   in the transaction in which it became an Interested
                   Shareholder, whichever is higher;

                   (B)  the Fair Market Value per Common Share on the
                   Announcement Date or on the date on which the Interested
                   Shareholder became an Interested Shareholder (the
                   "Determination Date"), whichever is higher; and

                   (C)  the price per Common Share equal to the Fair Market
                   Value per Common Share determined pursuant to subparagraph
                   (b)(1)(B) above, multiplied by the ratio of (i) the highest
                   per share price (including brokerage commissions, transfer
                   taxes and soliciting dealers' fees, if any) paid by the
                   Interested Shareholder for any Common Share acquired by it
                   within the two-year period immediately prior to the
                   Announcement Date to (ii) the Fair Market Value per Common
                   Share on the first day in such two-year period on which the
                   Interested Shareholder acquired any Common Share.

              (2)  The aggregate amount of (x) cash and (y) Fair Market Value
              (determined as of the date of the consummation of the Business
              Combination) of consideration other than cash, to be received per
              share by holders of any class of Preferred Shares shall be at
              least equal to the highest amount

                                          29


<PAGE>

              determined under subclauses (A), (B), (C) and (D) below:

                   (A)  the highest per share price (including brokerage
                   commissions, transfer taxes and soliciting dealers' fee, if
                   any) paid by the Interested Shareholder for any shares of
                   such class of Preferred Shares acquired by it (i) within
                   the two-year period immediately prior to the Announcement
                   Date or (ii) in the transaction in which it became an
                   Interested Shareholder, whichever is higher;

                   (B)  the highest preferential amount per share to which the
                   holders of such class of Preferred Shares would be entitled
                   in the event of any voluntary or involuntary liquidation,
                   dissolution or winding up of the affairs of the corporation
                   regardless of whether the Business Combination to be
                   consummated constitutes such an event;

                   (C)  the Fair Market Value per share of such class of
                   Preferred Shares on the Announcement Date or on the
                   Determination Date, whichever is higher; and

                   (D)  the price per Preferred Share equal to the Fair Market
                   Value per share of such class of Preferred Shares determined
                   pursuant to subparagraph (b)(2)(C) above, multiplied by the
                   ratio of (i) the highest per share price (including
                   brokerage commissions, transfer taxes and soliciting
                   dealers' fees, if any) paid by the Interested Shareholder
                   for any shares of such class of Preferred Shares acquired by
                   it within the two-year period immediately prior to the
                   Announcement Date to (ii) the Fair Market Value per share of
                   such class of Preferred Shares on the first day in such
                   two-year period on which the Interested Shareholder acquired
                   any share of such class of Preferred Shares.

              The provisions of this subparagraph (b)(2) shall be required to
              be met with respect to every class of outstanding Preferred
              Shares, whether or not the Interested Shareholder has previously
              acquired any shares of a particular class of Preferred Shares.

                                          30


<PAGE>

              (3)  The consideration to be received by holders of Common Shares
              or of a particular class of Preferred Shares shall be in cash or
              in the same form as the Interested Shareholder has previously
              paid for shares of each such class of Common Shares or Preferred
              Shares, respectively.  If the Interested Shareholder has paid for
              shares of any class of Common Shares or Preferred Shares,
              respectively, with varying forms of consideration, the form of
              consideration for such class shall be either cash or that form
              used to acquire the largest number of shares of such class
              previously acquired by the Interested Shareholder.

              (4)  After such Interested Shareholder has become an Interested
              Shareholder and prior to the consummation of such Business
              Combination: (A) except as approved by a majority of the
              Continuing  Directors, there shall have been no failure to
              declare and pay at the regular date therefor any full quarterly
              dividends (whether or not cumulative) on outstanding Preferred
              Shares; (B) except as approved by a majority of the Continuing
              Directors, there shall have been (i) no reduction in the annual
              rate of dividends paid on Common Shares (except as necessary to
              reflect any subdivision of the Common Shares); and (ii) an
              increase in such annual rate of dividends as necessary to reflect
              any reclassification (including any reverse stock split),
              recapitalization, reorganization or any similar transaction which
              has the effect of reducing the number of outstanding Common
              Shares; and (C) such Interested Shareholder shall not have become
              the beneficial owner of any additional Common or Preferred Shares
              of the corporation except as part of the transaction which
              results in such Interested  Shareholder becoming an Interested
              Shareholder.  The approval by a majority of the Continuing
              Directors of any exception to the requirements set forth in
              clauses (A) and (B) above shall be effective only if obtained at
              a meeting at which a Continuing Director Quorum is present.

              (5)  After such Interested Shareholder has become an Interested
              Shareholder, such Interested Shareholder shall not have received
              the benefit, directly or indirectly (except proportionately as a
              shareholder), of any loans, advances, guarantees, pledges or
              other financial assistance

                                          31


<PAGE>

              or any tax credits or other tax advantages provided by the
              corporation, whether in anticipation of or in connection with
              such Business Combination or otherwise.

              (6)  A proxy or information statement describing the proposed
              Business Combination and complying with the requirements of the
              Securities Exchange Act of 1934 and the rules and regulations
              thereunder (or any subsequent provisions amending or replacing
              such Act, rules or regulations) shall be mailed to all
              shareholders of the corporation at  least 30 days prior to the
              consummation of such Business Combination (whether or not such
              proxy or information statement is required to be mailed pursuant
              to such Act, rules, regulations or subsequent provisions).

    3.   For the purposes of this Article Sixth:

         (a)  The term "person" shall mean any individual, firm, partnership,
              corporation or other entity.

         (b)  The term "Interested Shareholder" shall mean any person (other 
              than the corporation or any Subsidiary and other than any 
              profit-sharing, employee stock ownership or other employee 
              benefit plan of the corporation or of any Subsidiary or any 
              trustee of or fiduciary with respect to any such plan when 
              acting in such capacity) who or which:

              (1)  is the beneficial owner (as hereinafter defined) of 10% or
              more of the outstanding Voting Shares; or

              (2)  is an Affiliate (as hereinafter defined) of the corporation
              and at any time within the two-year period immediately prior to
              the date in question was the beneficial owner of 10% or more of
              the outstanding Voting Shares; or

              (3)  is an assignee of or has otherwise succeeded to any
              outstanding Voting Shares which were at any time within the
              two-year period immediately prior to the date in question
              beneficially owned by any Interested Shareholder, if such
              assignment or succession shall have occurred in the course of a
              transaction or series of transactions not

                                          32


<PAGE>

              involving a public offering within the meaning of the Securities
              Act of 1933.

         (c)  A person shall be deemed the "beneficial owner" of any Voting
              Shares:

              (1)  which such person or any of its Affiliates or Associates (as
              hereinafter defined) beneficially owns, directly or indirectly;
              or

              (2)  which such person or any of its Affiliates or Associates
              has, directly or indirectly, (A) the right to acquire (whether
              such right is exercisable immediately or only after the passage
              of time), pursuant to any agreement, arrangement or understanding
              or upon the exercise of conversion rights, exchange rights,
              warrants or options, or otherwise, or (B) the right to vote
              pursuant to any agreement, arrangement or understanding; or

              (3)  which are beneficially owned, directly or indirectly, by any
              other person with which such person or any of its Affiliates or
              Associates has any agreement, arrangement or understanding for
              the purpose of acquiring, holding, voting or disposing of any
              Voting Shares.

         (d)  For the purposes of determining whether a person is an Interested
         Shareholder pursuant to subparagraph (b) of this paragraph 3, the
         number of Voting Shares deemed to be outstanding shall include shares
         deemed owned through application of subparagraph (c) of this paragraph
         3 but shall not include any other Voting Shares which may be issuable
         pursuant to any agreement, arrangement or understanding, or upon
         exercise of conversion rights, warrants or options, or otherwise.

         (e)  The terms "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule l2b-2 of the General Rules and
         Regulations promulgated by the Securities and Exchange Commission
         under the Securities Exchange Act of 1934, as in effect on March 1,
         l984.

         (f)  The term "Subsidiary" means any corporation of which a majority
         of any class of equity

                                          33


<PAGE>

         security is owned, directly, or indirectly, by the corporation;
         provided, however, that for the purposes of the definition of
         Interested Shareholder set forth in subparagraph (b) of this paragraph
         3, the term "Subsidiary" shall mean only a corporation of which a
         majority of each class of equity security is owned, directly or
         indirectly, by the corporation.

         (g)  The term "Continuing Director" means any member of the board of
         directors of the corporation who is unaffiliated with the Interested
         Shareholder and was a member of the board of directors prior to the
         time that the Interested Shareholder became an Interested Shareholder,
         and any successor of a Continuing Director who is unaffiliated with
         the Interested Shareholder and is either recommended or elected to
         succeed a Continuing Director by a majority of Continuing Directors,
         provided that such recommendation or election shall be effective only
         if made at a meeting at which a Continuing Director Quorum is present.

         (h)  The term "Continuing Director Quorum" means that number of
         Continuing Directors constituting at least two-thirds of the whole
         authorized number of directors of the corporation, but in any event
         not fewer than six Continuing Directors, capable of exercising the
         powers conferred upon them under the provisions of these Amended
         Articles or the Amended Regulations of the corporation or by law.

         (i)  The term "Fair Market Value" means: (1) in the case of shares,
         the highest closing sale price of a share during the 30-day period
         immediately preceding the date in question on the Composite Tape for
         New York Stock Exchange-Listed Stocks, or, if the sale price of such
         share is not quoted on the Composite Tape, on the New York Stock
         Exchange, or, if such shares are not listed on such Exchange, on the
         principal United States securities exchange registered under the
         Securities Exchange Act of 1934 on which such shares are listed, or,
         if such shares are not listed on any such exchange, the highest
         closing bid quotation with respect to a share during the 30-day period
         preceding the date in question on the National Association of
         Securities Dealers, Inc. Automated Quotations System or any system
         then in use, or, if no such quotations are

                                          34


<PAGE>

         available, the fair market value on the date in question of such share
         as determined by the board of directors of the corporation in good
         faith; and (2) in the case of property other than cash or shares, the
         fair market value of such property on the date in question as
         determined in good faith by a majority of Continuing Directors,
         provided that such determination shall be effective only if made at a
         meeting at which a Continuing Director Quorum is present.

         (j)  The term "Common Shares" shall mean Common Shares of the
         corporation or, where appropriate for purposes of subparagraph (b) of
         paragraph 2 of this Article Sixth, of Cincinnati Bell Inc. prior to
         July 1, 1983.

         (k)  The term "Preferred Shares" shall mean Voting Preferred Shares,
         Non-Voting Preferred Shares and any other class of Preferred Shares
         which may from time to time be authorized in or by these Amended
         Articles and which by the terms of its issuance is specifically
         designated  "Preferred Shares" for purposes of this Article Sixth.

         (l)  In the event of any Business Combination in which the corporation
         survives, the phrase "consideration, other than cash, to be received "
         as used in subparagraphs (b)(1) and (2) of paragraph 2 of this
         Article Sixth shall include Common Shares and/or any other Voting
         Shares retained by the holders of such shares.

    4.   Nothing contained in this Article Sixth shall be construed to relieve
    any Interested Shareholder from any fiduciary obligation imposed by law.

    5.   Notwithstanding any other provisions of these Amended Articles or the
    Amended Regulations of the corporation (and notwithstanding that a lesser
    percentage may be specified by law, these Amended Articles or the Amended
    Regulations of the corporation), the affirmative vote of the holders of at
    least 80% of the then outstanding Voting Shares, voting as a single class
    at a meeting of shareholders called for such purpose, shall be required to
    amend or repeal, or adopt any provisions of these Amended Articles
    inconsistent with, this Article Sixth; provided, however, that if the board
    of directors of the corporation has recommended such amendment, repeal or
    adoption, and if, as of the record date for the

                                          35


<PAGE>

    determination of shareholders entitled to vote thereon, no person is known
    by the board of directors to be an Interested Shareholder, then the
    affirmative vote of the holders of only two-thirds of the then outstanding
    Voting Shares, voting as a single class at a meeting of shareholders called
    for such purpose, shall be required to amend or repeal, or adopt any
    provisions inconsistent with, this Article Sixth.

     SEVENTH:  The corporation, by action of the board of directors and without
action by the shareholders, may purchase its shares of any class for the
purposes and to the extent permitted by law.

     EIGHTH:  Notwithstanding any provision of the General Corporation Law of
Ohio now or hereafter in effect, no shareholder shall have the right to vote
cumulatively in the election of directors.  Without limiting the generality of
the preceding sentence, no shareholder shall have the right at any time in the
election of directors either to give one candidate as many votes as the number
of directors to be elected multiplied by the number of his votes equals or to
distribute his votes on the same principle among two or more candidates.

      NINTH:  These Amended Articles of Incorporation supersede and take the
place of the existing Amended Articles of Incorporation.



                                          36





<PAGE>



                              AMENDED REGULATIONS

                              CINCINNATI BELL INC.



                              ARTICLE I - MEETINGS



SECTION 1.  ANNUAL MEETING.  The annual meeting of shareholders of the 
corporation shall be held in the fourth month following the close of the 
corporation's fiscal year on such date as the board of directors may from 
time to time determine.

SECTION 2.  PLACE OF MEETINGS.  All meetings of shareholders shall be held at 
such place within or without the State of Ohio as may be designated in the 
notice of the meeting.

SECTION 3.  QUORUM.  At all meetings of shareholders the holders of a 
majority of the shares issued and outstanding and entitled to vote at such 
meeting, present in person or by proxy, shall constitute a quorum, but no 
action required by law, the Amended Articles or the Amended Regulations to be 
authorized or taken by the holders of a designated proportion of the shares 
of any particular class or of each class, may be authorized or taken by a 
lesser proportion.

SECTION 4.  SPECIAL MEETINGS.  Special Meetings of shareholders for any 
purpose or purposes may be called by the chairman of the board, by the 
president, by the vice president authorized to exercise the authority of the 
president in case of the president's absence, death or disability, by 
resolution
 of the directors or by resolution of the holders of not less than 
one-half of the outstanding voting power of the corporation.


<PAGE>

                      ARTICLE II - BOARD OF DIRECTORS



SECTION 1.  NUMBER.  The number of directors of the corporation, which shall 
be not less than nine nor more than seventeen, shall be eleven until 
increased or decreased by the affirmative vote of two-thirds of the whole 
authorized number of directors or by the affirmative vote of the holders of 
at least two-thirds of the outstanding voting power of the corporation voting 
as a single class at a meeting of shareholders called for the purpose of 
electing directors. No reduction in the number of directors shall have the 
effect of shortening the term of any incumbent director.

SECTION 2.  MEETINGS.  An organization meeting of the board of directors may 
be held, without notice, immediately after the annual meeting of shareholders 
for the purpose of electing officers, creating an executive committee and 
attending to such other business as may properly come before the meeting. 
Additional regular meetings shall be held at such times as the board of 
directors may from time to time determine.

SECTION 3.  PLACE OF MEETINGS.  All meetings of the board of directors shall 
be held at such place within or without the State of Ohio as may be 
designated in the notice of the meeting.

SECTION 4.  REMOVAL.  Any director may be removed from office, without 
assigning cause, by the affirmative vote of the holders of at least 
two-thirds of the outstanding voting power of the corporation voting as a 
single class at a meeting of shareholders called for such purpose.


<PAGE>

SECTION 5.  VACANCIES.  Any vacancy on the board of directors, whether 
created by an increase in the number of directors, removal of a director, 
death or resignation of a director or otherwise, may be filled by the 
remaining directors, though less than a majority of the whole authorized 
number of directors, by a majority vote, or by the affirmative vote of the 
holders of at least two-thirds of the outstanding voting power of the 
corporation voting as a single class at a meeting of shareholders called for 
such purpose.



              ARTICLE III - EXECUTIVE AND OTHER COMMITTEES



SECTION 1.  ELECTION AND POWERS.  The board of directors shall create an 
executive committee of not less than three directors, including the chairman 
of the board, if one has been elected, and the president.  The board of 
directors may appoint one or more directors as alternate members of the 
executive committee, who may take the place of any absent member or members 
at any meeting of the executive committee.  Subject to such limitations as 
the board of directors may from time to time prescribe, the executive 
committee shall have all the powers of the board of directors in the 
intervals between meetings of the board, other than that of filling vacancies 
among the directors or in any committee of the directors.

SECTION 2.  MEETINGS AND QUORUM.   Regular meetings of the executive 
committee shall be held at such times as the executive committee may from 
time to time determine, and special meetings of the executive committee may 
be called by the chairman of the board, if one has been elected, or the 
president to be held at any time and place and shall be called when any two 
members of the executive committee so request in writing specifying the 
purpose of the meeting. A majority of the executive committee shall 
constitute a quorum for a meeting, and the act of a majority of the members 
of the executive committee present at a meeting at which a quorum is present 
shall be the act of the executive committee.


<PAGE>

SECTION 3.  RECORDS.  The executive committee shall keep a full record of its 
proceedings, and all action by the executive committee shall be reported to 
the board of directors at its next meeting.

SECTION 4.  OTHER COMMITTEES.  The board of directors may create such other 
standing or special committees, to consist of not less than three directors, 
as it deems desirable.  Each such committee shall have such powers and 
perform such duties as may be delegated to it by the board of directors. A 
majority of any such committee shall constitute a quorum for a meeting, and 
the act of a majority of the members of the committee present at a meeting at 
which a quorum is present shall be the act of the committee.



                            ARTICLE IV - OFFICERS



SECTION 1.  POWERS AND DUTIES.  Subject to such limitations as the board of 
directors may from time to time prescribe, the officers shall each have such 
powers and perform such duties as generally pertain to their respective 
offices and such further powers and duties as may be conferred from time to 
time by the board of directors or, in the case of all officers other than the 
chief executive officer, by the chief executive officer.  The president shall 
be the chief executive officer except that whenever a chairman of the board 
is elected, the board of directors shall designate either the chairman or the 
president as the chief executive officer.

SECTION 2.  BONDS.  Any officer or employee may be required to give bond for 
the faithful discharge of his duties in such sum and with such surety or 
sureties as the board of directors may from time to time determine. The 
premium on any such bond or bonds shall be paid by the corporation.


<PAGE>

                       ARTICLE V - INDEMNIFICATION
                        OF DIRECTORS AND OFFICERS

The corporation shall, to the full extent permitted by the General 
Corporation Law of Ohio, indemnify all persons whom it may indemnify pursuant 
thereto.


                    ARTICLE VI - CERTIFICATES FOR SHARES


If any certificate for shares of the corporation is lost, stolen or 
destroyed, a new certificate may be issued upon such terms or under such 
rules as the board of directors may from time to time determine or adopt.


                           ARTICLE VII - SEAL


The seal of the corporation shall be in such form as the board of directors 
may from time to time determine.

                       ARTICLE VIII - ALTERATION,
                          AMENDMENT OR REPEAL


These Amended Regulations may be altered, amended or repealed only by the 
affirmative vote of the holders of at least two-thirds of the outstanding 
voting power of the corporation voting as a single class at a meeting of 
shareholders called for such purpose, unless such alteration, amendment or 
repeal is recommended by the affirmative vote of two-thirds of the whole 
authorized number of directors, in which case these Amended Regulations may 
be altered, amended or repealed by the affirmative vote of the holders of a 
majority of the outstanding voting power of the corporation voting as a 
single class at a meeting of shareholders called for such purpose.




<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
     1997 Long Term Incentive 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"), 15,000,000 common shares, par
value $1.00 per share (the "Common Shares"), of the Company offered pursuant to
the 1997 Cincinnati Bell Inc. Long Term Incentive 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 (or when issued and paid for pursuant to the 
options to be granted 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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, 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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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, HER ATTORNEYS FOR HER AND IN HER 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 SHE 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>

                               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 CINCINNATI BELL INC. 1997 LONG TERM INCENTIVE 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/ 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>

                              CINCINNATI BELL INC.
                         1997 LONG TERM INCENTIVE PLAN

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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