PLAN OF REORGANIZATION
THIS Plan of Reorganization is entered into on this 27th day
of December, 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 convertible preferred stock by
allowing conversion of convertible preferred stock into Provident
common stock; and
WHEREAS, this Plan of Reorganization saves Provident the
time and expense of putting forth an amendment to the terms of
its Series C 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 C, Non-Voting Convertible Preferred Stock owned by
Shareholders ("Series C Shares") into 371,418 shares of its
Series D, Non-Voting Convertible Preferred Stock ("Series D
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 C Shares into Series D Shares at the rate of one share
of Series D for each share of Series C. The terms of the Series
D 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 C Shares and there
exist no liens, claims, options, proxies, charges or encumbrances
of whatever nature affecting such Series C Shares.
3. Acknowledgment of Status of Series C Shares and Series
D Shares. Shareholders acknowledge (i) the Series C 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 C Shares and (ii)
Shareholders own the Series C 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 D Shares pursuant hereto, the status of the Series C
Shares existing on the date of this Agreement as a result of
Provident's previous call of the Series C Shares for redemption.
Shareholders agree that the Series D Shares are
intended to be substantially equivalent to the Series C Shares
except with respect to the right of the Shareholders to convert
the Series D Shares. The conversion price (as defined in
Provident's Articles of Incorporation) in effect with respect to
the Series D Shares shall be $16.00 subject to adjustment as set
forth in Article Fourth of Provident's Articles of Incorporation,
resulting in each Series D Shares being currently 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 D Shares which are
inconsistent with the previous sentence. Shareholders further
agree they shall own the Series D Shares from and after the date
of this Agreement subject to Section 4 and all other applicable
provisions of Provident's Articles of Incorporation relating to
the Series D Shares and that the following legend shall be placed
on the certificates representing the Series D Shares to such
effect:
"NOTICE OF AUTOMATIC CONVERSION"
Pursuant to Section 4 of the terms of designation and
preferences of the Series D Shares, upon transfer to
any person other than an Original Holder (as defined in
the terms of designation and preferences of the Series
D Shares), 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 D Shares have been duly and validly authorized by all
necessary corporate action by Provident, and the Series D 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 D Shares of any legends
deemed appropriate by Provident or its counsel.
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