PLAN OF REORGANIZATION
THIS Plan of Reorganization is entered into on this 29th
day of September, 1995 (the "Agreement"), by and between
Provident Bancorp, Inc., an Ohio corporation ("Provident"),
and Great American Insurance Company and Great American Life
Insurance Company, both Ohio corporations (collectively
"Shareholders").
WHEREAS, Provident desires to engage in this Plan of
Reorganization because it furthers the original intention of
Provident in its issuance of the Series B Shares by allowing
conversion of convertible preferred stock into Provident
common stock and this Plan of Reorganization saves Provident
the time and expense of putting forth an amendment to the
terms of the Series B Shares for the consideration of holders
of Provident common stock; and
WHEREAS, this Agreement sets forth the terms and
conditions upon which Provident shall convert 371,418 of its
shares of Series B, Non-Voting Convertible Preferred Stock
owned by Shareholders ("Series B Shares") into 371,418
shares of its Series C, Non-Voting Convertible Preferred
Stock ("Series C Shares");
NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained herein and other valuable
consideration which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Exchange of Shares. Effective the date hereof,
subject to the terms and conditions of this Agreement, and in
reliance on the representations, warranties and covenants
contained herein, Shareholders agree to exchange, assign and
deliver free and clear of all liens, claims, options,
proxies, charges and encumbrances of whatever nature to
Provident and Provident agrees to convert the Series B Shares
into Series C Shares at the rate of one share of Series C for
each share of Series B. The terms of the Series C Shares are
as set forth on Exhibit A attached hereto.
2. Representation and Warranties of Shareholders.
Shareholders represent and warrant to Provident that
Shareholders have good and marketable title to the Series B
Shares and there exist no liens, claims, options, proxies,
charges or encumbrances of whatever nature affecting such
Series B Shares.
3. Acknowledgment of Status of Series B and Series
C Shares. Shareholders acknowledge (i) the Series B Shares
have heretofore been called for redemption by Provident
pursuant to Section 4(a)(i) of Article Fourth of Provident's
Articles of Incorporation relating to the Series B Shares
and (ii) Shareholders own the Series B Shares on the date of
this Agreement subject to Section 4(a)(ii) and all other
applicable provisions thereof. The parties agree that
neither this Agreement nor the consummation of the exchange
provided for herein is intended to change, as a result of the
issuance of the Series C Shares pursuant hereto, the status
of the Series B Shares existing on the date of this Agreement
as a result of Provident's previous call of the Series B
Shares for redemption.
Shareholders agree that the Series C Shares are
intended to be equivalent to the Series B Shares except with
respect to the right of the Shareholders to convert the
Series C Shares and the Series C Shares (i) shall be deemed
to have been called for redemption on the date of their
issuance, September 29, 1995, (the "Redemption Date") and
issued to them as though they have been called for redemption
pursuant to Section 4(a)(i) of Article Fourth of Provident's
Articles of Incorporation relating to the Series C Shares and
(ii) the conversion price (as defined in Provident's Articles
of Incorporation) in effect with respect to the Series C
Shares on the Redemption Date shall be $16.00, resulting in
each Series C Shares being convertible into 6.25 shares of
Common Stock of Provident. Shareholders waive any terms of
Article Fourth of Provident's Articles of Incorporation
relating to the Series C Shares which are inconsistent with
the previous sentence. Shareholders further agree they shall
own the Series C Shares from and after the date of this
Agreement subject to Section 4(a)(ii) and all other
applicable provisions of Provident's Articles of
Incorporation relating to the Series C Shares and that the
following legend shall be placed on the certificates
representing the Series C Shares to such effect:
"NOTICE OF REDEMPTION
The Series C Preferred Shares represented by this
certificate have been called for redemption. The
shares were not redeemed pursuant to Section 4(a)(ii)
of Article Fourth of the Articles of Incorporation of
Provident Bancorp, Inc. relating to the Series C
Preferred Shares. Upon transfer to any person other
than an Original Holder, these shares shall be
automatically converted into Provident Bancorp, Inc.
Common Stock at a Conversion Price of $16 per share."
4. Representations and Warranties of Provident.
Provident represents and warrants to Shareholders as follows:
(a) Provident is a corporation organized,
validly existing and in good standing under the laws of the
State of Ohio and has the corporate power and authority to
execute and deliver this Agreement;
(b) The execution and delivery of this Agreement
and the Series C Shares have been duly and validly authorized
by all necessary corporate action by Provident, and the
Series C Shares are validly issued, fully paid and non-
assessable shares; and
(c) To the best of Provident's knowledge, there
is no action, suit or proceeding at law or in equity or by or
before any court, governmental agency or other
instrumentality now pending which seeks to enjoin the
consummation of the transactions contemplated by this
Agreement, nor has any such action been threatened.
5. Legends. Shareholders agree to the placement on
the certificates representing the Series C Shares of any
legends presently appearing on the front or reverse of the
certificates representing Series B Shares.
6. Miscellaneous.
(a) This Agreement constitutes the entire
Agreement and supersedes all prior agreements and
understandings, whether oral or written, among the parties
hereto with respect to the subject matter hereof. This
Agreement may not be amended orally, but only by an
instrument in writing signed by each of the parties to this
Agreement.
(b) This Agreement shall be binding upon the
parties hereto and shall inure to the benefit of and be
enforceable by the successors and assigns of the parties
hereto.
(c) All representations, warranties and
covenants shall survive the execution of this Agreement.
(d) This Agreement may be executed in any number
of counterparts, each of which shall, when executed, be
deemed to be an original and all of which shall be deemed to
be one and the same instrument.
(e) This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Ohio, without reference to the conflict of laws
principals thereof.
IN WITNESS WHEREOF, each of the undersigned parties
has caused this Agreement to be executed on the date first
above written.
PROVIDENT BANCORP, INC.
By:___________________________________
Title:
GREAT AMERICAN INSURANCE COMPANY
By:____________________________________
Karen Holley Horrell
Title: Senior Vice President,
General Counsel & Secretary
GREAT AMERICAN LIFE INSURANCE COMPANY
By:____________________________________
Mark F. Muething
Title: Senior Vice President,
General Counsel & Secretary