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                                                                EXHIBIT 10.12
                                TROVER SOLUTIONS
                      PROPOSED 2002 TOP HAT PLAN AMENDMENTS
                                  MAY 10, 2002
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RESOLVED, that the Healthcare Recoveries, Inc. Supplemental Retirement Savings
Plan (the "Plan") is amended as follows:

1.       Section 1.21 is amended effective January 17, 2002 to read as follows:

                  PLAN means the Trover Solutions, Inc. Supplemental Retirement
                  Savings Plan as set forth in this instrument as amended from
                  time to time.

2.       Section 1 of the Plan is amended effective January 17, 2002 by adding
         the following new Section 1.27:

                  References in this Plan to "Healthcare Recoveries, Inc." shall
                  mean "Trover Solutions, Inc."

3.       The first sentence of Section 3.1(a) is amended effective July 1, 2002
         to read as follows:

                  Each Participant may, pursuant to a Deferral Agreement, defer
                  a portion of the Participant's Compensation during the Plan
                  Year, in an amount equal to an integral percentage ranging
                  from one percent (1%) to eighty-five percent (85%) of such
                  Compensation.

4.       Section 3.2 is amended effective January 1, 2002 by adding the
         following new paragraph:

                  The Employer may at any time, and from time to time, credit a
                  Participant's Matching Contribution Account with a
                  discretionary Matching Contribution. The discretionary
                  Matching Contribution shall be in an amount determined by the
                  Employer in its sole discretion, and the amount may be
                  different for each Participant. The Employer shall have no
                  obligation to make any discretionary Matching Contributions.

5.       Section 4.2(b) is amended effective January 1, 2001 to read as follows:

                  As of each Valuation Date, the Committee shall credit the
                  Participant's Bookkeeping Account with interest. The amount of
                  interest credited (or deducted in the case of a loss by the
                  Interest Crediting Fund) shall equal the interest, dividends,
                  increase or decrease in market value and other earnings or
                  losses that would have been credited to the Participant's
                  Deferral Account and Matching Contribution Account if the
                  percentage selected by the Participant had actually been
                  invested in the Interest Crediting Fund for such time as
                  elected by the Participant. The direction given for current
                  contributions and the cumulative balance in the Bookkeeping
                  Account must be the same.


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6.       Section 5.1(c) is amended effective January 1, 2002 to read as follows:

                  A Participant's vesting percentage in his Matching
                  Contribution Account under this Plan shall be the same as his
                  vesting percentage in his Matching Account under the Qualified
                  Plan.

7.       Section 8.3 is amended effective January 1, 2001 by adding the
         following:

                  The right of a Participant or beneficiary to receive a
                  distribution under the Plan shall be an unsecured claim
                  against the general assets of the Employer, and neither the
                  Participant nor a beneficiary shall have any rights in or
                  against any specific assets of the Employer. Any assets used
                  or acquired by the Employer to assure itself of funds to pay
                  its liabilities under the Plan shall remain general assets of
                  the Employer, subject to the claims of its general creditors.
                  Any account established under the Plan is for bookkeeping
                  purposes only and shall not be considered to create a fund for
                  a Participant or beneficiary. 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 attempt to
                  alienate, sell, transfer, assign, pledge or otherwise encumber
                  any such payments whether presently or thereafter payable
                  shall be void. Subject to Section 5.5, any Plan payment due
                  shall not in any manner be subject to debts or liabilities of
                  any Participant, beneficiary or other person.

8.       In all other respects the Plan is ratified, confirmed and approved in
         its entirety.


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