August 27, 1998
Mr. Jerry L. Grace
Sr. Vice President/Treasurer
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202
Dear Jerry:
As we discussed, your employment as Senior Vice
President/Treasurer of The Provident Bank and/or its parent,
Provident Financial Group, Inc., and all subsidiaries and
affiliated business entities (herein collectively "Provident"),
is ending effective September 18, 1998, on which date you will
retire. You have indicated that you desire to assist us with an
orderly transition.
Your retirement rights to continue to participate in Provident's
group health and insurance program, and your conversion privilege
under the group life insurance plan are described in separate
documents that will be mailed to you.
Given your years of loyal service to Provident, Provident offers
you the following Arrangement. You agree to the following:
1. Through September 18, 1998, you will cooperate in
making an orderly transition and report to me.
2. You will not at any time make any materially derogatory
statement about, or do anything materially injurious
to, Provident.
3. You waive your rights to future re-employment with
Provident.
4. For a period of 104 weeks following your retirement,
you or a business entity controlled by you will not
directly, nor indirectly, hire or recruit any Provident
associates or attempt to influence any associate to end
employment with Provident.
5. You will return to me, before 5:00 p.m. on September
17, 1998, which is 21 days from the date you receive
this letter, the signed originals of this letter and
the attached General Release.
6. Save and except if this letter becomes a matter of
public record, you will not discuss with anyone, other
than your spouse and immediate family and your personal
legal, tax or financial advisor, the terms of this
Agreement. In fact, we recommend that you consult your
personal attorney before acting on this offer letter.
7. You will hold in strict confidence all information
relating to Provident's current and planned business
operations which is not generally known outside
Provident, and will not disclose any of such
proprietary information to any third party without the
prior written consent of an executive officer of
Provident.
If you comply with the terms set forth in numbered paragraphs 1
through 7, immediately above, Provident agrees that it will:
(a) Pay, as salary continuation and separation, your
current regular salary, in bi-weekly payments to you,
for the next 104 weeks, with all payments subject to
required withholdings;
(b) Have Provident records reflect that you retired
effective September 15, 1998, and, in the future, if
Provident receives an inquiry from a third party
concerning your employment, Provident will provide the
following information: "Mr. Grace served nearly 14
years with Provident, working for his last several
years as Senior Vice President/Treasurer. He retired
from that position and left employment with Provident
on September 18, 1998";
(c) Not contest your claim for unemployment compensation
benefits; and
(d) Honor all of your rights under Provident's employee
retirement benefit plans, as defined under ERISA, or
other laws relating to them.
If you have any questions, please contact me without delay.
Sincerely,
/s/Robert L. Hoverson
Robert L. Hoverson
President and Chief Executive Officer
ACCEPTANCE OF OFFER
Having read, having been given an opportunity to ask questions
about, and fully understanding the terms and conditions, I accept
the above Arrangement this 27 day of August, 1998.
I understand that this Arrangement will not be effective until
the eighth day after I sign below because, if I choose to do so,
I have seven days after accepting to change my mind and deliver
to Provident written notice of my desire to cancel my acceptance.
Provident, however, will not withdraw or cancel this offer and
agreement during such time.
/s/ Jerry L. Grace
Jerry L. Grace