As filed with the Securities and Exchange Commission on December 3, 1996.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Incorporated PROVIDENT BANCORP, INC. I.R.S. Employer
Under the Laws One East Fourth Street Identification No.
of Ohio CINCINNATI, OHIO 45202 31-0982792
----------------------------
PROVIDENT BANCORP, INC.
DEFERRED COMPENSATION PLAN
-----------------------------
Mark E. Magee, Esq.
Provident Bancorp, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Unit (2) Price (2) Fee (3)
- --------------------------------------------------------------------------------
Deferred
Compensation $16,908,750 $1 $16,908,750 $5,904
Obligations
Common Stock, 300,000 $51.875 $15,562,500 $4,716
No par value Shares
(1) This Registration Statement is filed for up to $16,908,750 in Deferred
Compensation Obligations and up to 300,000 shares issuable pursuant to the
Provident Bancorp, Inc. Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating registration fees.
(3) Registration fee has been calculated pursuant to Rule 457(h) based on the
average of the high and low prices of the Common Stock quoted on the Nasdaq
Stock Market on November 29, 1996 of $51.875 per share.
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed pursuant to General Instruction E to
Form S-8 for the registration of up to an additional 300,000 shares of Common
Stock and up to $15,856,560 in Deferred Compensation Obligations pursuant to the
Provident Bancorp, Inc. Deferred Compensation Plan (the "Plan"). The contents of
the Registrant's Registration Statement on Form S-8 (File No.33-61576), filed
April 23, 1996 for up to 200,000 shares of Common Stock issuable pursuant to the
Plan, are herein incorporated by reference.
Item 4. Description of Securities
Any employee of Provident Bancorp, Inc. ("Provident") or its subsidiaries
who is a key member of management or who is a highly-compensated employee, as
determined under the Employee Retirement Income and Security Act of 1974
("ERISA"), may be selected by the Compensation Committee (the "Committee") to
participate in the Plan. An employee who is selected to partici pate in the Plan
may elect in writing to defer from 5% to 50% of his or her compensation into the
Plan on a pre-tax basis. At the time of making an election to defer
compensation, the Participant must also elect whether the amounts deferred are
to be invested in a Provident Stock Account or a Self-Directed Account. The
election is for a period of two years with respect to deferred compensation
invested in a Provident Stock Account and one year for compensation invested in
a Self-Directed Account.
A Participant's election to invest compensation deferred under the Plan in
a Provident Stock Account applies for two Plan Years. The Plan Year is the
calendar year. Assets of the Plan are administered and held by the Trustee
pursuant to a Trust Agreement entered into between Provident and the Trustee.
Amounts invested in a Provident Stock Account are transferred by Provident to
the Trustee of the Trust. Transferred amounts are invested by the Trustee in
shares of Common Stock, and the Participant's Account is credited with the
appropriate number of shares. Dividends earned on the Common Stock held in the
Account are also invested in Common Stock by the Trustee.
For the initial four Plan Years that compensation has been deferred in a
Provident Stock Account, the Account is also credited with a percentage of
Provident's pre-tax earnings per share for each Share of Common Stock in the
Account. The percentage of pre-tax earnings per share to be credited depends
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upon Provident's return on equity and begins at 20% of pre-tax earnings per
share for a return on equity of 11% and increases to 200% of pre-tax earnings
per share for a return on equity of 25% and above. These amounts are also
transferred to the Trustee and used to acquire Common Stock.
Compensation invested in a Provident Stock Account remains in the Plan for
four Plan Years. After four Plan Years, the Account may be (1) distributed to
the Participant, (2) redeferred for an additional four Plan Years or (3)
transferred to a Self-Directed Account. After compensation has been deferred in
a Provident Stock Account for eight Plan Years, the Account must either (1) be
distributed to the Participant or (2) transferred to a Self-Directed Account.
Amounts held in Participant's Provident Stock Accounts will also be
distributed to a Participant upon termination of employment with Provident,
unless the termination of employment is due to the retirement of the
Participant, in which case the amounts in a Participant's Provident Stock
Accounts will be transferred automatically to the Participant's Self-Directed
Account and distributed as described below. Distribution may be made prior to
termination of employment in the event of a hardship.
A Participant's election to defer compensation into a Self- Directed
Account may be revised every Plan Year. Compensation deferred in a Self-Directed
Account is also transferred by Provident to the Trust. Transferred amounts are
invested by the Trustee as directed by the Participant.
Amounts deferred in a Participant's Self-Directed Account are not paid
until the Participant retires or otherwise terminates employment with Provident.
If termination of employment is due to retirement, the Participant may elect to
receive payment in up to 10 annual installments. Distributions are also
permitted prior to termination of employment in the event of a hardship.
Provident contributes to a Participant's Self-Directed Account the amount
by which a deferral of compensation under the Plan reduces the Participant's
share of ESOP contributions under the Provident Bancorp, Inc. Retirement Plan.
Provident also contributes to a Participant's Self-Directed Account matching
contributions that would have been generated if the amounts deferred into the
Self-Directed Account had been deferred under the 401(k) portion of the
Retirement Plan by the Participant; provided that this contribution shall not
exceed the maximum matching contribution permitted under the Retirement Plan,
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and shall be offset by any actual matching contributions received under the
Retirement Plan.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock and the Deferred Obligations offered
hereby will be passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Attorneys of
Keating, Muething & Klekamp own 86,805 shares of the Company's Common Stock.
Item 8. Exhibits
Exhibit 4.1 Provident Bancorp Deferred Compensation
Plan, as amended and restated
Exhibit 4.2 Provident Bancorp Deferred Compensation
Trust Agreement (incorporated by reference
to the Exhibit 4.2 Company's Form S-8
Registration Statement (Registration
No. 33-61576)filed on April 23, 1996)
Exhibit 5 Opinion of Keating, Muething & Klekamp
Exhibit 23.1 Consent of Ernst & Young, L.L.P.
Exhibit 23.2 Consent of Keating, Muething & Klekamp,
P.L.L. (contained on Exhibit 5)
Exhibit 24 Power of Attorney (contained on the
signature page)
- ----------------------
*Incorporated by reference as indicated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, on November ___, 1996.
PROVIDENT BANCORP, INC.
By:________________________________
Allen L. Davis
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk hereby authorizes Allen L. Davis or Philip R. Myers or
John R. Farrenkopf as attorney-in-fact to sign on his behalf individually and in
each capacity indicated below, any amendments, including post-effective
amendments, to this Registration Statement.
Signature Capacity Date
- ---------------------* Chief Executive November __, 1996
Allen L. Davis Officer and
Director
(Principal
Executive Officer)
- -------------------* Vice President and November __, 1996
John R. Farrenkopf Chief Financial
Officer (Principal
Financial Officer
and Principal
Accounting
Officer)
- ---------------------* Director November __, 1996
Jack M. Cook
- ---------------------* Director November __, 1996
Thomas D. Grote, Jr.
- ---------------------* Senior Vice November __, 1996
Philip R. Myers President and
Director
- ---------------------* Director November __, 1996
Joseph A. Pedoto
- ---------------------* Director November __, 1996
Sidney A. Peerless
- ---------------------* Director November __, 1996
Joseph A. Steger
PROVIDENT BANCORP, INC.
DEFERRED COMPENSATION PLAN
(As amended and restated effective as of January 1, 1996)
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TABLE OF CONTENTS
ARTICLE 1 GENERAL......................................................1
ARTICLE 2 DEFINITIONS AND USAGE........................................1
ARTICLE 3 PARTICIPATION IN PLAN........................................4
ARTICLE 4 AMOUNT OF BENEFIT IN PROVIDENT STOCK ACCOUNT.................6
ARTICLE 5 PAYMENT OF BENEFIT IN PROVIDENT STOCK ACCOUNT................8
ARTICLE 6 AMOUNT OF BENEFIT IN SELF-DIRECTED ACCOUNT..................10
ARTICLE 7 PAYMENT OF BENEFIT IN SELF-DIRECTED ACCOUNT.................12
ARTICLE 8 DEATH OF PARTICIPANT........................................12
ARTICLE 9 HARDSHIP DISTRIBUTIONS......................................13
ARTICLE 10 ADMINISTRATION..............................................14
ARTICLE 11 CLAIMS PROCEDURE............................................15
ARTICLE 12 CHANGE IN CONTROL PROVISIONS................................16
ARTICLE 13 MISCELLANEOUS PROVISIONS....................................18
ARTICLE 14 TRUST PROVISION.............................................19
ARTICLE 15 INDEMNIFICATION.............................................20
ARTICLE 16 ARBITRATION.................................................20
<PAGE>
PROVIDENT BANCORP, INC.
DEFERRED COMPENSATION PLAN
PREAMBLE
WHEREAS, Provident Bancorp, Inc. ("Provident") recognizes the unique
qualifications of certain key management or highly compensated employees of
Provident and its subsidiaries and the valuable services they provide and
desires to establish an unfunded plan to provide an incentive for eligible
employees to defer compensation in a manner that aligns their interests with
those of the Provident's stockholders, and
WHEREAS, Provident has determined that the implementation of such a plan
will best serve its interest in retaining and motivating key employees.
NOW, THEREFORE, Provident hereby amends and restates the Provident Bancorp,
Inc. Deferred Compensation Plan in its entirety as hereinafter provided:
ARTICLE 1
GENERAL
1.1 Effective Date. The provisions of the Plan were effective originally as
of May 1, 1993. This amended and restated Plan shall be effective as of January
1, 1996. The rights, if any, of any person whose status as an employee of any
Employer has terminated shall be determined pursuant to the Plan as in effect on
the date such employee terminates, unless a subsequently adopted provision of
the Plan is made specifically applicable to such person.
1.2 Shareholder Approval. The Plan was approved by the Provident
shareholders on May 26, 1993.
1.3 Purpose. The Plan is intended to be an unfunded plan primarily for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees, as such group is described under Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA.
ARTICLE 2
DEFINITIONS AND USAGE
2.1 Definitions. Wherever used in the Plan, the following words and phrases
shall have the meaning set forth below unless the context plainly requires a
different meaning:
(a) "Administrator" means the person or persons described in Article 10.
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(b) "Agreement" means an Agreement For Deferral of Compensation between
Provident and an eligible employee in accordance with Article 3.
(c) "Board" means the members of the Board of Directors of Provident.
(d) "Benefit" means the benefit of a Participant as determined under
Article 4 or Article 6.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(f) "Committee" means the Compensation Committee of the Board.
(g) "Common Share" means a share of common stock of Provident.
(h) "Compensation" means the total of all compensation, including wages,
salary and bonuses, which is payable as consideration for the employee's service
during a Plan Year prior to subtracting any Deferred Amounts.
(i) "Deferred Amount" means, for each calendar year, the amount of Compensa
tion deferred by an employee pursuant to Article 3. The Deferred Amount for any
calendar year shall be at least 5% and shall not exceed 50% of the Participant's
Compensation for the year. Deferred Amounts may be allocated to a Provident
Stock Account under Article 4 or the Participant's Self- Directed Account under
Article 6 in such proportions specified in the Agreement.
(j) "Disability" means permanent and total disability, mental or physical,
which prevents the Participant from discharging the duties and obligations or
from otherwise providing the services for which Compensation is paid by
Provident; provided, however, that such disability shall not be deemed to
commence or exist until such time as the Committee shall determine in its sole
discretion, upon the basis of proof satisfactory to the Committee, that the
Participant has been thus disabled.
(k) "Employer" means Provident and any Subsidiary.
(l) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
(m) "Exchange Act" means the Securities Exchange Act of 1934.
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(n) "Participant" means an eligible employee of an Employer who is
participating in the Plan in accordance with Article 3.
(o) "Plan" means this Provident Bancorp, Inc. Deferred Compensation Plan.
(p) "Plan Year" means initially the period beginning on the effective date
and ending on December 31, 1993, and thereafter means the calendar year.
(q) "Pre-Tax EPS" means, for each Plan Year, pre-tax earnings on each
Common Share, computed in accordance with generally accepted accounting
principles on a fully diluted basis for the fiscal year of Provident that
includes such Plan Year, prior to the deduction of the amount computed pursuant
to Section 4.5 for earnings credited to Provident Stock Accounts for such Plan
Year. The Committee in its sole discretion may adjust Pre-Tax EPS to take into
account any unusual circumstances, including but not limited to the cumulative
effect of accounting changes, that may impact the calculation of Pre-Tax EPS.
(r) "Provident" means Provident Bancorp, Inc. and any successor thereto.
(s) "Provident Stock Accounts" means the accounts established on behalf of
the Participant as described in Section 4.2.
(t) "Retirement" shall mean separation from service on or after attainment
of age 65, or an earlier age if then eligible for retirement benefits under any
of Provident's retirement plans qualified under Section 401(a) of the Code.
(u) "Retirement Plan" means the Provident Bancorp, Inc. Retirement Plan.
(v) "Return on Equity" means, for each Plan Year, net income as a
percentage of the average balance of common shareholders' equity as computed in
accordance with generally accepted accounting principles. The Committee in its
sole discretion may adjust Return on Equity to take into account any unusual
circumstances, including but not limited to the cumulative effect of accounting
changes, that may impact the calculation of Return on Equity.
(w) "Self-Directed Account" means the account established on behalf of the
Participant as described in Section 6.2.
(x) "Subsidiary" means any corporation, other than Provident, in an
unbroken chain of corporations beginning with Provident, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one or more of the other corporations in such chain.
<PAGE>
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(y) "Termination for Cause" means the termination of a Participant's
employment with any Employer, by written notice to the Participant, specifying
the event relied upon for such termination, due to the Participant's:
(i) serious, willful misconduct in respect of his duties with any Employer, (ii)
conviction of a felony or perpetration of a common law fraud, (iii) material
failure to comply with applicable laws with respect to the execution of any
Employer's business operations, (iv) theft, fraud, embezzlement, dishonesty or
other conduct which has resulted or is likely to result in material economic
damage to any Employer, or (v) failure to comply with requirements of any
Employer's drug and alcohol abuse policies, if any.
(z) "Trust" means the trust described in Article 14.
(aa) "Trustee" means the trustee of the Trust.
2.2 Usage. Except where otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine and vice versa, and the
definition of any term herein in the singular shall also include the plural and
vice versa.
2.3 Eligibility. An employee of any Employer who is a member of a select
group of management or highly compensated employees as such group is described
under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, shall be eligible to
participate in the Plan at such time and for such period as designated by the
Committee. At no time shall the number of persons for which one or more Accounts
are maintained under the Plan exceed 125.
ARTICLE 3
PARTICIPATION IN PLAN
3.1 Participation. Each eligible employee may become a Participant by
entering into an Agreement in the manner provided in Section 3.2. A Participant
shall continue as a Participant until his entire Benefit has been paid.
3.2 Agreement Procedure.
(a) Terms of Agreement. The Employer, Provident and each Participant shall
execute an Agreement that shall set forth: (i) the Deferred Amount for each Plan
Year in the deferral period described in Subsection (e), (ii) the allocation of
the Deferred Amount between the Provident Stock Account and the Self-Directed
Account, and (iii) the Participant's beneficiary for all Benefits under the Plan
in the event of the Participant's death. The
<PAGE>
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Agreement shall generally be revocable until the beginning of the Plan Year to
which it applies; provided that persons subject to Section 16 of the Exchange
Act may choose to have the Agreement be irrevocable when delivered to the
Administrator.
(b) First Plan Year of the Plan. For the first Plan Year, an eligible
employee shall properly complete, execute and deliver the Agreement to the
Adminis trator no later than 30 days after the later of (1) the date the Plan
has been adopted by the Board and (2) the effective date of the Plan. The
Agreement completed in accordance with this Subsection (b) shall be effective
with respect to Compensation payable after the date the Agreement is delivered
to the Administrator.
(c) Subsequent Plan Years. For any Plan Year (other than the first Plan
Year described in Subsection (b)) for which an employee is eligible to
participate in the Plan, the Agreement shall be properly completed, executed and
delivered to the Administrator prior to the later of the first day of such Plan
Year or 30 days following designation of eligibility to participate by the
Committee. The Agreement completed in accordance with the preceding sentence
shall be effective with respect to Compensation payable on and after the first
day of the Plan Year for which the Agreement is applicable. An eligible employee
who does not enter an Agreement to establish a Provident Stock Account when
eligible to participate in the Plan shall not be permitted to establish a
Provident Stock Account until the second Plan Year thereafter, and at that time
shall complete an Agreement in accordance with this Section. Notwithstanding the
preceding sentence, the Committee, upon application by the eligible employee,
may permit such employee to establish a Provident Stock Account in the Plan Year
that immediately follows the Plan Year in which the employee was eligible to
participate. An eligible employee who does not enter into an Agreement to
establish a Self-Directed Account when eligible to participate in the Plan shall
be permitted to have a Deferred Amount credited to the Participant's
Self-Directed Account for any subse quent Plan Year and shall complete an
Agreement in accordance with this Section.
(d) Changes to Deferred Amount. For any Plan Year for which a Participant
desires to change his Deferred Amount for the next succeeding deferral period
(as described in Subsection (e)), the Agreement shall be properly completed,
executed and delivered to the Administrator prior to the first day of the Plan
Year for which such Agreement shall first be effective. The Agreement completed
in accordance with this Subsection (d) shall be effective with respect to
Compensation payable on and after the first day of the Plan Year for which the
Agreement is first applicable.
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(e) Deferral Period. The Agreement to have Deferred Amounts credited to a
Provident Stock Account shall continue in effect for two Plan Years, beginning
with the Plan Year (or portion thereof) to which the Agreement initially
applies. Notwithstanding the preceding sentence, the Committee in its sole
discretion may permit the two-Plan Year period during which a Deferral Amount is
effective to be reduced to a one-Plan Year period. In the event the Committee
reduces the two-Plan Year period as described in the preceding sentence, the
Participant shall elect a new Deferral Amount pursuant to Subsection (d). The
Agreement to have Deferred Amounts credited to the Participant's Self-Directed
Account shall be effective only for the Plan Year to which the Agreement
applies.
ARTICLE 4
AMOUNT OF BENEFIT IN PROVIDENT STOCK ACCOUNT
4.1 Benefit. The Benefit of a Participant electing to have Deferred Amounts
credited to a Provident Stock Account shall be the amounts credited to such
Participant's Provident Stock Accounts pursuant to this Article 4. The payment
of the Benefit (or portion thereof) to a Participant shall be determined in
accordance with Section 5.1. The payment of the Benefit to the beneficiary of a
deceased Participant shall be determined in accordance with Article 8.
4.2 Provident Stock Accounts. The Administrator shall establish separate
Provident Stock Accounts for each Participant for each Plan Year. The Provident
Stock Account will reflect the Deferred Amount credited to the Account for the
Plan Year, dividends credited to that Account, and earnings credited to that
Account. All amounts which are credited to a Provident Stock Account shall
remain subject to the claims of Prov ident's general creditors. A Participant
shall not have any interest or right in or to such Provident Stock Account at
any time. The Administrator shall have sole responsibility and authority for
determining the amount of a Participant's Provident Stock Account.
4.3 Deferred Amounts. The Deferred Amount attributable to each pay period
shall be credited to the Provident Stock Account based on a transfer before the
last day of the month in which the Compensation is payable to the Participant.
The Participant's Deferred Amount shall be considered as if converted to Common
Shares before the end of the month following the month in which the
Participant's Deferred Amount would have been transferred. In converting the
Deferred Amount to Common Shares, the Deferred Amount shall be divided by the
average cost of Common Shares considered to be purchased with all Deferred
Amounts that month. In lieu of transferring the Deferred Amount, the Employer
may treat the transfer based on such number of Common Shares as shall equal the
total Deferred Amounts being paid in the form of Common Shares divided by the
average of the closing bid and ask prices of a Common Share for the 20 trading
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days immediately preceding the date the Deferred Amounts were otherwise to have
been transferred. Such Common Shares may be considered to have been transferred
no later than the end of the month following the month in which the Deferred
Amounts would have been transferred.
4.4 Dividends. An amount equal to the amount of any dividends paid on
Common Shares shall be credited to a Participant's Provident Stock Account based
on the number of shares credited to such Account and shall be applied to the
crediting of additional Common Shares before the end of the month following the
month in which the dividends were paid.
4.5 Earnings.
(a) General. As of the end of every Plan Year, each Provident Stock Account
shall be credited with earnings as determined under this section; provided,
however, that earnings shall not be credited for a Provident Stock Account that
contains a Deferred Amount that has been re-deferred by the Participant under
Article 5. Each Provident Stock Account entitled to receive earnings shall be
credited with earnings based on the following schedule:
Percentage of Pre-Tax EPS to be
Return on Equity Credited to each Common Share
10% and below 0%
11% 20%
12% 40%
13% 60%
14% 80%
15% 100%
16% 110%
17% 120%
18% 130%
19% 140%
20% 150%
21% 160%
22% 170%
23% 180%
24% 190%
25% and above 200%
Within 60 days after the end of each Plan Year, for purposes of determining
the amount of a Participant's Provident Stock Account, such earnings
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determined under this Section shall be credited to the Participant's
Provident Stock Account. Such earnings shall be converted to Common Shares
before the end of the month following the month in which the earnings were
credited. In converting the earnings to Common Shares, the earnings shall be
divided by the average cost of Common Shares considered to be purchased with the
earnings. In lieu of having credited the earnings in cash, the Administrator may
credit such number of Common Shares as shall equal the earnings divided by the
average of the closing bid and ask prices of Common Shares for the 20 trading
days immediately following the end of the Plan Year. Such Common Shares shall be
considered to have been credited no later than 60 days following the Plan Year
end. In no event shall the amount of earnings that relates to a Deferred Amount
be less than zero.
(b) Separation from Employment. Notwithstanding the provisions of
Subsection (a), the amount of earnings for a Plan Year to be credited to each
Provident Stock Account of a Participant who separates from employment with any
Employer on account of death, Disability, Retirement or any other reason shall
be reduced by a fraction, the numerator of which is 12 minus the number of
months the Participant was employed by any Employer during such Plan Year and
the denominator of which is 12. A Participant who has a Termination for Cause
shall have no earnings credited to any Provident Stock Account for the Plan Year
in which the Participant separates from employ ment.
4.6 Deferral of Bonus Payments. All Deferred Amounts allocated by the
Participant to the Provident Stock Account and relating to the payment of a
bonus paid on or prior to March 1 of any year shall be credited to a Provident
Stock Account for the Plan Year to which said bonus payment relates. Such
Deferred Amounts shall receive the earnings credit, if any, payable pursuant to
Section 4.5(a) for such Plan Year.
ARTICLE 5
PAYMENT OF BENEFIT IN PROVIDENT STOCK ACCOUNT
5.1 Payment; Possible Forfeiture. The payment of a Participant's Benefit
credited to a Participant's Provident Stock Account shall be made no later than
60 days after the end of the Plan Year on which the earliest of the following
events occurs:
(a) the Participant separates from employment with the Employer for any
reason,
(b) a Deferred Amount has been credited to a Participant's Provident Stock
Account for four Plan Years, or if such Deferred Amount has been re-deferred for
an additional four Plan Years in accordance with Section 5.4,
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such Deferred Amount has been credited to a Participant's Provident Stock
Account for eight Plan Years, or
(c) the Participant experiences a hardship, as determined under Article 9.
5.2 Amount of Payment.
(a) No Separation From Employment. A Participant who does not separate from
employment with the Employer during a Plan Year shall receive the portion of his
Benefit equal to the balance in the Provident Stock Account that contains a
Deferred Amount that has been credited to the Participant's Account for four
Plan Years; provided, however, that if such Participant has re-deferred such
amounts in accordance with Section 5.4, the portion of his Benefit that he will
receive shall be equal to the balance in the Provident Stock Account that
contains a Deferred Amount that has been credited to the Participant's Account
for eight Plan Years.
(b) Separation From Employment. The Benefit of a Participant who separates
from employment with the Employer shall be equal to the total amount credited to
the Participant's Provident Stock Account. Notwithstanding the preceding
sentence, the Committee in its sole discretion may cause to be forfeited the
portion of a Participant's Provident Stock Account attributable to earnings on
Deferred Amounts if the Participant experiences a Termination for Cause.
(c) Hardship. A Participant who incurs a hardship as determined under
Article 9 shall be permitted to withdraw all or a portion of his Benefit,
payable in the form set forth in Section 5.3. A Participant's withdrawal of all
or a portion of his Benefit on account of hardship shall not affect the Deferred
Amount such Participant has elected to contribute to the Plan for the Plan Year
in which such withdrawal occurs.
5.3 Form of Benefit Payments. A Participant's Benefit in a Provident Stock
Account, other than in the event of separation from employment because of
Retirement, shall be paid in the form of Common Shares; provided however, that
any fractional Common Shares credited to a Participant's Provident Stock Account
that are payable as a Benefit shall be paid in cash.
5.4 Re-Deferral of Payable Amount. A Participant who has not separated from
employment and who would receive payment of a Benefit under this Article may
make a one-time election to re-defer all or any part of the amount payable as of
the end of the Plan Year for an additional four Plan Years by completing a form
provided by the Committee. The election to re-defer such amount shall not be
effective unless such election is made in
<PAGE>
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writing and provided to the Administrator no later than January 1 preceding
the December 31 as of which the amount becomes payable. Notwithstanding the
foregoing, for all Plan Years prior to 1997, such election must be provided to
the Administrator no later than May 31 preceding the December 31 as of which the
amount becomes payable. The election of a Participant to re-defer an amount
payable as of the end of a Plan Year shall be null and void if the Participant
separates from employment on or after the applicable January 1, or May 31 for
Plan Years prior to 1997.
5.5 Transfer to Self-Directed Account. A Participant who has not separated
from employment and who would receive payment of a Benefit under this Article
may elect to transfer all or any part of the Common Shares payable as of the end
of the Plan Year to the Self-Directed Account to be administered in accordance
with Article 6 and Article 7. The election shall not be effective unless it is
made in writing and provided to the Administrator before the January 1
immediately preceding the December 31 as of which the amount becomes payable.
Notwithstanding the foregoing, for all Plan Years prior to 1997, such election
must be provided to the Administrator no later than May 31 preceding the
December 31 as of which the amount becomes payable. The election of a
Participant under this Section shall be null and void if the Participant
separates from employment on or after the applicable January 1, or May 31 for
Plan Years prior to 1997. In the event a Participant separates from employment
because of Retirement, such Participant's Benefit in a Provident Stock Account
shall be transferred automatically to the Self-Directed Account and paid to the
Participant pursuant to Article 7.
ARTICLE 6
AMOUNT OF BENEFIT IN SELF-DIRECTED ACCOUNT
6.1 Benefit. The Benefit of a Participant electing to have Deferred Amounts
credited to a Self-Directed Account shall be the amounts allocated to such
Participant's Self- Directed Account pursuant to this Article 6. The payment of
the Benefit (or portion thereof) to a Participant shall be determined in
accordance with Section 7.1. The payment of the Benefit to the beneficiary of a
deceased Participant shall be determined in accordance with Article 8.
6.2 Self-Directed Account. A Self-Directed Account may be established for
each Participant. The Self-Directed Account will reflect the Deferred Amounts
allocated to the Account for every Plan Year, the Retirement Plan ESOP credit,
the Retirement Plan matching credit, and the investment results for the Account.
All amounts which are allocated to a Participant's Self-Directed Account shall
remain subject to the claims of Prov ident's general creditors. A Participant
shall not have any interest or right in or to such Self-Directed Account at any
time.
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6.3 Deferred Amounts. The Deferred Amount otherwise permitted under this
Article 6 shall be reduced by the amount of any Before-Tax Contributions made by
the Participant to the Retirement Plan. The Employer of the Participant shall be
considered to have transferred the Deferred Amount attributable to each pay
period in the form of cash before the last day of the month in which the
Compensation is payable to the Participant.
6.4 Retirement Plan ESOP Credit. The Employer shall also be considered as
having transferred to be credited to the Participant's Self-Directed Account, an
amount equal in value to the ESOP Contributions and forfeitures that would have
been allocated to the Participant under the terms of the Retirement Plan if such
Participant had not elected to have the Deferred Amount credited to this Plan
during the Plan Year. Such amount shall be treated as having been transferred
before the end of the month following the month in which such ESOP Contributions
and forfeitures are allocated under the Retirement Plan. This section shall
apply to all Deferred Amounts, including Deferred Amounts credited to a
Provident Stock Account.
6.5 Retirement Plan Matching Credit. The Employer shall also be considered
as having transferred to be credited to the Participant's Self-Directed Account,
an amount equal in value to 25% of the Participant's Matched Compensation
(hereinafter defined) reduced by any Matching Contributions allocated to the
Matching Contributions Account of the Participant under the terms of the
Retirement Plan for the Plan Year. Such amount shall be credited to the
Participant's Self-Directed Account before the end of the month following the
end of the Plan Year for which such Matching Contributions were allocated under
the Retirement Plan. For purposes of this Section, Matched Compensation means
the lesser of (1) the first 8% of the Participant's Compensation credited to a
Self-Directed Account for the Plan Year and (2) the limitation in effect for the
Plan Year under Section 402(g) of the Code. Such amount shall be treated as
transferred before the end of the month following the month in which the Matched
Compensation was payable to the Participant. This section shall only apply to
Deferred Amounts credited to a Self-Directed Account.
6.6 Investment of Self-Directed Account. Each Participant shall have the
right to direct the investments of the Self-Directed Account, the rate of return
of which shall serve as the basis for crediting earnings (or losses) hereunder,
subject to the reasonable approval of the Administrator. Each Participant shall
be permitted to make changes to prior investment choices at least monthly. The
Administrator shall determine the rate of return throughout each Plan Year for
the investments or investment funds so directed. For each Plan Year, the
Participant's Self-Directed Account shall be increased or decreased as if it had
earned the rate of return corresponding to the amount determined by the
Administrator as directed by the Participant for the investments or investment
funds. Such increase or decrease shall be based on the varying balances of the
Self-Directed Account throughout the Plan Year and shall be credited monthly
throughout the Plan Year.
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ARTICLE 7
PAYMENT OF BENEFIT IN SELF-DIRECTED ACCOUNT
7.1 Payment. The payment of a Participant's Benefit credited to a
Participant's Self-Directed Account shall be made no later than 60 days after
the end of the Plan Year in which the earliest of the following events occurs:
(a) the Participant separates from employment with the Employer for any
reason, or
(b) the Participant experiences a hardship, as determined under Article 9.
7.2 Amount of Payment.
(a) Separation From Employment. The Benefit of a Participant who separates
from employment with the Employer shall be equal to the total amount credited to
the Participant's Self-Directed Account.
(b) Hardship. A Participant who incurs a hardship as determined under
Article 9 shall be permitted to withdraw all or a portion of his Benefit,
payable in the form set forth in Section 7.3. A Participant's withdrawal of all
or a portion of his Benefit on account of hardship shall not affect the Deferred
Amount such Participant has elected to contribute to the Plan for the Plan Year
in which such withdrawal occurs.
7.3 Form of Benefit Payments. The Benefit in a Participant's Self-Directed
Account shall be paid in the form of cash in a single lump sum or, at the
election of the Participant, by distribution of the investment assets of the
type then serving as the basis for crediting earnings to such Account; provided
however, that if the separation from service is due to Retirement, a Participant
may elect to receive part or all of such payment in up to 10 annual
installments, in any combination of these forms, with the amount to be
distributed each year determined by dividing the unpaid Benefit by the number of
remaining installments. An election shall not be effective unless made in
writing and provided to the Administrator no later than January 1 preceding the
December 31 as of which the amount becomes payable. Notwithstanding the
foregoing, for all Plan Years prior to 1997, such election must be provided to
the Administrator no later than May 31 preceding the December 31 as of which the
amount becomes payable.
ARTICLE 8
DEATH OF PARTICIPANT
8.1 Commencement of Benefit Payments. If a Participant dies before
receiving the Benefit, then the Benefit otherwise payable with respect to the
Participant shall be paid
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to the Participant's beneficiary or beneficiaries within 60 days following
the date on which the Administrator is notified of the Participant's death. In
the alternative, a Participant may elect that the Benefit otherwise payable to
the Participant shall be paid to the Participant's beneficiary or beneficiaries
in up to 10 annual installments with the amount to be distributed each year
determined by dividing the unpaid Benefit by the number of remaining
installments. Any Benefit in the Participant's Provident Stock Accounts shall be
paid in the form of Common Shares and any Benefit in the Participant's
Self-Directed Account shall be paid in a single lump-sum cash payment, or at the
election of the beneficiary, by distribution of the investment assets of the
type then serving as the basis for crediting earnings to such Account.
8.2 Designation of Beneficiary. A Participant may, by written instrument
delivered to the Administrator during the Participant's lifetime, designate one
or more primary and contingent beneficiaries to receive the Benefit which may be
payable hereunder following the Participant's death, and may designate the
proportions in which such beneficiaries are to receive such payments. A
Participant may change such designations from time to time, and the last written
designation filed with the Administrator prior to the Participant's death shall
control. If a Participant fails to specifically designate a beneficiary, or if
no designated beneficiary survives the Participant, payment shall be made by the
Administrator in the following order of priority:
(a) to the Participant's surviving spouse, or if none,
(b) to the Participant's children, per stirpes, or if none,
(c) to the Participant's estate.
ARTICLE 9
HARDSHIP DISTRIBUTIONS
9.1 Distribution. Subject to the approval of the Administrator, a
Participant may withdraw all or a portion of his Benefit in the event of a
hardship. A request for a hardship distribution shall be made in the form of a
written application. A hardship distribution shall only be made in the event of
an unforeseeable emergency that would result in severe financial hardship to the
Participant if hardship distributions were not permitted. Withdrawals of amounts
because of an unforeseeable emergency shall only be permitted to the extent
reasonably needed to satisfy the emergency need.
9.2 Unforeseeable Emergency. For purposes of this Article, an unforeseeable
emergency is defined as severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident of the Participant or a
dependent of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforesee able circumstances
arising as a result of events beyond the control of the Participant. The
circumstances that will constitute an unforeseeable emergency will depend upon
the facts
<PAGE>
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of each case, but, in any case, payment may not be made to the extent that
such hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, (ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship, or (iii) by cessation of deferrals under the plan.
ARTICLE 10
ADMINISTRATION
10.1 General. The Administrator shall be the Compensation Committee of the
Board, or such other person or persons as designated by the Board. Except as
otherwise specifically provided in the Plan, the Administrator shall be
responsible for administration of the Plan. The Administrator shall be the
"named fiduciary" within the meaning of Section 402(c)(2) of ERISA.
10.2 Administrative Rules. The Administrator may adopt such rules of
procedure as it deems desirable for the conduct of its affairs, except to the
extent that such rules conflict with the provisions of the Plan.
10.3 Duties. The Administrator shall have the following rights, powers and
duties:
(a) The decision of the Administrator in matters within its jurisdiction
shall be final, binding and conclusive upon Provident and upon any other person
affected by such decision, subject to the claims procedure hereinafter set
forth.
(b) The Administrator shall have the duty and authority to interpret and
construe the provisions of the Plan, to determine eligibility for benefits, to
decide any question which may arise regarding the rights of employees,
Participants, and beneficiaries, and the amounts of their respective interests,
to adopt such rules and to exercise such powers as the Administrator may deem
necessary for the administration of the Plan, and to exercise any other rights,
powers or privileges granted to the Administrator by the terms of the Plan.
(c) The Administrator shall maintain full and complete records of its
decisions. Its records shall contain all relevant data pertaining to the
Participant and his rights and duties under the Plan. The Administrator shall
maintain the Account records of all Participants.
(d) The Administrator shall cause the principal provisions of the Plan to
be communicated to the Participants, and a copy of the Plan and other
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documents shall be available at the principal office of Provident for
inspection by the Participants at reasonable times determined by the
Administrator.
(e) The Administrator shall periodically report to the Board with respect
to the status of the Plan.
10.4 Fees. No fee or compensation shall be paid to any person for services
as the Administrator.
ARTICLE 11
CLAIMS PROCEDURE
11.1 General. A Participant or beneficiary ("claimant") who believes that
his Benefit has not been paid in full shall file such objection on the form
prescribed for such purpose with the Administrator.
11.2 Denials. The Administrator shall review such filing and provide a
notice of the decision regarding such filing to the claimant within a reasonable
period of time after receipt of the notice by the Administrator.
11.3 Notice. Any claimant whose objection to a payment of his Benefit is
denied shall be furnished written notice setting forth:
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent provision of the Plan upon which
the denial is based;
(c) a description of any additional material or information necessary for
the claimant to perfect the objection; and
(d) an explanation of the claim review procedure under the Plan.
11.4 Appeals Procedure. In order that a claimant may appeal a denial of his
objection to the amount of his Benefit, the claimant or the claimant's duly
authorized representative may:
(a) request a review by written application to the Administrator, or its
designate, no later than 60 days after receipt by the claimant of written
notification of denial of his objection;
(b) review pertinent documents; and
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(c) submit issues and comments in writing.
11.5 Review. A decision on review of a denied objection shall be made not
later than 60 days after receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered within a reasonable period of time, but not later
than 120 days after receipt of a request for review. The decision on review
shall be in writing and shall include the specific reason(s) for the decision
and the specific reference(s) to the pertinent provisions of the Plan on which
the decision is based.
ARTICLE 12
CHANGE IN CONTROL PROVISIONS
12.1 Change in Control.
(a) Impact of Event. In the event of a "Change in Control" as defined in
Subsection (b), (i) the contribution of Deferred Amounts to the Plan shall
terminate as of the effective date of the Change in Control; (ii) a
Participant's Provident Stock Accounts shall be transferred automatically to a
Self-Directed Account as of the effective date of the Change in Control; (iii)
the Self- Directed Account shall be paid within 60 days of the effective date of
the Change in Control; (iv) earnings shall be credited to a Participant's
Provident Stock Accounts pursuant to Article 4, in the Plan Year in which the
Change in Control occurs for the period the Plan is in existence during such
Plan Year prior to the effective date of the Change in Control; and (v) the
Trustee shall be responsible for determining the identity of any person entitled
to receive benefits under the Plan and the amount of such benefits and for
completing the payment of benefits to any person entitled to receive benefits
under the Plan based on the records of the Trustee prior to the Change in
Control. Notwithstanding the foregoing and anything else to the contrary herein,
a Participant may elect to receive part or all of any payment of the
Participant's Self-Directed Account payable upon the occurrence of a Change in
Control, in up to 10 annual installments, with the amount to be distributed each
year determined by dividing the unpaid Benefit by the number of remaining
installments. An election shall not be effective unless made in writing and
provided to the Administrator no later than six months preceding the effective
date of the Change in Control.
(b) Definition of "Change in Control". For purposes of Subsection (a), a
"Change in Control" means the occurrence of any of the following:
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.(i) When any "person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
Provident or a Subsidiary, any Employer's em ployee benefit plan (including any
trustee of such plan acting as trustee) or Carl H. Lindner (or any member of his
family), becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly of securities of Provident representing
50% or more of the combined voting power of Provident's then outstanding
securities;
(ii) Any transaction or event relating to any Employer required to be
described pursuant to the requirements of Item 6(e) of Schedule 14A of the
Securities and Exchange Commission under the Exchange Act (as in effect on the
effective date of this Plan), whether or not the Employer is then subject to
such reporting requirement;
(iii) When, during any period of two consecutive years during the existence
of the Plan, the individuals who, at the beginning of such period, constitute
the Board, cease for any reason other than death to constitute at least a
two-thirds majority thereof; provided, however, that a director who was not a
director at the beginning of such period shall be deemed to have satisfied the
two-year require ment if such director was elected by, or on the recommendation
of, at least two-thirds of the directors who were directors at the beginning of
such period (either actually or by prior operation of this Subsection (b)(iii)).
(iv) The occurrence of a transaction requiring shareholder approval for the
acquisition of Provident by an entity other than an Employer through purchase of
assets, by merger, or otherwise; or
.(v) Any transaction or event that results in a change of control of the
Employer or a Subsidiary within the meaning of 12 U.S.C. Section 1817, Change in
Bank Control Act, or 12 C.F.R. Section 225.41(b) of the Rules and Regulations of
the Federal Reserve Board promulgated thereunder, as in effect on the effective
date of this Plan.
12.2 Contributions Upon a Change in Control. Upon a Change in Control, the
Employer shall, as soon as possible, but in no event longer than 30 days
following the Change in Control, as defined herein, make an irrevocable
contribution to the Trust described in Article 14 in an amount that is
sufficient to pay each Participant or beneficiary
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the benefits to which Participants or their beneficiaries would be entitled
pursuant to the terms of the Plan as of the date on which the Change in Control
occurred.
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.1 Amendment and Termination. Provident reserves the right to amend or
terminate the Plan in any manner that it deems advisable, by a resolution of the
Board. Notwithstanding the preceding, no amendment or termination of the Plan
(i) shall reduce or adversely affect the Benefit of any Participant or
beneficiary hereunder entitled to receive a Benefit under the Plan, (ii) shall
reduce or adversely affect the right of any other Participant to receive upon
his termination of employment (other than on account of Termination for Cause)
from an Employer the Benefit he would have received if such termination had
occurred immediately prior to any such amendment or termination of the Plan,
(iii) shall modify the provisions of Articles 12 or 14 after a Change in Control
has occurred, except as necessary to comply with any federal or state law, or
(iv) shall modify the provisions of Section 14.3.
13.2 No Assignment. The Participant shall not have the power to pledge,
transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in
advance any interest in amounts payable hereunder or any of the payments
provided for herein, nor shall any interest in amounts payable hereunder or in
any payments be subject to seizure for payments of any debts, judgments, alimony
or separate maintenance, or be reached or transferred by operation of law in the
event of bankruptcy, insolvency or otherwise.
13.3 Successors and Assigns. The provisions of the Plan are binding upon
and inure to the benefit of any Employer, its successors and assigns, and the
Participant, his beneficiaries, heirs, legal representatives and assigns.
13.4 Governing Law. The Plan shall be subject to and construed in
accordance with the laws of the State of Ohio to the extent not preempted by the
provisions of ERISA.
13.5 No Guarantee of Employment. Nothing contained in the Plan shall be
construed as a contract of employment or deemed to give any Participant the
right to be retained in the employ of any Employer or any equity or other
interest in the assets, business or affairs of an Employer. No Participant
hereunder shall have a security interest in assets of any Employer used to make
contributions or pay benefits.
13.6 Severability. If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Plan, but the Plan shall be construed and enforced
as if such illegal or invalid provision had never been included herein.
<PAGE>
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13.7 Notification of Addresses. Each Participant and each beneficiary shall
file with the Administrator, from time to time, in writing, the post office
address of the Participant, the post office address of each beneficiary, and
each change of post office address. Any communication, statement or notice
addressed to the last post office address filed with the Administrator (or if no
such address was filed with the Administrator, then to the last post office
address of the Participant or beneficiary as shown on Employer's records) shall
be binding on the Participant and each beneficiary for all purposes of the Plan
and neither the Administrator nor the Employer shall be obliged to search for or
ascertain the whereabouts of any Participant or beneficiary.
13.8 Income Tax Payment. No later than the date as of which an amount
received pursuant to this Plan first becomes includable in the gross income of
an individual for Federal income tax purposes, the individual shall pay to
Provident, or make arrangements satisfactory to the Committee regarding the
payment of, any Federal, state, or local taxes of any kind required by law to be
withheld with respect to such amount. The obligations of Provident under the
Plan shall be conditional on such payment or arrangements and Provident shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the individual.
13.9 Bonding. The Administrator and all agents and advisors employed by it
shall not be required to be bonded, except as otherwise required by ERISA.
ARTICLE 14
TRUST PROVISION
14.1 Trust. The Employer shall establish a trust to be known as the
Provident Bancorp, Inc. Deferred Compensation Trust. The Trust shall be
established by the execution of a Trust Agreement with one or more Trustees and
is intended to be maintained as a "grantor trust" under Section 677 of the Code.
The assets of the Trust will be held, invested and disposed of by the Trustee,
in accordance with the terms of the Trust, for the purpose of providing Benefits
for the Participants. Notwithstanding any provision of the Plan or the Trust to
the contrary, the assets of the Trust shall at all times be subject to the
claims of Provident's general creditors in the event of insolvency or
bankruptcy.
14.2 Payment of Benefits. All Benefits under the Plan and expenses
chargeable tot he Plan, to the extent not paid directly by Provident, shall be
paid from the Trust. Notwithstanding the foregoing, Provident shall pay any fees
charged by the Trustee to act as a fiduciary of the Trust.
14.3 Independent Trustee. The Trustee shall always be a bank that is
unrelated to any Employer with not less than $250 million unimpaired capital and
surplus.
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14.4 Trustee Duties. The powers, duties and responsibilities of the Trustee
shall be as set forth in the Trust agreement and nothing contained in the Plan,
either expressly or by implication, shall impose any additional powers, duties
or responsibilities upon the Trustee.
14.5 Reversion to the Employer. Provident shall have no beneficial interest
in the Trust and no part of the Trust shall ever revert or be repaid to
Provident, directly or indirectly, except as otherwise provided in Section 14.1
above or the Trust Agreement.
ARTICLE 15
INDEMNIFICATION
Provident shall indemnify and hold harmless the members of the Board and
the members of the Committee from and against any and all liabilities, costs,
and expenses incurred by such persons as a result of any act, or omission to
act, in connection with the performance of such persons' duties,
responsibilities and obligations under this Plan, other than such liabilities,
costs and expenses as may result from the negligence, gross negligence, bad
faith, willful conduct or criminal acts of such persons.
ARTICLE 16
ARBITRATION
Any action, dispute, claim or controversy of any kind arising out of,
pertaining to or in connection with this Plan, including, without limitation,
any decision on review of a denied objection pursuant to Section 11.5 above,
shall be resolved by binding arbitration according to the Commercial Arbitration
Rules of the American Arbitration Association. If a Participant is successful in
any such matter resolved by binding arbitration, the Employer shall indemnify
such Participant for all legal fees and arbitration costs related to the matter.
The undersigned, pursuant to the approval of the Board on _______________,
1996, does herewith execute this Provident Bancorp, Inc. Deferred Compensation
Plan.
PROVIDENT BANCORP, INC.
BY:_________________________
ITS:________________________
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 18, 1996
included in Provident Bancorp, Inc.'s Form 10-K for the year ended December 31,
1995, and to all references to our Firm included in this Registration Statement.
Ernst & Young, LLP
Cincinnati, Ohio
December 2, 1996
EXHIBIT 5
OPINION OF KEATING, MUETHING & KLEKAMP
FACSIMILE (513) 579-6956
December 2, 1996
Direct Di(513) 579-6410
E-Mail: gkreideKMKlaw.com
Ladies and Gentlemen:
This firm is general counsel to Provident Bancorp (the "Company") and as
such, are familiar with the Company's Articles of Incorporation, Code of
Regulations and corporate proceedings generally. We have reviewed the corporate
records as to the registration of up to 300,000 additional shares of Company
Common Stock and up to $16,908,750 in Deferred Compensation Obligations pursuant
to the Company's Deferred Compensation Plan. Based solely upon such examination,
we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Ohio; and
2. The Company has taken all necessary and required corporate actions in
connection with the proposed deferred compensation plan.
We hereby consent to be named in the Registration Statement and the
Prospectus part thereof as the attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
By: _______________________________
Gary P. Kreider
