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                                                                   EXHIBIT 10.2

                             TROVER SOLUTIONS, INC.

                          EXECUTIVE COMPENSATION PLAN

                        EFFECTIVE AS OF JANUARY 1, 2003


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                             TROVER SOLUTIONS, INC.
                          EXECUTIVE COMPENSATION PLAN
                       (Effective as of January 1, 2003)

                               Table of Contents

<TABLE>
<S>      <C>      <C>                                                                                             <C>
SECTION 1. ESTABLISHMENT AND PURPOSE..............................................................................1

         1.1      Establishment of Plan...........................................................................1
         1.2      Purpose of Plan.................................................................................1

SECTION 2. DEFINITIONS............................................................................................1

         2.1      "Account".......................................................................................1
         2.2      "Active Participant.............................................................................1
         2.3      "Board" means Company's Board of Directors......................................................1
         2.4      "Compensation"..................................................................................1
         2.5      "Contribution Rate".............................................................................1
         2.6      "Cause".........................................................................................2
         2.7      "Code"..........................................................................................2
         2.8      "Committee".....................................................................................2
         2.9      "Company" ......................................................................................2
         2.10     "Disability" or "Disabled"......................................................................2
         2.11     "Employee"......................................................................................2
         2.12     "Employer"......................................................................................2
         2.13     "Participant"...................................................................................2
         2.14     "Plan"..........................................................................................2
         2.15     "Plan Period"...................................................................................2
         2.16     "Plan Year".....................................................................................2

SECTION 3. PARTICIPATION AND CONTRIBUTIONS........................................................................3

         3.1      Eligibility.....................................................................................3
         3.2      Commencement of Participation...................................................................3
         3.3      Revocation of Right to Participate in Plan......................................................3
         3.4      Employer Contributions..........................................................................3
         3.5      Employer Discretionary Contributions............................................................4

SECTION 4. VESTING AND ADMINISTRATION OF ACCOUNTS.................................................................4

         4.1      Timing of Contributions.........................................................................4
         4.2      Establishment of Rabbi Trust....................................................................4
         4.3      Vesting of Company Contributions................................................................4
         4.4      Ownership and Investment of Accounts............................................................4
         4.5      Participant's Right to Direct Investment of Account.............................................4
         4.6      Form of Investment Election.....................................................................5
         4.7      Effective Date of Investment Election...........................................................5
         4.8      Assumption of Investment Risk...................................................................5
</TABLE>


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<TABLE>
<S>      <C>      <C>                                                                                            <C>
SECTION 5. DISPOSITION OF PARTICIPANT ACCOUNTS....................................................................5

         5.1      Plan Distribution Elections.....................................................................5
         5.2      Distribution Date...............................................................................6
         5.3      Form of Distribution............................................................................6
         5.4      Disability Distributions........................................................................6
         5.5      Death Distributions.............................................................................6
         5.6      Disposition of Account on Plan Termination......................................................7
         5.7      Accelerated Distributions.......................................................................7
         5.8      In-Kind Distributions...........................................................................7
         5.9      Tax Withholding.................................................................................7
         5.10     Presumed Competency.............................................................................7
         5.11     Forfeiture of Unclaimed Benefits................................................................8
         5.12     Distributions Causing Loss of Deduction.........................................................8

SECTION 6. COMMITTEE ADMINISTRATION...............................................................................8

         6.1      Plan Committee..................................................................................8
         6.2      Plan Rules and Regulations......................................................................8
         6.3      Determinations by Committee.....................................................................8
         6.4      Plan Records....................................................................................9

SECTION 7. ADOPTION AND WITHDRAWAL................................................................................9

         7.1      Adoption by Employers...........................................................................9
         7.2      Withdrawal of a Participating Employer..........................................................9
         7.3      Obligation of Employers.........................................................................9

SECTION 8. CLAIM AND REVIEW PROCEDURES............................................................................9

         8.1      Claims Procedure................................................................................9
         8.2      Review Procedure...............................................................................10

SECTION 9. MISCELLANEOUS PROVISIONS..............................................................................10

         9.1      Amendment or Termination.......................................................................10
         9.2      Participant's Rights Unsecured.................................................................10
         9.3      Nontransferability/Nonalienability.............................................................10
         9.4      Participant Obligation to Furnish Information..................................................11
         9.5      No Right of Employment.........................................................................11
         9.6      Plan Expenses..................................................................................11
         9.7      Offsets........................................................................................11
         9.8      Limitation of Actions..........................................................................11
         9.9      Governing Law..................................................................................11
         9.10     Indemnification................................................................................12
</TABLE>


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                             TROVER SOLUTIONS, INC.
                          EXECUTIVE COMPENSATION PLAN

                       (Effective as of January 1, 2003)

                                   SECTION 1.
                           ESTABLISHMENT AND PURPOSE

1.1      Establishment of Plan The Board has established the Trover Solutions,
         Inc. Executive Compensation Plan effective as of January 1, 2003.

1.2      Purpose of Plan. The purpose of the Plan is to assist the Company in
         attracting and retaining management group members, who are critical to
         the growth and profitability of the Company and its affiliates, by
         providing a reward for performance and incentive for future endeavors.

                                   SECTION 2.
                                  DEFINITIONS

2.1      "Account" means the bookkeeping account established by the Committee
         to record amounts accruing to a Participant under the Plan.

2.2      "Active Participant" means a Participant who is employed by an
         Employer during a Plan Period.

2.3      "Board" means Company's Board of Directors.

2.4      "Compensation" means, for any Plan Period, the Participant's base
         salary paid within that Plan Period and any incentive compensation
         paid by the Employer to the Participant within such Plan Year (even
         though paid with respect to the prior calendar year). For purposes of
         this definition, "base salary includes any amount which is contributed
         by the Employer pursuant to a salary reduction agreement and which is
         not includible in the gross income of the Participant by reason of
         Code section 125, 132(f)(4) or 402(e)(3).

2.5      "Contribution Rate" means the percentage used in calculating the
         amount credited to an Active Participant's Account for a Plan Year,
         which percentage is based on the Active Participant's attained age as
         of the beginning of each Plan Year for which the amount is being
         calculated. The Contribution Rate is as follows:

<TABLE>
<CAPTION>
                     Age                                Percentage
                     ---                                ----------
                <S>                                     <C>
                   30 - 39                                  6%
                   40 - 48                                  8%
                49 and over                                10%
</TABLE>


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2.6      "Cause," in connection with the termination of the Participant's
         employment with the Employer, means that, in the judgment of the
         Company's Chief Executive Officer, based upon any information or
         evidence reasonably persuasive to the Chief Executive Officer, the
         Participant: [a] willfully engaged in activities or conducted himself
         or herself in a manner seriously detrimental to the interests of the
         Employer, Company or its affiliates; or [b] failed to execute the
         duties reasonably assigned to him or her in a reasonably timely,
         effective, or competent manner; provided, however, that the
         termination of the Participant's employment because of Disability
         shall not be deemed to be for Cause and the determination of Cause in
         the event of the Chief Executive Officer's employment termination
         shall be determined by the Board.

2.7      "Code" means the Internal Revenue Code of 1986, as amended.

2.8      "Committee" means the Compensation Committee of the Board.

2.9      "Company" means Trover Solutions, Inc.

2.10     "Disability" or "Disabled" means a disability of a Participant within
         the meaning of Code Section 72(m)(7), to the extent that the
         Participant is, or would be, entitled to disability retirement
         benefits under the federal Social Security Act or to the extent that
         the Participant is entitled to recover benefits under any long term
         disability plan or policy maintained by the Company.

2.11     "Employee" means an individual who is an employee of an Employer and
         who is part of a select group of management or highly compensated
         employees of the Employer within the meaning of Labor
         Reg.ss.2520.104-23.

2.12     "Employer" means the Company and any subsidiary or affiliated company
         that adopts the Plan as to its eligible Employees pursuant to Section
         7.

2.13     "Participant" means an Employee who is or has been designated by the
         Board as being eligible to participate in the Plan and who has an
         amount credited to an Account for his or her benefit under the Plan.

2.14     "Plan" means the Trover Solutions, Inc. Executive Compensation as
         described in this instrument, and as amended from time to time.

2.15     "Plan Period" means, with respect to any contribution to be made under
         Section 3, the appropriate calendar quarter during the Plan Year.

2.16     "Plan Year" means the calendar year.


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                                  SECTION 3.
                        PARTICIPATION AND CONTRIBUTIONS

3.1      Eligibility. The Plan is intended to constitute, and shall be
         administered to qualify as, a "top hat" plan exempt from the
         requirements of the Employee Retirement Income Security Act of 1974,
         as amended, pursuant to DOL Reg. ss.2520.104-23 and shall be
         maintained strictly for a select group of management or highly
         compensated employees as contemplated by such regulation. Subject to
         the requirements of DOL Reg. ss.2520.104-23, the Board may designate
         any of an Employer's management or highly compensated Employees as a
         Participant. The Board shall communicate designation of eligibility to
         the Employee in writing as soon as administratively practicable.

3.2      Commencement of Participation. An Employee who is designated as a
         Participant shall commence participation on the January 1 next
         following the date the Board determines that the Employee shall be a
         Participant.

3.3      Revocation of Right to Participate in Plan. The Board may revoke the
         right of any Participant to participate in the Plan, which revocation
         shall be effective with respect to Compensation earned and payable
         during and after the Plan Period in which the revocation occurs. The
         revocation shall not alter or diminish the rights of the Participant
         with respect to amounts credited to the Participant's Account before
         the revocation.

3.4      Employer Contributions. As of each March 31, June 30, September 30 and
         December 31, the Employer shall credit to the Account of each Active
         Participant, who was an Active Participant during the applicable Plan
         Period, an amount equal to the excess of (a) over (b) below:

         (a)      The product of the Active Participant's Contribution Rate for
                  the Plan Year times his or her estimated Compensation for the
                  applicable Plan Period.

         (b)      The sum of

                  (1)      Employer matching and nonelective contributions,
                           reduced by any forfeitures, credited to the
                           Participant's account under the Trover Solutions,
                           Inc. Retirement Savings Plan for the applicable Plan
                           Period; and

                  (2)      Employer matching contributions, reduced by any
                           forfeitures, credited to the Participant's account
                           under the Health Care Recoveries, Inc. Supplemental
                           Retirement Savings Plan for the applicable Plan
                           Period.


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         As soon as administratively practicable after the end of each Plan
         Year, the Employer shall make such adjustments to contributions to the
         Plan as are needed so that the amount contributed to each
         Participant's Account under this Section 3.4 shall accurately reflect
         the correct Compensation of that Participant for that Plan Year.

3.5      Employer Discretionary Contributions. The Employer may make additional
         contributions to the Account of any one or more Participants. The
         amount and timing of Employer contributions credited to a
         Participant's Account pursuant to this Section 3.5, if any, shall be
         determined by the Employer in its sole discretion.

                                  SECTION 4.
                     VESTING AND ADMINISTRATION OF ACCOUNTS

4.1      Timing of Contributions. The Employer contribution, and any
         adjustment, under Section 3.4 shall be credited or debited to the
         Participant's Account and reported in writing to each Participant as
         soon as administratively practicable after the amount of the
         contribution is determined in accordance with the Employer's normal
         payroll practices.

4.2      Establishment of Rabbi Trust. The Company may establish a revocable
         grantor trust to provide itself a source of funds to assist it in
         satisfying its liability to Participants and their beneficiaries under
         this Plan. In the event such rabbi trust is established, the Employer
         shall make cash contributions to the trust in such amounts and at such
         times as the Committee deems appropriate in its sole discretion. Each
         Employer shall be the sole owner of the assets of the trust as to its
         participating Employees and the assets of the trust shall be subject
         to the claims of the general creditors of the Employer. The sole
         interest of the Participant and the Participant's beneficiaries to the
         assets of the trust shall be as a general creditor of the Employer.

4.3      Vesting of Company Contributions. A Participant shall be vested in
         amounts credited to his or her Account pursuant to Sections 3.4 and
         3.5, and earnings thereon, pursuant to the same vesting schedule and
         rules applicable to matching contributions and employer discretionary
         contributions under the Trover Solutions, Inc. Retirement Savings
         Plan.

4.4      Ownership and Investment of Accounts. Amounts credited to a
         Participant's Account may be kept in any investment vehicles or assets
         as may be selected by the Committee in its sole discretion. Each
         Employer shall be the owner of all amounts credited to the Accounts of
         its participating Employees until paid to the Participant pursuant to
         Section 5.

4.5      Participant's Right to Direct Investment of Account. A Participant may
         elect to have his or her Account notionally invested in any personal
         property investment, subject to such prohibitions and restrictions as
         the Committee may establish in its


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         sole discretion. The value of a Participant's Account at any time
         shall be the value of such underlying notional investments. The
         Committee shall be under no obligation to make such investments;
         however, the Committee shall debit or credit, as the case may be, the
         Participant's Account with notional earnings or losses as if said
         investments had actually been made at a time determined by the
         Committee in its sole discretion. The Participant's Account shall be
         reduced by any administrative costs that would have been incurred in
         connection with the deemed purchase or sale of an investment,
         including brokerage fees, investment management fees, commissions and
         similar transaction costs.

4.6      Form of Investment Election. The investment election, and any election
         changes, must be in writing in a form approved by the Committee, and
         must be delivered to the Committee (or its designee) and otherwise
         comply with the rules pertaining to such elections as the Committee
         may establish, on or before such date as the Committee may specify. If
         the Participant fails to make a timely election pursuant to this
         Section 4.6, such Participant's Account shall be invested in a money
         market fund or its equivalent as designated by the Committee.

4.7      Effective Date of Investment Election. Any investment election made by
         a Participant pursuant to this Section 4 shall be effective as soon as
         administratively practicable after receipt by the Committee (or its
         designee), pursuant to procedures established by the Committee and
         communicated to Participants.

4.8      Assumption of Investment Risk. The Participant agrees to assume all
         risk in connection with any election and election change, including
         any decrease in the value of the Participant's Account which is
         notionally invested pursuant to the Participant's investment election.
         Neither the Committee nor the Employer nor any of their agents shall
         be liable for any loss resulting from administrative delays in
         crediting contributions to a Participant's Account or in implementing
         notional changes in investment elections.

                                  SECTION 5.
                      DISPOSITION OF PARTICIPANT ACCOUNTS

5.1      Plan Distribution Elections. Except as otherwise expressly provided
         herein, vested amounts credited to a Participant's Account shall be
         paid to the Participant in accordance with the Participant's
         distribution election; provided, however, that if on the elected
         distribution date, any notional investment gains or losses cannot then
         be determined, such distribution shall be delayed until such
         accounting can be completed. Distribution elections shall be in
         writing on forms approved by the Committee, shall specify the form of
         distribution in accordance with Section 5.3, and shall be filed with
         the Committee upon first becoming eligible to participate in the Plan.
         A Participant may change his or her distribution


                                       5
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         election at any time prior to termination of employment; provided,
         however, that only the most recent election that precedes the
         Participant's elected distribution date by at least 18 months shall
         control (or the Participant's first distribution election, if the
         Participant has less than 18 months of Plan participation). Any
         distribution election that is changed within 18 months of the
         distribution date shall be ignored.

5.2      Distribution Date. A Participant's vested Account shall be distributed
         to the Participant, in the manner elected by the Participant in
         accordance with Section 5.3, as soon as administratively practical,
         but not less than 30 days, after the Participant's employment
         termination date. For purposes of Section 5, the separation from
         service of a Participant with one Employer will not interrupt the
         continuity of participation of such Participant if, concurrently with
         or immediately after such separation, the Participant is employed by
         one or more of the other Employers who are participating Employers in
         accordance with Section 7, or by any other subsidiary or affiliate of
         the Company.

5.3      Form of Distribution. Vested amounts credited to a Participant's
         Account shall, at the Participant's election, be payable to the
         Participant in a single sum cash payment or in substantially equal
         annual installments not to exceed five. If a Participant fails to
         elect a form of distribution, or an election is not valid for any
         reason, such Participant's vested Account shall be distributed in a
         lump sum.

5.4      Disability Distributions. If a Participant becomes Disabled, amounts
         credited to the Account of the such Participant shall be distributed
         to the Participant as soon as administratively practicable following
         the determination of Disability. The form of distribution shall be in
         accordance with the Participant's distribution election made in
         accordance with Section 5.3.

5.5      Death Distributions. If a Participant dies before distribution of the
         full value of his or her Account, the vested Account balance shall be
         distributed to such deceased Participant's designated beneficiary or
         beneficiaries in the form specified by the Participant in accordance
         with Section 5.3. Payments shall commence as soon as administratively
         practicable after the date of the Participant's death. If
         distributions have already commenced before the Participant's death,
         the Participant's designated beneficiary shall continue to receive
         payments according to the schedule in effect on the date of the
         Participant's death. All beneficiary designations shall be in writing
         on forms approved by the Committee and shall be filed with the
         Committee. A Participant may, at any time, revoke or change any
         beneficiary designation by filing a new written designation with the
         Committee. If there is no effective beneficiary designation filed with
         the Committee at the time of the Participant's death, distribution of
         amounts otherwise payable to the deceased Participant under the Plan
         shall be paid in a single sum cash distribution to the personal
         representative of the Participant's estate as a part of the
         Participant's estate. If a beneficiary


                                       6
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         designated by the Participant to receive the Participant's benefits
         survives the Participant but dies before receiving all distributions
         hereunder, the balance thereof shall be paid in a single sum cash
         distribution to such deceased beneficiary's estate, unless the
         Participant shall have expressly provided otherwise in the
         Participant's beneficiary designation. The Committee, upon making a
         reasonable effort to ascertain the identity of the proper beneficiary
         or beneficiaries to receive any amounts payable pursuant to these
         provisions shall be entitled to rely on information reasonably
         available to it, and upon making any payments provided herein to any
         beneficiary believed in good faith by the Committee to be entitled
         thereto, shall have no further liability to any person for such
         payments.

5.6      Disposition of Account on Plan Termination. Upon termination of the
         Plan, distribution of vested Accounts shall be made, at the time and
         in the form elected by the Participant, according to the distribution
         election on file with the Committee at the time of such termination.

5.7      Accelerated Distributions. Notwithstanding anything herein to the
         contrary, the Committee, in its sole discretion, may accelerate the
         time for distribution of Employer vested Accounts and, notwithstanding
         the Participant's distribution election, may distribute a
         Participant's vested Account in a single sum payment if the
         Participant is discharged by the Employer for Cause.

5.8      In-Kind Distributions. Notwithstanding the provisions of this Section
         5, the Committee may, in its discretion, and subject to the
         requirements of the asset, make payment to the Participant or
         Participant's beneficiaries in kind in lieu of cash to the extent
         amounts credited to the Participant's vested Account are actually
         invested in an asset.

5.9      Tax Withholding. The Committee shall deduct from the distributions
         under the Plan any federal, state or local withholding or other taxes
         or charges which the Employer is required to deduct under applicable
         law. The Employer shall be entitled to deduct from other compensation
         payable to the Participant, any employment or other tax required to be
         withheld as amounts are contributed under the Plan.

5.10     Presumed Competency. Every person receiving or claiming payments under
         the Plan shall be conclusively presumed to be mentally competent until
         the date on which the Committee receives a written notice in a form
         and manner acceptable to the Committee that such person is incompetent
         and that a guardian, conservator or other person legally vested with
         the interest of his or her estate has been appointed. In the event a
         guardian or conservator of the estate or any person receiving or
         claiming payments under the Plan shall be appointed by a court of
         competent jurisdiction, payments under the Plan may be made to such
         guardian or conservator provided that the proper proof of appointment
         and


                                       7
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         continuing qualification is furnished in a form and manner acceptable
         to the Committee. Any such payments so made shall be a complete
         discharge of any liability or obligation of Employer or the Committee
         regarding such payments.

5.11     Forfeiture of Unclaimed Benefits. Each Participant shall keep the
         Committee informed of his or her current address and the current
         address of his or her beneficiary. The Committee shall not be
         obligated to search for the whereabouts of any person. If the
         Committee is unable to locate any person to whom a payment is due
         under the Plan or a distribution payment check is not presented for
         payment, such payment shall be irrevocably forfeited at the earlier
         of: (a) the day preceding the date such payment would otherwise
         escheat pursuant to any applicable escheat law; or (b) the later of:
         [1] three years after the date on which the payment was first due; or
         [2] ninety days after issuance of the check.

5.12     Distributions Causing Loss of Deduction. No distribution shall be paid
         to a Participant to the extent the payment would cause the Participant
         to have compensation from the Company and its affiliated companies for
         any Plan Year in excess of $1 million and such compensation is
         nondeductible by the Company and its affiliated companies pursuant to
         Code Section 162(m) and the regulations issued thereunder. Any amount
         not payable because of this limitation shall be paid to the
         Participant in the first subsequent Plan Year in which the payment
         would not cause the loss of the Company's or its affiliated company's
         compensation tax deduction. This section shall not limit payments that
         become due after a Change in Control.

                                  SECTION 6.
                            COMMITTEE ADMINISTRATION

6.1      Plan Committee. The Plan shall be administered by the Committee. A
         Participant who is also a member of the Committee shall not
         participate in any decision involving an election made by him or her
         or relating in any way to his or her individual rights, duties and
         obligations as a Participant under the Plan. The Committee may appoint
         one or more employees or agents to assist it in administration of the
         Plan and may delegate its duties under the Plan to such employees or
         agents.

6.2      Plan Rules and Regulations. The Committee may from time to time
         establish rules and regulations for the administration of the Plan and
         adopt standard forms for such matters as elections, beneficiary
         designations and applications for benefits, provided such rules and
         forms are not inconsistent with the Plan.

6.3      Determinations by Committee. All determinations of the Committee,
         including, but not limited to, all questions of construction and
         interpretation, shall be final, binding and conclusive on all parties
         and the Committee shall have complete discretion in making such
         determinations.


                                       8
<PAGE>

6.4      Plan Records. The Committee shall be responsible for maintaining books
         and records for the Plan.

                                  SECTION 7.
                            ADOPTION AND WITHDRAWAL

7.1      Adoption by Employers. An Employer authorized by the Committee to
         participate in this Plan shall adopt the same by written
         acknowledgment to the Committee. By so adopting the Plan, such
         Employer designates the Company as the Employer entitled to administer
         the Plan and to amend or terminate the Plan through the Committee.

7.2      Withdrawal of a Participating Employer. A participating Employer may
         withdraw from the Plan as of any date upon 90 days' advance written
         notice to the Committee, or upon such shorter notice as the Committee,
         in its sole discretion, may permit. If an Employer shall cease to
         exist or ceases to be an affiliate of Company, it shall automatically
         be withdrawn from participation in the Plan effective as of the date
         it ceases to exist or ceases to be an affiliated company unless a
         successor organization adopts the Plan with the consent of the
         Committee in accordance with the provisions of this section.

7.3      Obligation of Employers. Each Employer by adopting the Plan agrees to
         make all payments required under the Plan to be made or provided to or
         on behalf of the Participants employed by such Employer, and agrees
         that the liability for making such payments and providing such
         benefits shall be the sole and exclusive obligation of such Employer.
         In addition, each Employer by adopting this Plan agrees to pay all
         fees and reimburse all expenses to Company as required by the
         Committee and as agreed to by the parties in connection with the
         administration of this Plan.

                                  SECTION 8.
                          CLAIM AND REVIEW PROCEDURES

8.1      Claims Procedure. Any person who believes he or she is being denied
         any rights or benefits under the Plan may file a claim in writing with
         the Committee. If the claim is denied (in whole or part), the
         Committee will notify the claimant of its decision in writing. The
         notification will be written in a manner intended to be understood by
         the claimant and will contain [a] reasons for the denial, [b]
         reference to pertinent Plan provisions, [c] a description of
         additional material or information that is needed, and [d] information
         as to the steps to be taken if the claimant wishes to submit a request
         for review. The notification will be given within 90 days after the
         claim is received by the Committee (or within180) days, if special
         circumstances require an extension of time for processing the claim,
         and


                                       9
<PAGE>

         if written notice of the extension and circumstances is given to the
         claimant within the initial 90 day period). If notification is not
         given within this period, the claim will be considered denied as of
         the last day of such period and the claimant may request review of the
         claim.

8.2      Review Procedure. Within 60 days of the receipt by the claimant of the
         written notice of denial of the claim, or within 60 days after the
         claim is deemed denied, if applicable, the claimant may file a written
         request with the Committee that it conduct a review of the claim,
         including the conducting of a hearing, if considered necessary by the
         Committee. In connection with the claimant's appeal of the denial of a
         benefit, the claimant may review pertinent documents and may submit
         issues and comments in writing. The Committee shall make a decision on
         the claim appeal not later than 60 days after the receipt of the
         claimant's request for review, unless special circumstances (such as
         the need to hold a hearing, if necessary) require an extension of time
         for processing, in which case the 60 day period may be extended to 120
         days. The Committee shall notify the claimant in writing of any
         extension. The decision upon review shall [a] include specific reasons
         for the decision, [b] be written in a manner intended to be understood
         by the claimant, and [c] contain references to the Plan provisions on
         which the decision is based.

                                  SECTION 9.
                            MISCELLANEOUS PROVISIONS

9.1      Amendment or Termination. The Company reserves the right to amend,
         modify, terminate or discontinue the Plan at any time provided,
         however, that no such action shall reduce the amounts then credited to
         any Account of any Participant, subject to adjustment for notional
         investment losses and deemed transaction fees in accordance with
         Section 4.5 and the claims of the Employer's general creditors.

9.2      Participant's Rights Unsecured. The Employer shall remain the owner of
         amounts deferred under the Plan by its Employees participating in the
         Plan. The Participant and the Participant's beneficiary have only the
         Employer's unsecured promise to pay. The rights accruing to the
         Participant and the Participant's beneficiary are those of an
         unsecured general creditor of the Employer. Any contract, policy or
         other asset which the Employer may utilize to assure itself of the
         funds to make payment shall not serve in any way as security to the
         Participant or beneficiary for the Employer's performance under the
         Plan. Any account established under the Plan is for bookkeeping
         purposes only and shall not be considered to create a fund for the
         Participant or beneficiary.

9.3      Nontransferability/Nonalienability. No right of any Participant or
         beneficiary to receive any Plan payment shall be subject to
         alienation, transfer, sale, assignment, pledge, attachment,
         garnishment or encumbrance of any kind. Any


                                      10
<PAGE>

         attempt to alienate, sell, transfer, assign, pledge or otherwise
         encumber any such payments whether presently or thereafter payable
         shall be void. Subject to Section 9.7, any Plan payment due shall not
         in any manner be subject to debts or liabilities of any Participant,
         beneficiary or other person.

9.4      Participant Obligation to Furnish Information. Each person entitled to
         receive a Plan payment, whether a Participant, a duly designated
         beneficiary, a guardian or otherwise, shall provide the Committee with
         such information as it may from time to time deem necessary or in its
         best interest in administering the Plan. Any such person shall also
         furnish the Committee with such documents, evidence, data or other
         information as the Committee may from time to time deem necessary or
         advisable.

9.5      No Right of Employment. The Plan shall not be deemed to constitute a
         contract of employment between a Participant and the Employer, nor
         shall any Plan provision restrict the right of the Employer to
         discharge a Participant, or restrict the right of a Participant to
         terminate his or her employment.

9.6      Plan Expenses. Unless paid by the Employer, expenses of administering
         the Plan shall be paid by the Participants, except as otherwise
         provided herein, and shall be debited among Participant Accounts in a
         reasonable manner as determined by the Committee. Expenses that are
         specific to a Participant's Account shall be debited solely to such
         Participant's Account and shall not be allocated among other
         Participants.

9.7      Offsets. As a condition to eligibility to participate in the Plan,
         each Participant consents to the deduction from amounts otherwise
         payable under the Plan to the Participant and the Participant's
         beneficiaries of all amounts owed by the Participant to the Employer
         and the Company and its affiliates to the maximum extent permitted by
         applicable law.

9.8      Limitation of Actions. No lawsuit with respect to any benefit payable
         or other matter arising out of or relating to the Plan may be brought
         before exhaustion of the claim and review procedures set forth in
         Section 8 and any lawsuit must filed no later than nine months after
         the claim is denied or be forever barred.

9.9      Governing Law. The Plan shall be construed, administered and governed
         in all respects under and by the applicable laws of Kentucky. By
         participating in the Plan, the Participant irrevocably consents to the
         exclusive jurisdiction of the courts of Kentucky and of any federal
         court located in Jefferson County, Kentucky in connection with any
         action or proceeding arising out of or relating to the Plan, any
         document or instrument delivered pursuant to or in connection with the
         Plan.


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<PAGE>

9.10     Indemnification. The Employer shall indemnify and hold harmless its
         employees, officers and directors and the members of the Committee,
         against all claims, damages and liabilities, in respect of any claim
         or liability which may be asserted against any of them because of any
         act or omission in the administration of the Plan, except in case of
         any fraud or willful wrongdoing by the person seeking to be
         indemnified and held harmless. If any liability is asserted against an
         indemnitee with respect to which the indemnitee is entitled to
         indemnity under this section, the indemnitee shall give the Employer
         prompt written notice of the assertion of the liability. The Employer
         shall then take charge of the disposition of the asserted liability,
         including compromise or the conduct of litigation, at the Employer's
         expense, including counsel fees. The indemnitee may at the
         indemnitee's own expense retain his or her own counsel and share in
         the conduct of any such litigation, but any failure by the indemnitee
         to do so shall not adversely affect the indemnitee's right to
         indemnity under this Section.


                                     TROVER SOLUTIONS, INC.



                                     By: /s/ Douglas R. Sharps
                                        ----------------------

                                     Name: Douglas R. Sharps

                                     Title: Executive Vice President--Finance &
                                            Administration


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