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

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

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

                             MATRIXX MARKETING INC.
                           PROFIT SHARING/401(k) PLAN
                            (Full title of the plan)

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

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

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

                  Please send copies of all communications to:

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

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

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------
Title of          Amount          Proposed Maximum    Proposed Maximum     Amount of
Securities        To be           Offering Price      Aggregate Offering   Registration
To be Registered  Registered      Per Share(1)        Price                Fee
- ----------------------------------------------------------------------------------------
<S>               <C>             <C>                 <C>                  <C>
Common Shares,                                                
Par value $1.00           
Per share(2)      1,500,000       $58.313              $87,469,500          $26,505.91
- ----------------------------------------------------------------------------------------
</TABLE>


(1) Estimated in accordance with Rule 457(c) pursuant to Rule 457(h)(i), based
    upon the average of the high and low prices per share on the New York Stock
    Exchange on May 27, 1997, solely for the purpose of calculation of the
    registration fee.

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


<PAGE>

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

  3.   The Company's Current Report on Form 8-K filed April 29, 1997.

  4.   The Company's Annual Report on Form 11-K for the Matrixx Marketing 
       Inc. Profit Sharing/401(k) Plan filed June 24, 1996.
     
All documents subsequently filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Subsequently 
Filed Documents"), prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part of this 
Registration Statement from the date of filing such documents.

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

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

ITEM 4.  DESCRIPTION OF CAPITAL STOCK

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

     The authorized capital stock of the Company consists of 480,000,000 
common shares, par value $1.00 per share (the "Common Shares"), and 5,000,000 
preferred shares, without par value (the "Preferred Shares"), of which 
4,000,000 are voting preferred shares (the

                                    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;

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

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

          (c)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.
          
     (2)  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

     (3)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act and is therefore unenforceable.  In 
the event that a claim for indemnification against such liabilities (other 
than the payment by the registrant of expenses 

                                    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.

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


                                      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>

     Pursuant to the requirements of the Securities Act of 1933, the trustees 
(or other persons who administer the employee benefit plan) have duly caused 
this registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on 
June 2, 1997.

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

                                   By:  MATRIXX MARKETING INC.


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


                                     II-11


<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit        Description                                                            Page
<S>            <C>                                                                    <C>
3.1            The Company's Amended Articles of Incorporation are hereby 
               incorporated by reference to Exhibit 3.1 to the Registration 
               Statement on Form S-8 for the Cincinnati Bell Inc. 1997 Long 
               Term Incentive Plan filed June 3, 1997

3.2            The Company's Amended Regulations are hereby incorporated by 
               reference to Exhibit 3.2 to the Registration Statement on 
               Form S-8 for the Cincinnati Bell Inc. 1997 Long Term Incentive 
               Plan filed on June 3, 1997

4.1            The Company's Rights Agreement is hereby incorporated by 
               reference to Exhibit 4.1 to the Registration Statement on 
               Form 8A filed on May 1, 1997 

5              Opinion of Frost & Jacobs LLP                  

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

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

24             Powers of Attorney                             

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

</TABLE>


                                   II-12
 






<PAGE>

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



June 3, 1997

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

Re:  Cincinnati Bell Inc. Form S-8 Registration Statement
     Matrixx Marketing Inc. Profit Sharing/401(k) Plan 
     ----------------------------------------------------

Gentlemen:

We are counsel for Cincinnati Bell Inc., an Ohio corporation (the "Company"), 
which is named as the registrant in the Registration Statement on Form S-8 
which is being filed on or about June 3, 1997 with the Securities and 
Exchange Commission (the "Commission") for the purpose of registering under 
the Securities Act of 1933, as amended (the "Act"), 1,500,000 common shares, 
par value $1.00 per share (the "Common Shares"), of the Company offered 
pursuant to the Matrixx Marketing Inc. Profit Sharing/401(k) Plan (the 
"Plan").

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


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

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

Very truly yours,

/s/ Frost & Jacobs




<PAGE>

                                                                   EXHIBIT 23.2






CONSENT OF INDEPENDENT ACCOUNTANTS


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



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



Coopers & Lybrand, L.L.P.
Cincinnati, Ohio
May 30, 1997






<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

          WHEREAS, CINCINNATI BELL INC., AN OHIO CORPORATION (HEREINAFTER 
REFERRED TO AS THE "COMPANY"), PROPOSES SHORTLY TO FILE WITH THE SECURITIES 
AND EXCHANGE COMMISSION UNDER THE PROVISIONS OF THE SECURITIES ACT OF 1933, 
AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, A REGISTRATION 
STATEMENT FOR THE MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS
 MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.

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




STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

          ON THE 30TH DAY OF MAY, 1997, PERSONALLY APPEARED BEFORE ME JOHN F. 
BARRETT, TO ME KNOWN AND KNOWN TO ME TO BE THE PERSON DESCRIBED IN AND WHO 
EXECUTED THE FOREGOING INSTRUMENT, AND HE DULY ACKNOWLEDGED TO ME THAT HE 
EXECUTED AND DELIVERED THE SAME FOR THE PURPOSES THEREIN EXPRESSED.

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


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



<PAGE>
                                        

                                       
                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

          WHEREAS, CINCINNATI BELL INC., AN OHIO CORPORATION (HEREINAFTER 
REFERRED TO AS THE "COMPANY"), PROPOSES SHORTLY TO FILE WITH THE SECURITIES 
AND EXCHANGE COMMISSION UNDER THE PROVISIONS OF THE SECURITIES ACT OF 1933, 
AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, A REGISTRATION 
STATEMENT FOR THE MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.


                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.


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




STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

          ON THE 30TH DAY OF MAY, 1997, PERSONALLY APPEARED BEFORE ME JAMES 
F. ORR, TO ME KNOWN AND KNOWN TO ME TO BE THE PERSON DESCRIBED IN AND WHO 
EXECUTED THE FOREGOING INSTRUMENT, AND HE DULY ACKNOWLEDGED TO ME THAT HE 
EXECUTED AND DELIVERED THE SAME FOR THE PURPOSES THEREIN EXPRESSED.

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


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


<PAGE>



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS:

          WHEREAS, CINCINNATI BELL INC., AN OHIO CORPORATION (HEREINAFTER 
REFERRED TO AS THE "COMPANY"), PROPOSES SHORTLY TO FILE WITH THE SECURITIES 
AND EXCHANGE COMMISSION UNDER THE PROVISIONS OF THE SECURITIES ACT OF 1933, 
AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, A REGISTRATION 
STATEMENT FOR THE MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.


                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.


                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS
30TH DAY OF MAY, 1997.


                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.


                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.

                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS
30TH DAY OF MAY, 1997.

                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS
30TH DAY OF MAY, 1997.

                              /s/ John 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HIS ATTORNEYS FOR HIM AND IN HIS NAME, 
PLACE AND STEAD, AND IN HIS OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HIS HAND THIS 
30TH DAY OF MAY, 1997.

                              /s/ 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 MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN ON FORM 
S-8; AND

          WHEREAS, THE UNDERSIGNED IS A DIRECTOR OF THE COMPANY;

          NOW, THEREFORE, THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS  
JOHN T. LAMACCHIA, BRIAN C. HENRY, WILLIAM H. ZIMMER III AND WILLIAM D. 
BASKETT III, AND EACH OF THEM SINGLY, HER ATTORNEYS FOR HER AND IN HER NAME, 
PLACE AND STEAD, AND IN HER OFFICE AND CAPACITY IN THE COMPANY, TO EXECUTE 
AND FILE SUCH REGISTRATION STATEMENT ON FORM S-8, AND THEREAFTER TO EXECUTE 
AND FILE ANY AMENDMENTS OR SUPPLEMENTS THERETO, HEREBY GIVING AND GRANTING TO 
SAID ATTORNEYS FULL POWER AND AUTHORITY TO DO AND PERFORM ALL AND EVERY ACT 
AND THING WHATSOEVER REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE 
PREMISES AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IF 
PERSONALLY PRESENT AT THE DOING THEREOF, HEREBY RATIFYING AND CONFIRMING ALL 
THAT SAID ATTORNEYS MAY OR SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE 
HEREOF.

          IN WITNESS WHEREOF, THE UNDERSIGNED HAS HEREUNTO SET HER HAND THIS 
30TH DAY OF MAY, 1997.

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




STATE OF OHIO       )
                    ) SS:
COUNTY OF HAMILTON  )

          ON THE 30TH DAY OF MAY, 1997, PERSONALLY APPEARED BEFORE ME MARY D. 
NELSON, TO ME KNOWN AND KNOWN TO ME TO BE THE PERSON DESCRIBED IN AND WHO 
EXECUTED THE FOREGOING INSTRUMENT, AND SHE DULY ACKNOWLEDGED TO ME THAT SHE 
EXECUTED AND DELIVERED THE SAME FOR THE PURPOSES THEREIN EXPRESSED.

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

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

                                        





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                             MATRIXX MARKETING INC.

                           PROFIT SHARING/401(k) PLAN



              (As amended and restated effective December 1, 1996)


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

                                TABLE OF CONTENTS

                                                             Page


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

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

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

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

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

                                 i


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                            TABLE OF CONTENTS
                                (continued)


                                                             Page

SECTION 6 - LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS . .  11
     6.1  Section 404 Limitations. . . . . . . . . . . . . .  11
     6.2  Section 401(k) Limitations . . . . . . . . . . . .  11
     6.3  Section 401(m) Limitations . . . . . . . . . . . .  12
     6.4  Section 401(m) Alternate Limitations . . . . . . .  13
     6.5  Maximum Annual Additions . . . . . . . . . . . . .  14
     6.6  Highly Compensated Employee. . . . . . . . . . . .  15
     6.7  Compensation . . . . . . . . . . . . . . . . . . .  16
     6.8  Section 402(g) Limitation. . . . . . . . . . . . .  17


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

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

                                 ii


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                            TABLE OF CONTENTS
                                (continued)


                                                             Page

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

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

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

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

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

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

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

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

                            iii


<PAGE>
                            TABLE OF CONTENTS
                                (continued)


                                                             Page

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

                               iv


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                         MATRIXX MARKETING INC.

                       PROFIT SHARING 401(k) PLAN


                               SECTION 1

                         NAME AND PURPOSE OF PLAN

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

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

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

                                 SECTION 2 

                  GENERAL DEFINITIONS; GENDER AND NUMBER

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

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

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

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


<PAGE>

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

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

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

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

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

          2.1.9     "Covered Compensation" means, with respect to any 
Participant, for any computation period, the total salary, hourly wages, 
commissions and bonuses paid to him by the Company during the computation 
period for services rendered as a Covered Employee, plus the additional 
amount of such compensation that the Company would have paid to the 
Participant during the computation period for services rendered as a Covered 
Employee if the Participant had not entered into a cash or deferred 
arrangement described in section 401(k) of the Code or elected non-taxable 
benefits under a cafeteria plan described in section 125 of the Code, but 
excluding  mileage reimbursements, tuition reimbursements, relocation 
reimbursements, income attributable to stock options and restricted stock 
grants, special incentives and other special extra compensation.  For 
purposes of the Plan, a Participant's annual Covered Compensation shall not 
be deemed to exceed the maximum amount permitted under section 401(a)(17) of 
the Code.

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

                                       2


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

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

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

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

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

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

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

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

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

         2.1.20     "Plan Year" means the calendar year.

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

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

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

                                     3


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

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

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

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

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

         2.1.29     "WATS Account" means the bookkeeping account established 
for a Participant in accordance with the provisions of Section 7.8.

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

                                 SECTION 3

                             CREDITED SERVICE

     3.1 ELIGIBILITY SERVICE.  Each Employee who has completed at least 1,000 
Hours of Service during the 12-month period commencing on the day he first 
performs an Hour of Service for an Affiliated Employer shall be credited with 
one year of Eligibility Service as of the last day of such 12-month period. 
Each Employee who fails to complete at least 1,000 Hours of Service during 
the 12-month period commencing on the day he first performs an Hour of 
Service for an Affiliated Employer shall be credited with one year of 
Eligibility Service as of the last day of the first Plan Year (commencing on 
or after the day he first performs an Hour of Service for an Affiliated 
Employer) during which he completes at least 1,000 Hours of Service.

     Notwithstanding the foregoing, if an Employee who does not have any 
nonforfeitable right under the Plan to an accrued benefit derived from 
Company contributions has a Break in Service of at least five years prior to 
August 1, 1996 and if the number of Plan Years during such Break in Service 
equals or exceeds the number of his years of Eligibility Service on the day 
preceding such Break in Service (excluding any years of Eligibility Service 
prior to such Break in Service not required to be taken into account by 
reason of a prior Break in Service), his years of Eligibility Service prior 
to such Break in Service shall be disregarded for purposes of determining his 
eligibility to become a Participant in the Plan.

                                     4


<PAGE>

     3.2 VESTING SERVICE.  Each Employee shall be credited with one year of 
Vesting Service for each Plan Year (ending on or after his 18th birthday) 
during which he completes at least 1,000 Hours of Service.  Notwithstanding 
the foregoing, if an Employee who does not have any nonforfeitable right 
under the Plan to an accrued benefit derived from Company contributions has a 
Break in Service of at least five years prior to August 1, 1996 and if the 
number of Plan Years during such Break in Service equals or exceeds the 
number of his years of Vesting Service on the day preceding such Break in 
Service (excluding any years of Vesting Service prior to such Break in 
Service not required to be taken into account by reason of a prior Break in 
Service), his years of Vesting Service prior to such Break in Service shall 
be disregarded for purposes of the Plan.

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

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

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

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

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

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

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

                                    5

<PAGE>

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

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

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

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

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

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

                                   6


<PAGE>

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

                                  SECTION 4 

                        ELIGIBILITY AND PARTICIPATION

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

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

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

     4.2 PARTICIPATION.  Each person who satisfies the eligibility 
requirements of Section 4.1.1 or 4.1.2 on January 1, 1991 shall automatically 
become a Participant in the Plan on January 1, 1991.  Each person who does 
not satisfy the eligibility requirements of Section 4.1.1 or 4.1.2 shall 
automatically become a Participant in the Plan on the first Entry Date after 
January 1, 1991 on which he satisfies all of the Eligibility Requirements of 
Section 4.1.2.  An Employee who satisfies the service and age requirements of 
Section 4.1.2 on any Entry Date, but who is not a Covered Employee on such 
Entry Date, shall automatically become a Participant in the Plan on the first 
day after such Entry Date on which he is employed as a Covered Employee.  
Each Participant shall remain a Participant so long as he remains an Employee 
and until his Plan Accounts have been fully distributed or forfeited.

     4.3 REEMPLOYMENT.  If a former Participant returns to employment as a 
Covered Employee before he has a one year Break in Service, he shall be 
reinstated as a Participant as of the date on which he is reemployed as a 
Covered Employee.  If a former Participant returns to employment as a Covered 
Employee after he has at least a one year Break in Service but prior to 
August 1, 1996:  (a) he shall not be reinstated as a Participant unless he 
completes one year of Eligibility Service (determined as provided in Section 
3.1) after the date on which he is reemployed; and (b) if he completes one 
year of Eligibility Service (determined as provided in Section 3.1) after the 
date on which he is reemployed, he shall be reinstated as a Participant, 
retroactively, as of the first day of the twelve consecutive month period 
used to complete such year of Eligibility Service.  If a former Participant 
returns to employment as a Covered Employee 

                                      7


<PAGE>

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

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

                                 SECTION 5

                               CONTRIBUTIONS

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

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

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

                                     8


<PAGE>

     5.2 EMPLOYER CONTRIBUTIONS.

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

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

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

                                     9


<PAGE>

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

     Notwithstanding the foregoing, in the event of a distribution of the 
pre-tax contributions made on behalf of a Participant under Section 6.2, any 
Company contributions (and earnings thereon) under this Section 5.2.3 which 
are attributable to such distributed pre-tax contributions also shall be 
distributed to the Participant at the same time; provided, however, that if 
such Company contributions (and earnings thereon) would have been subject to 
forfeiture if the Participant had ceased to be an Employee, such contribution 
and earnings shall not be distributed but shall be forfeited.

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

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

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

               (c)  Each Participant who ceased to be an Employee during the 
Plan Year by reason of his Total Disability.

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

     5.4 ROLLOVER CONTRIBUTIONS.  With the consent of the Committee, a 
Covered Employee may make a rollover contribution to the Trust as described 
in section 401(a)(5), 403(a)(4) or 408(d)(3) of the Code; provided that no 
Covered Employee may roll over any amounts which were previously deducted by 
him under section 219 of the Code.  Any rollover contribution must be made in 
cash.  A Covered Employee who makes a rollover contribution under this 
Section 5.4 prior to becoming a Participant shall thereupon become a 
Participant, provided that such Participant may not authorize contributions 
under Section 5.1 or share in Company contributions under Section 5.2 prior 
to the date on which his participation otherwise would have commenced under 
Section 4.2  For purposes of this Section 5.4 only, the term "Covered 
Employee" shall include persons who are eligible to participate in MATRIXX 
Marketing Inc. Executive Deferred Compensation Plan provided that they 
otherwise satisfy the definition of "Covered Employee" under Section 2.1.9.

                                  10


<PAGE>

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

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

                                SECTION 6 

              LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

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

     6.2 SECTION 401(k) LIMITATIONS.  If for any Plan Year the Company's 
contributions under Section 5.1 on behalf of those Participants who are 
Highly Compensated Employees exceed both the limitation contained in Section 
6.2.1 and the limitation contained in Section 6.2.2, the contributions on 
behalf of such Participants (adjusted for earnings and losses) shall, to the 
extent necessary to insure that at least one of such limitations will not be 
exceeded, be distributed to such Participants prior to the end of the 
following Plan Year. To determine the amount of corrective distributions 
required under this Section, contributions shall be adjusted to reflect any 
earnings or losses attributable thereto in the same manner used by the Plan 
to value Plan Accounts.  The amount of excess contributions to be distributed 
under this Section with respect to a Participant for a Plan Year shall be 
reduced by any amounts previously distributed to the Participant for such 
Plan Year in accordance with Section 6.8.  Distribution shall be made by 
reducing Individual 

                                    11


<PAGE>

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

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

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

Notwithstanding the foregoing, at the election of the Company, in lieu of 
making distributions to those Participants who are Highly Compensated 
Employees, the Company may make special contributions on behalf of those 
Participants who are not Highly Compensated Employees in an amount sufficient 
to satisfy the limitations of Section 6.2.1 or 6.2.2.  Such special 
contributions shall be allocated among the Salary Deferral Accounts of those 
Participants who are entitled to share in the Company's contributions under 
Section 5.1 for the Plan Year and who are not Highly Compensated Employees in 
the proportion that each such Participant's Compensation for the Plan Year 
bears to all such Participants' Compensation for the Plan Year and, for 
purposes of the Plan, they shall be treated as such Participants 
Contributions under Section 5.1.  For purposes of this Section 6.2, (a) the 
"Average Deferral Percentage" for a specified group of Participants shall be 
the average of such Participants' Individual Deferral Percentages and (b) 
"Individual Deferral Percentage" means, with respect to any Participant for 
any Plan Year, the ratio of the pre-tax contributions paid to the Trust on 
behalf of a Participant under Section 5.1 to the Participant's Compensation 
for such Plan Year.  For purposes of determining the Individual Deferral 
Percentage of a Participant who is a Highly Compensated Employee, this Plan 
and all other 401(k) plans maintained by any Affiliated Employer in which the 
Participant is eligible to participate shall be treated as a single plan.  In 
the event this Plan must be combined with one or more plans (other than an 
employee stock ownership plan described in section 4975(e)(7) of the Code) in 
order to satisfy the requirements of section 401(a)(4) or 410(b) of the Code 
(other than the average benefits test described in section 410(b)(2)(A)(ii) 
of the Code), then all cash or deferred arrangements that are included in 
such plans shall be treated as a single arrangement for purposes of section 
401(k) of the Code.

     6.3 SECTION 401(m) LIMITATIONS.  If for any Plan Year the sum of the 
post-tax contributions under Section 5.1 made by Participants who are Highly 
Compensated Employees plus the Company contributions paid to the Trust under 
Section 5.2.3 on behalf of those Participants who are Highly Compensated 
Employees exceed both the limitation contained in Section 6.3.1 and the 
limitation contained in Section 6.3.2, such contributions (adjusted for 
earnings and losses) shall, to the extent necessary to insure that at least 
one of such limitations will not be exceeded, be distributed to such 
Participants prior to the end of the following Plan Year. 

                                     12


<PAGE>

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

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

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

For purposes of this Section 6.3, (a) the "Average Contribution Percentage" 
for a specified group of Participants, grouped by Compensation, shall be the 
average of such Participant's Individual Contribution Percentages and (b) 
"Individual Contribution Percentage" means, with respect to any Participant 
for any Plan Year, the ratio of (i) the sum of the post-tax contributions 
made by the Participant under Section 5.1 plus the contributions paid to the 
Plan on behalf of the Participant under Section 5.2.3 to (ii) the 
Participant's Compensation for such Plan Year.  The Average Contribution 
Percentage for any Highly Compensated employee for any Plan Year who is 
eligible to have matching employer contributions made on his behalf or to 
make after-tax contributions under one or more plans described in section 
401(a) of the Code (other than an employee stock ownership plan described in 
section 4975(e)(7) of the Code) maintained by any Affiliated Employer in 
addition to this Plan shall be determined as if all such contributions were 
made to this Plan.  In the event that this Plan must be combined with one or 
more other plans (other than an employee stock ownership plan described in 
section 4975(e)(7) of the Code) in order to satisfy the requirements of 
section 401(a) or 410(b) of the Code (other than the average benefits test 
described in section 410(b)(2)(A)(ii) of the Code), all employee and matching 
contributions shall be treated as made under a single plan for purposes of 
section 401(m) of the Code.  At the discretion of the Committee, pre-tax 
contributions made on behalf of Participants under Section 5.1 shall be 
deemed to be post-tax contributions under Section 5.1 for purposes of 
applying the limitations contained in this Section.

     6.4 SECTION 401(m) ALTERNATE LIMITATIONS.  The alternate limitations set 
forth in this Section 6.4 shall apply if, for any Plan Year, the total 
pre-tax contributions under Section 5.1 on behalf of those Participants who 
are Highly Compensated Employees exceed the limitation contained in Section 
6.2.1 and the sum of the post-tax contributions made by those Participants 
under Section 

                                     13


<PAGE>

5.1 plus the contributions made on behalf of those Participants under Section 
5.2.3 exceed the limitation contained in Section 6.3.1.  If for any Plan Year 
the sum of the post-tax contributions made by those Participants who are 
Highly Compensated Employees under Section 5.1 plus the contributions under 
Section 5.2.3 on behalf of such Participants exceeds both the limitation 
contained in Section 6.4.1 and the limitation contained in Section 6.4.2, to 
the extent necessary to insure that the sum of such limitations will not be 
exceeded, the post-tax contributions made by such Participant under Section 
5.1 and the contributions made on behalf of such Participants under Section 
5.2.3 (and earnings thereon) shall be distributed to such Participants prior 
to the end of the following Plan  Year.

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

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

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

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

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

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

                                    14


<PAGE>

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

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

     6.6 HIGHLY COMPENSATED EMPLOYEE.  For purposes of the Plan, "Highly 
Compensated Employee" means an Employee (a) who, during the Plan Year for 
which the determination is being made or the preceding Plan Year, was at any 
time a 5-percent owner (as defined in section 416(i)(1) of the Code) of any 
Affiliated Employer; or (b) who, during the Plan Year preceding the Plan Year 
for which the determination is being made, (i) received Compensation in 
excess of $75,000 (or such larger amount as may be determined by the 
Commissioner of Internal Revenue) or (ii) received Compensation in excess of 
$50,000 (or such larger amount as may be determined by the Commissioner of 
Internal Revenue) and was in the group consisting of the top 20% of the 
Employees ranked on the basis of Compensation or (iii) was at any time an 
officer of any Affiliated Employer and received Compensation greater than 50% 
of the amount in effect under section 415(b)(1)(A) of the Code for such Plan 
Year; or (c) who, during the Plan Year for which the determination is being 
made, is within the group consisting of the 100 Employees paid the greatest 
Compensation for such Plan Year and (i) received Compensation in excess of 
$75,000 (or such larger amount as may be determined by the Commissioner of 
Internal Revenue) or (ii) received Compensation in excess of $50,000 (or such 
larger amount as may be determined by the Commissioner of Internal Revenue) 
and was in the group consisting of the top 20% of the Employees ranked on the 
basis of Compensation or (iii) was at any time an officer of any Affiliated 
Employer and received Compensation greater than 50% of the amount in effect 
under section 415(b)(1)(A) of the Code for such Plan Year. The dollar 
threshold for a particular Plan Year is based on the dollar threshold in 
effect for such Plan Year.  

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

                                     15

<PAGE>

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

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

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

         6.6.4      For purposes of this Section 6.6, a former Employee shall 
be deemed to be a Highly Compensated Employee with respect to a Plan Year if 
such former Employee separated from service (or was deemed to have separated) 
prior to the Plan Year, performed no services for an Affiliated Employer 
during the Plan Year and was a Highly Compensated Employee actively employed 
by an Affiliated Employer for either the Plan year in which he separated or 
any Plan Year ending on or after the Employee's 55th birthday.

     6.7 COMPENSATION.  For purposes of this Section 6 "Compensation" means 
an Employee's earned income, wages, salaries, and fees for professional 
services and other amounts received for personal services actually rendered 
in the course of employment with an Affiliated Employer (including, but not 
limited to, commissions paid salesmen, compensation for services on the basis 
of a percentage of profits, commissions on insurance premiums, tips and 
bonuses), and excluding the following:  (a) contributions by an Affiliated 
Employer to a plan of deferred compensation which are not includable in the 
Employee's gross income for the taxable year in which contributed, or 
contributions by an Affiliated Employer under a simplified employee pension 
plan to the extent such contributions are deductible by the Employee, or any 
distributions 

                                   16


<PAGE>

from a plan of deferred compensation; (b) amounts realized from the exercise 
of a non-qualified stock option, or when restricted stock (or property) held 
by the Employee either becomes freely transferable or is no longer subject to 
a substantial risk of forfeiture; (c) amounts realized from the sale, 
exchange or other disposition of stock acquired under a qualified stock 
option; and (d) other amounts which received special tax benefits.

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

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

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

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

     6.8 SECTION 402(g) LIMITATION.  Notwithstanding any other provision of 
the Plan, in no event shall the amount of a Participant's Elective Deferrals 
during any Plan Year under this Plan and all other plans, contracts or 
arrangements maintained by any Affiliated Employer exceed the amount of the 
limitation in effect under Section 402(g)(1) of the Code for such Plan Year.  
If a Participant has Excess Deferrals for any Plan Year, and if the 
Participant so elects, the Excess Deferrals (plus any earnings and minus any 
losses allocable thereto) shall be distributed to the Participant from his 
Salary Deferral Account no later than April 15 following the Plan Year for 
which the Excess Deferrals were made.  Any election under this Section 6.8 
shall be in writing, shall be filed with the Committee no later than March 1 
following the Plan Year for which the Excess Deferrals were made, shall 
specify the amount of the Excess Deferrals for the Plan Year and shall 
include the Participant's statement that if such Excess Deferrals are not 
distributed, the 

                                      17


<PAGE>

sum of the Excess Deferrals plus amounts deferred by the Participant for the 
Plan Year under sections 401(k), 408(k) and 403(b) of the Code will exceed 
the limits imposed by section 402(g) of the Code. For purposes of the Plan 
(a) "Elective Deferrals" means the amounts deferred by the Participant for 
the Plan Year under sections 401(k), 408(k) and 403(b) of the Code, and (b) 
"Excess Deferrals" means that portion of a Participant's Elective Deferrals 
for a Plan Year in excess of the limits imposed by section 402(g) of the 
Code.  

                                  SECTION 7 

                                  ACCOUNTS

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

     7.2 EMPLOYER CONTRIBUTION ACCOUNTS.  A separate bookkeeping Employer 
Contribution Account shall be established and maintained for each Participant 
which shall reflect the Company contributions and forfeitures properly 
allocable to the Participant under Section 5.2 and the investment thereof.  
Amounts allocated to a Participant's Employer Contribution Account shall be 
invested in Cincinnati Bell Shares.  Except as otherwise provided in Sections 
8.2, 8.3, 8.4 and 8.5, at any relevant time prior to his Normal Retirement 
Date, the vested and forfeitable percentages of a Participant's Employer 
Contribution Account shall be determined as follows:

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

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

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

                                      18


<PAGE>

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

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

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

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

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

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

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

                                     19


<PAGE>

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

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

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

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

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

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

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

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

                                      20


<PAGE>

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

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

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

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

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

                              SECTION 8 

                             DISTRIBUTIONS

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

                                   21


<PAGE>

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

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

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

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

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

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

                                     22


<PAGE>

          8.6.2     If the vested portion of the Participant's Plan Accounts 
is in excess of $3,500, the amount forfeited with respect to his Plan 
Accounts shall be restored if the Participant is reemployed as a Covered 
Employee prior to incurring a Five Year Break in Service (from the date on 
which he ceased to be an Employee) and if he repays to the Trust the amounts 
previously distributed to him from his Plan Accounts, provided that such 
repayment must be made before the Participant incurs a five year Break in 
Service (from the date on which such forfeiture occurred).

          8.6.3     Restorals under this Section 8.6 shall be made first from 
any forfeitures arising in the Plan Year in which the restoral is made and 
second from additional Company contributions.  Amounts repaid or restored 
with respect to any type of Plan Account shall be credited to the same type 
of Plan Account in the name of the Participant.

     8.7  DEFERRED DISTRIBUTIONS.   Notwithstanding any other provision 
hereof to the contrary, if the value of the vested portion of a Participant's 
Plan Accounts is in excess of $3,500, distribution of such vested portion 
shall not be made before the Participant attains age 65 without the 
Participant's written consent.  If the Participant dies after ceasing to be 
an Employee but prior to the date on which the vested portion of his Plan 
Accounts has been distributed, the vested portion of his Plan Accounts shall 
be distributed to his Beneficiary in one lump sum as of the Valuation Date 
coinciding with or next following the date on which the Participant's death 
occurs.  

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

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

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

                                    23


<PAGE>

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

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

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

     8.14 DIRECT ROLLOVERS.  Effective January 1, 1993, any Participant or 
Beneficiary who is entitled to receive a distribution from the Plan in the 
form of an eligible rollover distribution may elect to have part or all of 
such distribution paid directly to an eligible retirement plan.  Any election 
under this Section 8.14 shall be made on forms furnished and in the manner 
prescribed by the Committee.  Notwithstanding the foregoing, the minimum 
amount which a Participant or Beneficiary may elect to have paid to an 
eligible retirement plan is  (a)  $200.00, if the entire eligible rollover 
distribution is being paid to the eligible retirement plan or (b)  $500.00, 
if less than the entire eligible rollover distribution is being paid to the 
eligible retirement plan.  For purposes of this Section 8.14, "eligible 
rollover distribution" means any distribution of all or any portion of the 
balance to the credit of the distributee, except that an eligible rollover 
distribution 

                                      24


<PAGE>

does not include: any distribution that is one of a series of substantially 
equal periodic payments (not less frequently than annually) made for the life 
(or life expectancy) of the distributee or the joint lives (or joint life 
expectancies) of the distributee and the distributee's designated 
beneficiary, or for a specified period of ten years or more; any distribution 
to the extent such distribution is required under section 401(a)(9) of the 
Code; and the portion of any distribution that is not includible in gross 
income (determined without regard to the exclusion for net unrealized 
appreciation with respect to employer securities).  For purposes of this 
Section 8.14, "eligible retirement plan" means an individual retirement 
account described in section 408(a) of the Code, an individual retirement 
annuity described in section 408(b) of the Code, an annuity plan described in 
section 403(a) of the Code, or a qualified trust described in section 401(a) 
of the Code, that accepts the distributee's eligible rollover distribution.  
However, in the case of an eligible rollover distribution to the surviving 
spouse, an eligible retirement plan is an individual retirement account or 
individual retirement annuity.

     8.15 MISSING PARTICIPANTS.  Effective September 1, 1995, if a 
Participant or Beneficiary who is entitled to receive a distribution under 
the Plan cannot be located within six months after such investigation as the 
Committee deems appropriate, the amount otherwise distributable to such 
Participant or Beneficiary shall thereupon be forfeited; provided that if 
such Participant or Beneficiary thereafter makes a claim for the amount 
forfeited hereunder, the amount so forfeited (unadjusted for any gains or 
losses occurring subsequent to the date of the forfeiture) shall be restored 
to the Trust through additional Company contributions and paid to the 
Participant or Beneficiary.

                                 SECTION 9 

                     WITHDRAWALS DURING EMPLOYMENT; LOANS

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

                                      25


<PAGE>

matching contributions or rollover contributions and a Participant whose CBIS 
Account includes amounts attributable to a Retirement Savings Plan Account or 
Saving and Security Plan Account under the CBIS Plan may withdraw any portion 
of such amounts attributable to participating company contributions for years 
other than the Plan Year in which the withdrawal is being made and the two 
preceding Plan Years, and any withdrawal from a CBIS Account shall be subject 
to the provisions of Sections 8.11 through 8.15 of the CBIS Plan which would 
have applied if the Participant had not elected to transfer his CBIS Plan 
accounts to his Plan and if the CBIS Plan, as in effect on July 1, 1996 had 
continued in effect unamended.  For purposes hereof, "Hardship" means an 
immediate and heavy financial need of the Participant or his dependents 
because of sickness, disability, or other financial emergency, but only to 
the extent consistent with section 401(k) of the Code and any regulations 
issued by the Secretary of the Treasury thereunder. The determination of 
whether a Participant has incurred a "Hardship" shall be made on the basis of 
all relevant facts and circumstances.  A financial need shall not fail to 
qualify merely because it was reasonably foreseeable or voluntarily incurred. 
 A distribution for any of the following needs shall be deemed to be made on 
account of Hardship:  (a) medical expenses described in section 213(d) of the 
Code incurred by the Participant, the Participant's spouse or any dependent 
of the Participant (as defined in section 152 of the Code) or amounts 
necessary for those persons to obtain medical care described in Section 
213(d) of the Code, (b) purchase (excluding mortgage payments) of a principal 
residence of the Participant, (c) payment of tuition and related educational 
fees for the next twelve months post-secondary education for the Participant, 
his or her spouse, children or dependents, (d) the need to prevent the 
eviction of the Participant from his principal residence or foreclosure on 
the mortgage of the Participant's principal residence or (e) such other 
circumstances as may be set forth in rules adopted in writing by the 
Committee, which rules are incorporated herein by reference. In the event of 
a withdrawal of amounts attributable to pre-tax salary deferral contributions 
under this Section 9.1, the Participant's elective contributions and employee 
contributions (within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)) to 
the Plan and all other plans maintained by any Affiliated Employer shall be 
suspended for 12 months after the withdrawal and the Participant's elective 
contributions (within the meaning of Treas. Reg. Section 1.401(k)-1(d)(2)) to 
this Plan and all other plans maintained by any Affiliated Employer for the 
calendar year immediately following the calendar year in which the withdrawal 
occurs may not exceed the applicable limit under section 402(g) of the Code 
for the calendar year immediately following the calendar year in which the 
withdrawal occurs less the amount of such elective contributions for the 
calendar year in which the withdrawal occurs.

     9.2  LOANS.  Subject to the provisions of this Section 9.2 and to such 
other uniform and nondiscriminatory rules as may be adopted by the Committee 
(which rules are incorporated herein by reference), a Participant who is an 
Employee may, with the consent of the Committee, borrow from his Salary 
Deferral Account, Voluntary Contribution Account, Rollover Account, TMS 
Account, WATS Account or CBIS Account or from that portion of his Ameritel 
Account which is attributable to pre-tax salary deferral contributions.

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

                                     26


<PAGE>

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

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

          9.2.3     Each loan shall bear a reasonable rate of interest (as 
determined by the Committee) and shall be secured by the loaned portion of 
the Participant's Plan Accounts.  The minimum term of any loan shall be six 
months and the maximum term of any loan shall be sixty months (30 years in 
the case of a TMS Account where the loan is used to acquire the Participant's 
principal residence).  (For the purpose of this Section 9.2.3, the term of 
the loan will commence with the first day of the month in which the loan 
proceeds are paid to the Participant.)  Substantially equal amortization of 
the loan (with payments not less frequently than monthly) shall be required.

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

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

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

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

                                    27


<PAGE>

                                SECTION 10 

                          TOP-HEAVY PROVISIONS

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

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

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

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

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

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

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

          10.2.3    If an Affiliated Employer maintains one or more defined 
contribution plans (including any Simplified Employee Pension Plan) and an 
Affiliated Employer has not maintained any defined benefit plan which during 
the 5-year period ending on the Determination Date(s) has or has had accrued 
benefits, the Top-Heavy Ratio for this Plan alone or for the Required or 
Permissive Aggregation Group, as appropriate is a fraction, the numerator of 
which is the sum of the account balances of all Key Employees as of the 
Determination Date(s) (including any part of any account balances distributed 
in the 5-year period ending on the Determination Date(s)), and the 
denominator of which is the sum of all account balances (including any part 
of any account

                                     28


<PAGE>

balance distributed in the 5-year period ending on the Determination 
Date(s)), determined in accordance with section 416 of the Code and the 
regulations thereunder.  Both the numerator and the denominator of the 
Top-Heavy Ratio are adjusted to reflect any contributions not actually made 
as of the Determination Date, but which are required to be taken into account 
on that date under section 416 of the Code and the regulations thereunder.

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

          10.2.5    For purposes of Sections 10.2.3 and 10.2.4, the value of 
account balances and the present value of accrued benefits will be determined 
as of the most recent Valuation Date that falls within or ends with the 
12-month period ending on the Determination Date, except as provided in 
section 416 of the Code and the regulations thereunder for the first and 
second Plan Years of a defined benefit plan.  The account balances and 
accrued benefits of a Participant (1) who is not a Key Employee but who was a 
Key Employee in a prior year, or (2) who has not performed any services for 
any Affiliated Employer at any time during the 5-year period ending on the 
Determination Date will be disregarded.  The calculation of the Top-Heavy 
Ratio, and the extent to which distributions, rollovers, and transfers are 
taken into account, will be made in accordance with section 416 of the Code 
and the regulations thereunder. Deductible employee contributions will not be 
taken into account for purposes of computing the Top-Heavy Ratio.  When 
aggregating plans, the value of account balances and accrued benefits will be 
calculated with reference to the Determination Dates that fall within the 
same calendar year.  Distributions made from a terminated plan during the 
5-year period ending on the Determination Date shall be taken into account 
for purposes of Sections 10.2.3 and 10.2.4 if the terminated plan would have 
been required to be included in an Aggregation Group if it had not been 
terminated.

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

                                     29


<PAGE>

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

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

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

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

     10.3 MINIMUM CONTRIBUTIONS.  Notwithstanding any other provision in this 
Plan except 10.3.2 below, for any Plan Year in which this Plan is Top-Heavy, 
the Company contributions (other than Salary Deferral Contributions) and 
forfeitures allocated on behalf of any Participant who is not a Key Employee 
but who is an Employee on the last day of such Plan Year shall not be less 
than the lesser of 3% of such Participant's compensation as an Employee, or 
in the case where the Company has no defined benefit plan which designates 
this Plan to satisfy section 401 of the Code, the largest percentage of 
Participating Employer contributions (including Salary Deferral 
Contributions) and forfeitures, as a percentage of the first $200,000 (or 
such greater amount as may be permitted under section 401(a)(17) of the Code) 
of the Key Employee's compensation, allocated on behalf of any Key Employee 
for that Year.  The minimum allocation is determined without regard to any 
Social Security contribution.  This minimum allocation shall be made even 
though, under other Plan provisions, the Participant would not otherwise be 
entitled to receive an allocation, or would have received a lesser allocation 
for the year because of (i) the Participant's failure to complete 1,000 hours 
of service (or any equivalent provided in the Plan), or (ii) the 
Participant's failure to make mandatory employee contributions to the Plan, 
or (iii) compensation less than a stated amount.

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

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

                                    30


<PAGE>

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

     10.4 MINIMUM VESTING.  Commencing on the first day of the first Plan 
Year in which the Plan becomes Top-Heavy, with respect to any Participant who 
performs at least one Hour of Service on or after such date, the following 
vesting schedule shall apply in lieu of the vesting schedule set forth in 
Section 7.2:

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

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


                                   SECTION 11

                           ADMINISTRATION OF THE PLAN

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

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

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

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

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

                                      31


<PAGE>

Plan and the requirements of ERISA and shall communicate such information to 
each Employer and the Trustees.

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

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

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

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

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

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

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

                                     32


<PAGE>

                                SECTION 12

                           MANAGEMENT OF ASSETS

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

                                 SECTION 13 

                         AMENDMENT AND TERMINATION

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

     13.2 TERMINATION.  The Company reserves the right to terminate the Plan, 
in whole or in part, either retroactively or prospectively, conditionally or 
absolutely.  In the event of the termination or partial termination of the 
Plan or the permanent discontinuance of Company contributions to the Plan, 
the Plan Accounts of all affected Participants shall be fully vested and 
nonforfeitable. To the extent permitted by law, if the Plan is terminated, 
each Participant's Plan Accounts shall be distributed to him or his 
Beneficiary, as the case may be, as soon as practicable thereafter.

                                 SECTION 14 

                                     33


<PAGE>

                        MERGERS AND CONSOLIDATIONS

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

                                SECTION 15 

                       NON-ALIENATION OF BENEFITS

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

                                      34


<PAGE>

                                 SECTION 16 

                                MISCELLANEOUS

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

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

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

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

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

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

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

                                   MATRIXX MARKETING INC.

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

                                       35