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                     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