<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                               FORM 10-K

          Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

For the Fiscal Year Ended                               Commission File
December 31, 1999                                       No. 1-8019

                    PROVIDENT FINANCIAL GROUP, INC.

Incorporated Under                                    IRS Employer I.D.
the Laws of Ohio                                      No. 31-0982792


             One East Fourth Street, Cincinnati, Ohio 45202
                 Phone: 1-800-851-9521 or 513-345-7102

Securities Registered Pursuant to Section 12(b) of the Act:
                                 None

Securities Registered Pursuant to Section 12(g) of the Act:
                       Common Stock, Without Par

   Indicate  by check mark  whether  the  Registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the  Securities
Exchange Act of 1934 during the  preceding 12 months,  and (2) has been
subject to such filing  requirements  for the past 90 days. Yes x No __

   Indicate by check mark if disclosure of delinquent  filers  pursuant
to Item 405 of Regulation S-K is not contained herein,  and need not be
contained,  to the best of registrant's  knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any  amendment  to this Form 10-K.  [x]

   As of  February  29,  2000,  there  were  48,702,871  shares  of the
Registrant's  Common Stock  outstanding.  The aggregate market value of
the Common  Stock held by  non-affiliates  at February  29,  2000,  was
approximately  $736,000,000  (based  upon  non-affiliated  holdings  of
26,178,235 shares and a market price of $28.125 per share).

                  Documents Incorporated by Reference:

   Proxy   Statement  for  the  2000  Annual  Meeting  of  Shareholders
(portions which are incorporated by reference into Part III hereof).

                 Please address all correspondence to:

                          Christopher J. Carey
          Executive Vice President and Chief Financial Officer
                    Provident Financial Group, Inc.
                         One East Fourth Street
                         Cincinnati, Ohio 45202
<PAGE>

                PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                         INDEX TO ANNUAL REPORT
                              ON FORM 10-K

PART I
   ITEM  1.  BUSINESS ..............................................  1
   ITEM  2.  PROPERTIES ............................................  3
   ITEM  3.  LEGAL PROCEEDINGS .....................................  3
   ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...  3
PART II
   ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
             RELATED STOCKHOLDER MATTERS ...........................  4
   ITEM  6.  SELECTED FINANCIAL DATA ...............................  5
   ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS ...................  6
   ITEM  7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
             MARKET RISK ........................................... 44
   ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ........... 44
   ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE ................... 77
PART III
   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT .... 77
   ITEM 11.  EXECUTIVE COMPENSATION ................................ 77
   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT ........................................ 77
   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ........ 77
PART IV
   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
             ON FORM 8-K ........................................... 77
SIGNATURES ......................................................... 80

                       FORWARD LOOKING STATEMENTS

Provident  Financial Group, Inc.  publishes forward looking  statements
relating to such matters as anticipated financial performance, business
prospects,  new  banking and  financial  service  products  and similar
matters. In particular,  statements made within "Performance  Summary",
"Business   Initiatives",   "Credit   Risk   Management"   and   "Asset
Securitization   Activity"  discussions  included  within  Management's
Discussion   and  Analysis  of  Financial   Condition  and  Results  of
Operations  have forward  looking  statements.  The Private  Securities
Litigation  Reform  Act of 1995  provides  a safe  harbor  for  forward
looking  statements.  Provident  notes that a variety of factors  could
cause its actual results and experiences to differ  materially from the
anticipated  results or other  expectations  expressed  in its  forward
looking  statements.  These risks and  uncertainties  include,  without
limitation, rapid changes in interest rates; significant changes in the
anticipated economic scenario which could materially change anticipated
credit quality  trends,  the ability to generate loans and leases,  the
ability  to  securitize  loans and leases  and the  spreads  realize on
securitizations;  significant  cost,  delay in, or inability to execute
strategic  initiatives  design to grow revenues and/or manage expenses;
the  ability  to  achieve  the  cost  reductions  anticipated  from the
Performance Optimization Project;  consummation of significant business
combinations or  divestitures;  and significant  changes in accounting,
tax or regulatory  practices or requirements and other factors noted in
connection with forward looking statements.  Forward looking statements
speak only as of the date made.  Provident undertakes no obligations to
update  any   forward   looking   statements   to  reflect   events  or
circumstances arising after the date on which they are made.
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                                 PART I

ITEM 1.  BUSINESS
-----------------

Provident Financial Group, Inc.

Provident  is  a  Cincinnati-based  commercial  banking  and  financial
services company with full service banking operations in Ohio, northern
Kentucky and southwestern  Florida.  Provident also provides commercial
financing,  equipment leasing and mortgage lending at a national level.
At December 31, 1999, Provident had total assets of $9.7 billion, loans
and leases of $6.3 billion,  deposits of $6.6 billion and shareholders'
equity of $826 million. Provident manages an additional $5.9 billion of
loans and leases which have been sold with servicing retained.

Provident's  executive  offices are located at One East Fourth  Street,
Cincinnati,  Ohio 45202 and its Investors Relations telephone number is
(513) 345-7102 or (800) 851-9521.

Provident has expanded its  franchise in recent years through  internal
growth and  acquisitions.  Recent  examples  of  Provident's  expansion
include the  acquisitions of OHSL Financial Corp. in December 1999, and
Fidelity   Financial  of  Ohio,  Inc.  in  February  2000,   (financial
institutions  located in Cincinnati,  Ohio); the formation of Provident
Capital Funding  headquartered  in Atlanta and the purchase of Capstone
Realty Advisors, LLC based in Cleveland (businesses specializing in the
origination and servicing of commercial real estate loans); the opening
of corporate  lending offices in  Indianapolis,  Chicago and Baltimore;
and the planned expansion of five financial centers in Florida.

Provident  conducts its banking  operations  through The Provident Bank
and Provident Bank of Florida.  Major business lines include Commercial
Banking,  Retail Banking and Mortgage Banking. See ITEM 7 "Management's
Discussion   and  Analysis  of  Financial   Condition  and  Results  of
Operations  -  Business  Lines"  and  Note 15  included  in  "Notes  to
Consolidated  Financial  Statements"  for  details  as to the  types of
financial products and services offered by these business lines.

At December 31, 1999,  Provident and its  subsidiaries  employed  2,692
full-time-equivalent employees.

Competition

The  financial  services  business  is  highly  competitive.  Provident
competes actively with both national and state chartered banks, savings
and loan associations,  securities dealers,  mortgage bankers,  finance
companies and other financial service entities.

                                   1
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

Supervision and Regulation

Provident is  registered as a bank holding  company,  and is subject to
the  regulations of the Board of Governors of the Federal Reserve under
the Bank Holding Company Act of 1956, as amended ("BHCA"). Bank holding
companies are required to file periodic reports with and are subject to
examination by the Federal  Reserve.  The BHCA requires Federal Reserve
approval on acquisitions of control of more than 5% of the voting stock
or substantially all of the assets of any bank or bank holding company.
The  BHCA  authorizes  interstate  bank  acquisitions  anywhere  in the
country   and  allows   interstate   branching   by   acquisition   and
consolidation  in those states that have not opted out. Ohio,  Kentucky
and Florida did not opt out of interstate branching.

Provident  is  prohibited  by the  BHCA  from  engaging  in  nonbanking
activities,  unless  such  activities  are  determined  by the  Federal
Reserve to be  financial in nature or closely  related to banking.  The
BHCA does not place territorial  restrictions on the activities of such
nonbanking-related activities.

There are various  legal and  regulatory  limits on the extent to which
Provident's  subsidiary  banks may pay  dividends or  otherwise  supply
funds to Provident. In addition,  federal and state regulatory agencies
also have the authority to prevent a bank or bank holding  company from
paying a  dividend  or  engaging  in any other  activity  that,  in the
opinion of the agency,  would constitute an unsafe or unsound practice.
See ITEM 7 "Management's Discussion and Analysis of Financial Condition
and Results of  Operations - Liquidity"  and Note 19 included in "Notes
to Consolidated Financial Statements".

Federal and state laws regulate the operations of  Provident's  banking
affiliates,  requiring the  maintenance of reserves  against  deposits,
limiting the nature of loans and interest that may be charged  thereon,
restricting  investments  and  other  activities,  and  subjecting  the
banking  affiliates  to  regulation  and  examination  by  the  Federal
Reserve, state banking authorities and the FDIC.

Legislation   to   overturn   Depression-era   restrictions   on   bank
affiliations,  the  Gramm-Leach-Bliley  Act  ("GLBA"),  became  law  on
November 12, 1999. GLBA eliminates certain barriers to and restrictions
on affiliations between banks and securities firms, insurance companies
and other financial services organizations.  It provides for a new type
"Financial  Holding  Company"  under  which  affiliations  among  these
entities may occur,  subject to the umbrella regulation of the Board of
Governors of the Federal Reserve System and affiliate regulation by the
functional  financial  regulators.  GLBA  permits  certain  non-banking
financial  activities  to be conducted in an operating  subsidiary of a
bank. In addition,  GLBA imposes new privacy  disclosure  and "opt out"
requirements   on   virtually   all   regulated    financial   services
organizations.

The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA")  provides  that  a  holding  company's   controlled  insured
depository institutions can be held liable for any loss incurred by, or
reasonably  expected to be incurred by, the FDIC in connection with the
default of an affiliated insured bank or savings association.

                                   2
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

The monetary policies of regulatory authorities,  including the Federal
Reserve Board,  have a significant  effect on the operating  results of
banks  and bank  holding  companies.  The  nature  of  future  monetary
policies  and the effect of such  policies on the future  business  and
income of Provident and its subsidiaries cannot be predicted.

Provident   Securities  and  Investment   Company,   a  Provident  Bank
subsidiary, is licensed as a retail securities broker and is subject to
regulation by the Securities  and Exchange  Commission  ("SEC"),  state
securities  authorities  and the  National  Association  of  Securities
Dealers,  Inc.  ("NASD").  Provident  Insurance Agency, a subsidiary of
Provident Securities and Investment,  is subject to regulation by state
insurance authorities. Provident Investment Advisors, Inc., a Provident
subsidiary,  is a registered investment advisor,  subject to regulation
by the SEC and state securities authorities.

ITEM 2.  PROPERTIES
-------------------

Provident and its subsidiaries occupy their headquarters located at One
East Fourth Street,  Cincinnati,  Ohio and  additional  office space in
downtown  Cincinnati under long-term  leases.  Provident Bank owns five
buildings  in  the   Queensgate   area  of   Cincinnati   that  contain
approximately  200,000  square  feet which are used for  offices,  data
processing and warehouse facilities.  Provident Bank owns thirty-one of
its branch locations and leases  thirty-six.  Provident Bank of Florida
owns three of its branch  locations  and leases five.  For  information
concerning  rental  obligations,  see  Note 6  included  in  "Notes  to
Consolidated Financial Statements".

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

Provident  and its  subsidiaries  are not parties to any pending  legal
proceedings other than routine litigation incidental to their business,
the results of which will not be material to Provident or its financial
condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

None in the fourth quarter.

                                   3
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                                PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED  STOCKHOLDER
-----------------------------------------------------------------------
MATTERS
-------

The Common  Stock is traded on the NASDAQ Stock Market under the symbol
"PFGI". The following table sets forth, for the periods indicated,  the
high, low and period end closing sales prices as reported on NASDAQ and
the quarterly dividends paid by Provident.

<TABLE>
<CAPTION>
                                    1999                                1998
                     ----------------------------------------------------------------------
                      Fourth   Third   Second    First    Fourth   Third    Second   First
                     Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter  Quarter
-------------------------------------------------------------------------------------------
<S>                   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
High Close            $43.31   $45.88   $44.38   $41.94   $44.00   $50.50   $56.00   $53.00
Low Close              33.63    36.13    35.56    35.31    27.06    38.25    45.63    45.00
Period End Close       35.88    36.56    43.75    38.38    37.75    40.00    45.63    52.75
Cash Dividends           .22      .22      .22      .22      .20      .20      .20      .20
</TABLE>

At February 29, 2000, there were 5,921 holders of record of Provident's
Common Stock.

In 1999 and 1998  Provident paid dividends on its Common Stock of $37.4
million and $34.5 million and on its Preferred Stock of $.9 million and
$.8 million,  respectively.  Provident increased its quarterly dividend
rate per share  from $.22 to $.24  beginning  in the first  quarter  of
2000.  It is  expected  that in the  next  several  years,  Provident's
revenues  will  consist  principally  of  dividends  paid  to it by its
subsidiaries   and  interest   generated  from  lending  and  investing
activities. A discussion of limitations and restrictions on the payment
of dividends  by  subsidiaries  to Provident is contained  under ITEM 7
"Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of  Operations -  Liquidity"  and Note 19 included in "Notes to
Consolidated Financial Statements".

                                   4
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

<TABLE>
<CAPTION>
                                       Five Year                For Year Ended December 31,
(Dollars In Millions                   Compound    ---------------------------------------------------
 Except Per Share Amounts)            Growth Rate     1999       1998       1997       1996       1995
------------------------------------------------------------------------------------------------------
<S>                                           <C>  <C>        <C>        <C>        <C>        <C>
Earnings:
 Total Interest Income                        14%  $   674    $   634    $   572    $   520    $   462
 Total Interest Expense                       17      (362)      (347)      (309)      (280)      (260)
                                                   -------    -------    -------    -------    -------
  Net Interest Income                         11       312        287        263        240        202
 Provision for Loan and Lease Losses          32       (48)       (31)       (45)       (47)       (14)
 Noninterest Income                           48       270        223        173        101         62
 Noninterest Expense                          21      (308)      (302)      (226)      (175)      (143)
                                                   -------    -------    -------    -------    -------
  Income Before Income Taxes                  21       226        177        165        119        107
 Applicable Income Taxes                      22       (80)       (62)       (58)       (41)       (35)
                                                   -------    -------    -------    -------    -------
  Net Income (1)                              21   $   146    $   115    $   107    $    78    $    72
                                                   =======    =======    =======    =======    =======

Per Common Share Data:
 Basic Earnings (1)                           17%  $  3.40    $  2.66    $  2.59    $  1.96    $  1.98
 Diluted Earnings (1)                         19      3.29       2.56       2.45       1.87       1.75
 Dividends Paid                               16       .88        .80        .72        .54        .47
 Book Value                                   15     18.57      16.29      14.69      12.54      10.78

Balances at December 31:
 Total Investment Securities                  24%  $ 2,019    $ 1,514    $ 1,382    $ 1,028    $   960
 Total Loans and Leases                        9     6,324      5,624      5,052      5,311      4,896
 Reserve for Loan and Lease Losses            12        91         76         72         67         60
 Total Assets                                 12     9,723      8,135      7,107      6,824      6,205
 Noninterest Bearing Deposits                 21     1,175        670        605        554        524
 Interest Bearing Deposits                     9     5,464      4,657      4,091      4,042      3,655
 Long-Term Debt and Junior
   Subordinated Debentures                    22     1,056      1,033        787        950        820
 Total Shareholders' Equity                   18       826        704        626        514        433
 Off Balance Sheet Managed Assets              -     5,938      3,220      1,533        257          -

Other Statistical Information:
 Return on Average Assets (1)                         1.62%      1.45%      1.56%      1.23%      1.29%
 Return on Average Equity (1)                        20.19      16.61      19.13      17.03      18.37
 Dividend Payout Ratio                               26.13      30.72      28.15      28.12      26.17

Capital Ratios at December 31:
 Total Equity to Total Assets                         8.49%      8.65%      8.81%      7.53%      6.97%
 Tier 1 Leverage Ratio                               10.84       9.00       9.94       8.97       7.13
 Tier 1 Capital to Risk-Weighted Assets               9.58       8.55       9.67       9.19       7.52
 Total Risk-Based Capital to
   Risk-Weighted Assets                              11.60      11.15      13.11      13.00      11.77

Loan Quality Ratios at December 31:
 Reserve for Loan and Lease Losses to
   Total Loans and Leases                             1.44%      1.35%      1.42%      1.26%      1.23%
 Reserve for Loan and Lease Losses to
   Nonperforming Loans                              164.84     178.30     153.82     304.51     142.57
 Nonperforming Loans to Total Loans
   and Leases                                         0.87       0.76       0.93       0.41       0.86
 Net Charge-Offs to Average Total
   Loans and Leases                                   0.54       0.48       0.77       0.84       0.13

(1)  Selected Financial Data on Operating Income follows (excludes Special Charges and
     Exit Costs (1998) and One-Time Deposit Insurance Charges (1996):

       Net Income                             21%  $   146    $   129    $   107    $    83    $    72
       Basic Earnings                         17      3.40       2.99       2.59       2.09       1.98
       Diluted Earnings                       19      3.29       2.88       2.45       1.99       1.75
       Return on Average Assets                       1.62%      1.63%      1.56%      1.31%      1.29%
       Return on Average Equity                      20.19      18.67      19.13      18.18      18.37
</TABLE>

                                   5
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------

This  discussion  should  be  read  in  conjunction  with  the  audited
consolidated financial statements.  Average balances reported are based
on daily calculations.

INTRODUCTION

Provident  Financial Group,  Inc. (Parent) is a holding company for two
FDIC member banks,  The Provident  Bank and Provident  Bank of Florida.
Major  business  lines are:  Commercial  Banking,  a provider of credit
products and cash management services to commercial  customers;  Retail
Banking,  a provider  of consumer  lending,  deposit  accounts,  trust,
brokerage and investment  products and services;  and Mortgage Banking,
an originator and servicer of conforming and nonconforming  residential
loans to consumers and short-term financing to mortgage originators and
brokers.

PERFORMANCE SUMMARY

The following table summarizes three-year financial data for Provident,
along with calculated variances from the prior year:

<TABLE>
<CAPTION>
                                      Year Ending 1999              Year Ending 1998              Year Ending 1997
(Dollars in Millions             ---------------------------------------------------------------------------------------
 Except Per Share Data)          Amount     $ Chg     % Chg    Amount    $ Chg     % Chg     Amount    $ Chg       % Chg
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>       <C>           <C>    <C>      <C>          <C>    <C>      <C>           <C>
Net Interest Income             $   312   $    25         9%  $   287  $    24         9%   $   263  $    23        10%
Noninterest Income                  270        47        21       223       50        29        173       72        71
Total Revenue                       582        72        14       510       74        17        436       95        28
Provision for Loan
 and Lease Losses                    48        17        55        31      (14)      (31)        45       (2)       (4)
Noninterest Expense (1)             308         6         2       302       76        34        226       51        29
Net Income (1)                      146        31        27       115        8         7        107       29        37
Total Loans and Leases            6,324       700        12     5,624      572        11      5,052     (259)       (5)
Total Assets                      9,723     1,588        20     8,135    1,028        14      7,107      283         4
Total Off Balance Sheet
  Managed Assets                  5,938     2,718        84     3,220    1,687       110      1,533    1,276       496
Total Deposits                    6,639     1,312        25     5,327      631        13      4,696      100         2
Long-Term Debt and Junior
 Subordinated Debentures          1,056        23         2     1,033      246        31        787     (163)      (17)
Stockholders' Equity                826       122        17       704       78        12        626      112        22
Per Common Share:
  Book Value                      18.57      2.28        14     16.29     1.60        11      14.69     2.15        17
  Diluted Earnings (1)             3.29      0.73        29      2.56     0.11         4       2.45     0.58        31
Ratio Analysis:
  Net Interest Margin              3.86%                         3.93%                         4.03%
  Return on Average Equity (1)    20.19%                        16.61%                        19.13%
  Return on Average Assets (1)     1.62%                         1.45%                         1.56%
  Average Equity to
   Average Assets                  8.00%                         8.73%                         8.14%
  Dividend Payout to
   Net Earnings                   26.13%                        30.72%                        28.15%

(1) Financial Data based on Operating Income follows (excludes Special Charges and Exit Costs in 1998):

    Noninterest Expense         $   308   $    28        10   $   280  $    54        24    $   226  $    59        35
    Net Income                      146        17        13       129       22        21        107       24        29
    Diluted Earnings               3.29      0.41        14      2.88     0.43        18       2.45     0.46        23
    Return on Average Equity      20.19%                        18.67%                        19.13%
    Return on Average Assets       1.62%                         1.63%                         1.56%
    Efficiency Ratio              52.90%                        56.42%                        53.06%
</TABLE>

                                   6
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Provident  reported net income of $146.4  million,  $115.0  million and
$107.4 million for 1999, 1998 and 1997,  respectively.  On an operating
income basis  (excludes  unusual and significant  after-tax  charges of
$14.3  million),  net  income for 1998 was  $129.3  million.  Operating
earnings per diluted share increased 14% during 1999 to $3.29, compared
to $2.88 for 1998 and $2.45 for 1997.  On an  operating  income  basis,
return on average  equity was  20.19%,  18.67% and 19.13% and return on
average  assets was 1.62%,  1.63% and 1.56% for the three  years  ended
1999, 1998 and 1997, respectively.

Strong revenue growth  contributed to the higher net income in 1999 and
1998.  Revenue (net interest income plus noninterest  income) increased
14% during  1999 over 1998 and 17% during  1998 over 1997.  Noninterest
income  outpaced net interest  income in its rate of growth during this
three-year  time  period as a result  of  Provident's  emphasis  on fee
revenue.  Fee revenue grew primarily from increased  service charges on
deposit  accounts and in other service  charges and fees that consisted
primarily of loan servicing fees. Additionally, gains recognized on the
securitization  and sale of loans  and  leases  and  rental  income  on
operating leases contributed to the growth in noninterest revenues. The
growth in net  interest  income  was a result of the growth in the loan
and lease portfolio which was funded primarily by deposit growth.

Provident's efficiency ratio, on an operating basis, improved to 52.90%
for 1999 compared to 56.42% and 53.06% in 1998 and 1997,  respectively.
During 1998,  management  took  specific  steps to slow the increase of
expenses.  First,  those  business  units where the prospect for future
revenue  growth  did  not  justify   current   operating   losses  were
terminated.  Second,  a  reengineering  project,  referred  to  as  the
Performance  Optimization  Project,  was  initiated  with  areas  being
identified for potential productivity  improvement.  The termination of
the business units and the  reengineering  project  resulted in a $22.0
million  charge during 1998  covering  employee  termination  benefits,
business line exit costs, equipment disposition and professional fees.

Total  assets at December 31,  1999,  1998 and 1997 were $9.7  billion,
$8.1  billion and $7.1  billion,  respectively.  Asset  quality  ratios
remained   consistent   with  those  of  prior  years.   The  ratio  of
nonperforming  assets to total  assets  was  .61%,  .56% and .83% as of
December 31, 1999, 1998 and 1997, respectively. Provident increased the
ratio of reserve for loan and lease losses to total loans and leases to
1.44% as of December 31, 1999,  compared to 1.35% and 1.42% at December
31, 1998 and 1997, respectively.

Provident  sells a  significant  portion  of the  loans  and  leases it
originates while retaining the servicing rights.  As a result,  managed
assets, which represent total assets plus loans and leases serviced for
others,  totaled  $15.7  billion,  $11.4 billion and $8.6 billion as of
December 31, 1999, 1998 and 1997, respectively.

Total deposits for 1999, 1998 and 1997 were $6.6 billion,  $5.3 billion
and $4.7 billion. Average core deposits grew 12% from 1998 to 1999 with
significant  contribution  coming from the Florida franchise.  Non-core
deposits grew as a result of higher  brokered  certificates  of deposit
and noninterest bearing deposits of securitization trusts.

                                   7
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Shareholders'  equity has increased $122 million and $78 million during
1999 and 1998,  respectively.  The growth in equity has been the result
of income  exceeding  dividends paid, the exercise of stock options and
shares of stock issued in connection with acquisitions.

BUSINESS INITIATIVES

The  financial  services  industry  is highly  competitive.  To compete
effectively,  management  is  focusing  on its  core  strategy  and the
application of steady and basic business processes. Provident's plan is
to increase  revenue by increasing  sales of its existing  products and
services in its current markets,  introducing its products and services
in new markets,  and adding new products and services.  Examples of how
this strategy is being applied include:

o  Acquisition of Financial  Institutions:  To increase market share in
   the greater Cincinnati  metropolitan  area,  Provident acquired OHSL
   Financial  Corp. and Fidelity  Financial of Ohio. The acquisition of
   OHSL, which was consummated during the fourth quarter of 1999, added
   $191 million in deposits while the  acquisition  of Fidelity,  which
   was completed during the first quarter of 2000,  increased  deposits
   by $556 million.

o  Expansion  of  Commercial  Real Estate  Lending:  Provident  Capital
   Funding,  with headquarters in Atlanta,  was established  during the
   first  quarter  of 1999  as a  national  originator  and  seller  of
   commercial  real  estate  loans to loan  syndicators.  The assets of
   Capstone Realty Advisors, LLC were purchased in the third quarter of
   1999.  Capstone  Realty  Advisors  is a  Cleveland-based  commercial
   mortgage loan originator ($400 million  annually) and servicer ($1.3
   billion).  As the loans originated by Provident  Capital Funding and
   Capstone are sold to third parties with  servicing  retained,  these
   business units will provide  additional  loan  servicing  revenue to
   Provident  without the  accompanying  credit risk of the real estate
   loans.

o  Expansion of Financial Centers in Florida: During the fourth quarter
   of 1999,  Provident  announced the planned opening of five financial
   centers in Manatee County,  Florida.  These financial centers, which
   are  scheduled  to  open  by  June  2000,  represent  a  significant
   expansion in southwestern  Florida,  as Provident currently operates
   five  financial  centers  in  Sarasota  County  and three  financial
   centers in South Hillsborough County.

o  New Corporate  Banking Offices:  Commercial  Banking expanded during
   1998 and 1999 by opening  offices in  Indianapolis,  San  Francisco,
   Chicago and  Baltimore.  In  addition,  a greater  emphasis has been
   placed on  commercial  lending for the West Coast of Florida.  These
   locations are expected to contribute to the continuing growth of the
   commercial lending business.

                                   8
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

o  National Nonconforming  Mortgage Operations:  During 1999, over $2.3
   billion of  nonconforming  mortgage  loans were sold with  servicing
   retained.   During  2000,   direct  and  third  party  servicing  of
   nonconforming  mortgage loans by the Mortgage  Banking business line
   will continue to represent a major business opportunity.

o  Internet Efforts: Provident continues to develop and expand upon its
   internet banking  services,  leveraging off of the successful launch
   of its Retail Online Banking site.  Emphasis during 2000 will center
   on creating an  appropriate  internet  presence for all divisions of
   Provident,  along with increasing its marketing efforts to achieve a
   deeper penetration of its customer base. Provident also participates
   with a number of large internet financial services consolidators and
   seeks to further increase the number of these relationships. Lastly,
   Provident is exploring internal processing  opportunities  presented
   by the internet to improve operational efficiencies.

o  Loan  Securitizations and Sales with Retained Servicing:  Management
   remains  committed  to  moving  assets  off-balance  sheet as strong
   lending  efforts,   from  both  internal  and  third-party  sources,
   continue  to generate  assets  more  rapidly  than  deposits  can be
   generated. Provident securitizes and sells nonconforming residential
   loans, auto leases,  equipment leases,  home equity loans,  mortgage
   warehouse  lines,  and credit card  balances,  while  retaining  the
   servicing  of the assets.  Additionally,  noninterest  revenues  are
   enhanced from the  recognition  of fees received on the servicing of
   these off-balance sheet assets.

o  Increased  Focus on the ATM Network:  In October  1998, an agreement
   was  completed  to deploy ATMs in Wal-Mart  and Sam's Club stores in
   Ohio and  Kentucky.  In January  1999,  an agreement was signed with
   United Dairy  Farmers,  a Cincinnati  based  operator of convenience
   stores,  to provide an additional 79 ATMs.  Through this  agreement,
   Provident  will become the  exclusive  provider of ATM  services for
   United Dairy Farmers. With these agreements, Provident's ATM network
   has grown to 446  locations,  including  202 at United Dairy Farmers
   and 139 at Wal-Mart and Sam's Club stores.

o  Improved  Efficiency:  Provident has taken multiple steps to improve
   its operating efficiencies including the elimination or reduction of
   products  and  services  for which the  prospect  for profit was not
   satisfactory.  Programs  terminated  include the MeritValu  program,
   Free Market Partners,  the national conforming mortgage division and
   overlapping branches. In addition, a consulting firm was employed to
   assist Provident in identifying process reengineering  opportunities
   in  order  to  reduce  costs,  increase  fee  income  and  re-deploy
   resources  to  grow  revenues.  The  review,   referred  to  as  the
   Performance  Optimization  Project,  was completed in December 1998,
   with implementation substantially completed during 1999.

                                   9
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

BUSINESS LINES

The following  table  summarizes  net income by major lines of business
for the past three years:

                                                                Percentage
                                                            Increase (Decrease)
                                                            -------------------
(Dollars in Millions)              1999     1998     1997   1999/98    1998/97
-------------------------------------------------------------------------------
Commercial Banking               $ 74.1   $ 85.3   $ 71.2    (13)%        20%
Retail Banking                     32.3     17.4     15.8     86          10
Mortgage Banking                   39.0     14.6     15.5    167          (6)
Corporate Center                    1.0     12.0      4.9    (92)        145
Special Charges and Exit Costs      -      (14.3)     -        -           -
                                 ------   ------   ------
                                 $146.4   $115.0   $107.4     27%          7%
                                 ======   ======   ======

Key components of the management reporting process follow:

o  Risk-Based  Equity  Allocations:   Provident  uses  a  comprehensive
   approach   for   measuring   risk  and  making   risk-based   equity
   allocations.  Risk  measurements  are  applied to credit,  residual,
   operational and corporate-level risks.

o  Transfer  Pricing:  Provident  utilizes  a cash  flow-matched  funds
   transfer  pricing  methodology that isolates the business units from
   fluctuations  in interest  rates,  and provides  management with the
   ability  to  measure  customer,   product  or  business  unit  level
   profitability based on the financial characteristics of the products
   rather than the level of interest rates.

o  Provision for Loan and Lease Losses:  Business lines are charged for
   provision  based  upon the size and  composition  of its  loan/lease
   portfolio.  The  difference  between  the actual  provision  and its
   allocation to the business lines is  charged/credited  to "Corporate
   Center".

o  Costs   Allocation:   Provident   applies  a  detailed  approach  to
   allocating costs at the business unit,  product and customer levels.
   Allocations are generally based on volume/activity  and are reviewed
   and  updated  regularly.

o  "Corporate  Center":  Corporate Center includes revenue and expenses
   not allocated to the primary business lines,  interest and gain/loss
   on the sale of investment securities,  and any nonrecurring business
   revenues and expenses.

o  Prior Period  Numbers:  Prior period  numbers have been  restated to
   conform  with the current  business  line  reporting  structure  and
   current  methodology  of  allocating  revenue  and  expense  between
   business lines.

                                  10
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Business line descriptions and fluctuation analysis follow:

o  Commercial  Banking  is a  provider  of  credit  products  and  cash
   management  services to  commercial  customers.  The group  includes
   Commercial  Lending,  serving  middle market clients in the Midwest;
   Provident   Capital   Corp.,   a  national   financier  of  business
   expansions,  re-capitalizations, and provider of asset based lending
   services;  Commercial  Mortgage,  a  provider  of  construction  and
   permanent mortgage  financing;  Information Leasing  Corporation,  a
   national  small  to  mid-ticket   equipment  leasing  company;   and
   Provident Commercial Group, a national lessor of large equipment.

   Commercial  Banking  is  the  company's  largest  line  of  business
   contributing  approximately  50% of the Bank's net  income.  Average
   loan balances  increased 15% and total  revenues were up 4% in 1999.
   However, net income for 1999 declined 13% compared to 1998. The drop
   in earnings was  attributable to a decline in warrant gains,  higher
   provision expense and rising operating expenses  attributable to the
   start-up of several new businesses. Net income climbed 20% from 1997
   to 1998.  Increases  in net  interest  income,  resulting  from loan
   growth, and noninterest  income,  attributable to an equipment lease
   securitization,  warrant gains and equipment  gains,  were primarily
   responsible for the increase.

   Start-up costs were incurred for the formation of Provident  Capital
   Funding and the purchase of Capstone  Realty  Advisors,  LLC assets.
   Provident  Capital  Funding and Capstone  provide  Provident  with a
   national platform to generate fee income from  originating,  selling
   and servicing commercial real estate loans. Start-up costs were also
   incurred from opening  corporate  lending  offices in  Indianapolis,
   Chicago and Baltimore.

   Growth in average  assets for 1999 as  compared  to 1998 was 15%, an
   improvement  over the 4%  growth  from 1997 to 1998.  Year-end  loan
   balances  increased  26% from 1998 to 1999.  The positive  impact of
   this loan growth on the net interest margin was partially  offset by
   interest  spread  compression  in late 1998 and early  1999.  Margin
   pressures moderated during the later months of 1999.

                                  11
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

o  Retail Banking provides consumer lending,  deposit accounts,  trust,
   brokerage  and  investment  products and services to its  customers.
   This business  line includes both the Consumer  Lending and Consumer
   Banking  business  units.  Net income grew by $14.9 million (86%) in
   1999 as compared to $1.6 million (10%) in 1998. The  acceleration of
   profit  growth  was  driven  by a variety  of  factors.  Auto  lease
   production grew  significantly  as Provident  expanded the number of
   auto dealerships that distribute  Provident lease financing products
   to their customers. Auto lease managed assets increased $656 million
   (61%)  in 1999 as  compared  to  $295  million  (38%)  in  1998.  In
   addition,  as a result of enhanced credit scoring and  risk-adjusted
   pricing systems  implemented by Retail Banking,  direct and indirect
   instalment loans and leases experienced a significant improvement in
   net  charge-offs.  Total  period  end  managed  loans and leases for
   Retail Banking were $3.2 billion,  $2.3 billion and $1.8 billion for
   1999,  1998 and 1997,  respectively.

   Retail Banking also benefited from higher levels of deposits  during
   the  current  year.  Average  core  deposits  for  1999  grew by 12%
   compared to 2% in 1998, with  significant  contribution  coming from
   the Florida  franchise  where  average core  deposits grew by 58% in
   1999 as  compared  to 11% in  1998.  To  further  capitalize  on the
   Florida  deposit  growth,  Provident  announced  plans to open  five
   additional  financial  centers in Florida during 2000. Also in 2000,
   Provident will continue to enhance its  distribution of products and
   services via on-line banking, ATM machines and a call center.

   Noninterest income increased $15.3 million (21%) in 1999 compared to
   $20.1  million (39%) in 1998.  During 1999,  credit card balances of
   $230 million were  securitized,  generating a gain of $4.0  million.
   Growth in managed credit card assets was $73 million and $97 million
   in 1999  and  1998,  respectively.  Also  during  1999,  auto  lease
   operating  income increased $6 million as a result of higher managed
   lease receivables. Additional factors that contributed to higher net
   income in 1999 include  higher fees in the areas of loan  servicing,
   brokerage,  fund management and trust.  Factors which contributed to
   the growth in  noninterest  income  during  1998 were  increases  in
   operating auto lease income, service charges on deposit accounts and
   end-of-term auto lease fees.

o  Mortgage   Banking   originates   and   services    conforming   and
   nonconforming residential loans to consumers and provides short-term
   financing to mortgage  originators and brokers.  Net income for 1999
   was $39.0 million, an increase of $24.4 million as compared to 1998.
   The  increase  in net  income  was  primarily  the  result of strong
   nonconforming loan production in 1999.

                                  12
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

   Industry consolidation allowed Provident to expand its volume during
   1999.   During  1999,   Mortgage   Banking   securitized   and  sold
   nonconforming   loans   totaling  $2.3  billion   resulting  in  the
   recognition  of a $73.3  million gain, a gain to loans sold ratio of
   3.1%.  In 1998,  $1.1  billion  of loans were  securitized  and sold
   resulting  in a $36.3  million  gain,  a gain to loans sold ratio of
   3.4%.  The  lower  gain to loans  sold  ratio  from 1998 to 1999 was
   primarily due to lower spreads  between  mortgage yields and cost of
   funds. In 1997, loans securitized and sold were $844 million and the
   gain was $36.9  million,  a gain to loans  sold  ratio of 4.4%.  The
   change in profitability  from 1997 to 1998 was due primarily to more
   conservative  performance assumptions being used in the gain on sale
   calculations.

   Total  revenue  for 1999 was $122.2  million,  as  compared to $73.0
   million in 1998 and $53.6  million in 1997.  The increase in revenue
   was primarily  attributable to an increase in loan servicing fees as
   well as the  gains on the  sale of  nonconforming  loans.  Operating
   expenses  increased during 1999 due primarily to increased  staffing
   associated  with the  higher  volume of loans  being  generated  and
   serviced by this business unit.

DETAILED INCOME ANALYSIS

Net Interest Income

Net interest  income equals the difference  between  interest earned on
loans,  leases and  investments  and interest  incurred on deposits and
other  borrowed  funds.  Net interest  income is affected by changes in
both  interest  rates and the  amounts of interest  earning  assets and
interest bearing liabilities outstanding.

Net  interest  income  represents  the  principal  source of income for
Provident.  In 1999,  1998 and 1997,  net interest  income on a taxable
equivalent basis was $312.1 million, $286.9 million and $263.0 million,
respectively,  which  represented 54%, 56% and 60% of net revenues (net
interest income plus  noninterest  income).  The downward trend of this
ratio  is  due   primarily  to  the  high  volume  of  loan  and  lease
originations and subsequent sales, while retaining the servicing.  This
activity has resulted in raising  noninterest  income,  in the areas of
loan servicing  fees and the  recognition of gains on the sale of loans
and leases.

Net interest  margin  represents net interest income as a percentage of
total interest earning assets. The net interest margin was 3.86%, 3.93%
and 4.03% for 1999, 1998 and 1997, respectively. The slight decrease in
the margin  during  1999 was the result of changes in volumes and rates
of earning assets and their corresponding funding sources. During 1999,
the balance  sheet was  proactively  adjusted  to decrease  Provident's
overall sensitivity to changes in market rates.

                                  13
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The  following  table  provides an analysis of net interest  income and
illustrates the interest income earned and interest expense charged for
each major  component of interest  earning assets and interest  bearing
liabilities.  The net  interest  spread is the  difference  between the
average  yield  earned on  assets  and the  average  rate  incurred  on
liabilities.  For comparative purposes,  the table has been adjusted to
reflect  tax-exempt income on a fully taxable equivalent basis assuming
an income tax rate of 35%.

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                              ------------------------------------------------------------------
                                       1999                   1998                   1997
                              ------------------------------------------------------------------
                              Average Income/ Avg.   Average Income/ Avg.   Average Income/ Avg.
(Dollars in Millions)         Balance Expense Rate   Balance Expense Rate   Balance Expense Rate
------------------------------------------------------------------------------------------------
<S>                           <C>     <C>     <C>    <C>     <C>     <C>    <C>     <C>     <C>
ASSETS
 Interest Earning Assets:
  Loans and Leases:
   Corporate Lending:
    Commercial                $3,567  $311.0   8.72% $3,173  $293.1   9.24% $2,581  $239.9   9.29%
    Mortgage                     421    36.6   8.70     446    41.7   9.35     496    46.6   9.40
    Construction                 485    39.6   8.15     359    30.9   8.62     292    25.7   8.81
    Lease Financing              289    28.6   9.92     318    34.8  10.97     267    29.7  11.12
   Consumer Lending:
    Instalment                   560    57.4  10.24     677    66.4   9.80     814    80.7   9.93
    Residential                  389    40.9  10.51     226    20.8   9.19     268    21.9   8.14
    Lease Financing              626    51.6   8.24     507    38.2   7.54     616    47.8   7.76
                              ------  ------         ------  ------         ------  ------
     Total Loans and Leases    6,337   565.7   8.93   5,706   525.9   9.22   5,334   492.3   9.23
  Investment Securities        1,662   104.4   6.28   1,511   100.2   6.63   1,173    79.0   6.74
  Trading Account Securities      62     3.3   5.35      68     6.5   5.51       -       -      -
  Federal Funds Sold and
   Reverse Repurchase
   Agreements                     17      .8   4.87      25     1.3   5.41      15      .9   5.71
                              ------  ------         ------  ------         ------  ------
 Total Earning Assets          8,078   674.2   8.35%  7,310   633.9   8.67%  6,522   572.2   8.77%
 Cash and Noninterest
  Bearing Deposits               239                    193                    156
 Other Assets                    744                    427                    218
                              ------                 ------                 ------
  Total Assets                $9,061                 $7,930                 $6,896
                              ======                 ======                 ======
LIABILITIES AND
 SHAREHOLDERS' EQUITY
 Interest Bearing Liabilities:
  Deposits:
   Demand Deposits              $282     5.2   1.85%   $264     5.6   2.13%   $246     5.5   2.22%
   Savings Deposits            1,265    50.4   3.98   1,091    44.5   4.08     630    22.2   3.52
   Time Deposits               3,483   186.6   5.36   3,047   172.1   5.65   3,378   193.8   5.74
                              ------  ------         ------  ------         ------  ------
    Total Deposits             5,030   242.2   4.81   4,402   222.2   5.05   4,254   221.5   5.21
  Short-Term Debt:
   Federal Funds Purchased
    and Repurchase Agreements    981    49.5   5.04   1,068    57.9   5.42     494    26.4   5.34
   Commercial Paper              210    10.2   4.87     233    13.0   5.59     157     9.2   5.86
   Short-Term Notes Payable        1      .1   4.83       2      .1   5.60       2      .1   5.23
                              ------  ------         ------  ------         ------  ------
    Total Short-Term Debt      1,192    59.8   5.01   1,303    71.0   5.45     653    35.7   5.46
  Long-Term Debt                 828    47.0   5.67     738    45.1   6.12     687    43.4   6.32
  Junior Subordinated
   Debentures                    161    13.2   8.20      99     8.7   8.76      99     8.6   8.77
                              ------  ------         ------  ------         ------  ------
 Total Interest Bearing
  Liabilities                  7,211   362.2   5.02%  6,542   347.0   5.31%  5,693   309.2   5.43%
 Noninterest Bearing Deposits    860                    545                    451
 Other Liabilities               265                    151                    191
 Shareholders' Equity            725                    692                    561
                              ------                 ------                 ------
  Total Liabilities and
   Shareholders' Equity       $9,061                 $7,930                 $6,896
                              ======  ------         ======  ------         ======  ------
Net Interest Income                   $312.0                 $286.9                 $263.0
                                      ======                 ======                 ======
Net Interest Margin                            3.86%                  3.93%                  4.03%
                                               =====                  =====                  =====
Net Interest Spread                            3.33%                  3.36%                  3.34%
                                               =====                  =====                  =====
</TABLE>

                                  14
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following  table shows the changes in net interest  income on a tax
equivalent basis resulting from changes in volume and changes in rates.
Changes  not  solely  due  to  volume  or  rate  have  been   allocated
proportionately.

                                             Year Ended December 31,
                                   ------------------------------------------
                                    1999 Changes from       1998 Changes from
                                       1998 Due to             1997 Due to
                                   ------------------------------------------
(In Thousands)                      Volume       Rate       Volume       Rate
-----------------------------------------------------------------------------
Interest Earned On:
 Loans and Leases:
  Corporate Lending:
   Commercial                     $ 35,024    $(17,110)   $ 54,677    $(1,476)
   Mortgage                         (2,310)     (2,842)     (4,628)      (222)
   Construction                     10,365      (1,750)      5,796       (567)
   Lease Financing                  (3,019)     (3,163)      5,536       (418)
  Consumer Lending:
   Instalment                      (11,904)      2,875     (13,354)      (981)
   Residential                      16,702       3,352      (3,663)     2,619
   Lease Financing                   9,593       3,812      (8,289)    (1,352)
                                  --------    --------    --------    -------
    Net Loans and Leases            54,451     (14,826)     36,075     (2,397)
 Investment Securities               9,688      (5,538)     22,455     (1,223)
 Trading Account                      (578)     (2,593)      6,463          -
 Federal Funds Sold                   (385)       (123)        525        (49)
                                  --------    --------    --------    -------
     Total                          63,176     (23,080)     65,518     (3,669)
                                  --------    --------    --------    -------
Interest Paid On:
 Demand Deposits                       366        (785)        392       (230)
 Savings Deposits                    6,928      (1,089)     18,373      3,958
 Time Deposits                      23,722      (9,284)    (18,787)    (2,849)
                                  --------    --------    --------    -------
  Total Deposits                    31,016     (11,158)        (22)       879
 Short-Term Debt:
  Federal Funds Purchased           (4,580)     (3,828)     31,121        384
  Commercial Paper                  (1,220)     (1,590)      4,253       (443)
  Short-Term Notes Payable              (3)        (11)         (3)         6
                                  --------    --------    --------    -------
   Total Short-Term Debt            (5,803)     (5,429)     35,371        (53)
 Long-Term Debt                      5,241      (3,430)      3,128     (1,448)
 Junior Subordinated Debentures      5,125        (587)          5         (5)
                                  --------    --------    --------    -------
     Total                          35,579     (20,604)     38,482       (627)
                                  --------    --------    --------    -------
Net Interest Income               $ 27,597    $ (2,476)   $ 27,036    $(3,042)
                                  ========    ========    ========    =======

                                  15
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Noninterest Income

The following  table details the components of  noninterest  income and
their change since 1997:

<TABLE>
<CAPTION>
                                                                             Percentage
                                                                         Increase (Decrease)
                                                                         -------------------
(Dollars in Thousands)                    1999       1998       1997     1999/98     1998/97
--------------------------------------------------------------------------------------------
<S>                                   <C>        <C>        <C>             <C>          <C>
Service Charges on Deposit Accounts   $ 31,589   $ 27,242   $ 24,752          16%         10%
Other Service Charges and Fees          70,029     43,873     29,080          60          51
Operating Lease Income                  40,902     37,481     26,207           9          43
Warrant Gains                            9,147     15,354     12,782         (40)         20
Gain on Sales of Loans and Leases       98,860     63,733     54,318          55          17
Security Gains                              71     12,940      9,713        (100)         33
Other                                   19,880     22,364     15,806         (11)         42
                                      --------   --------   --------
                                      $270,478   $222,987   $172,658          21%         29%
                                      ========   ========   ========
</TABLE>

Noninterest  income  has grown  significantly  over the past two years.
Noninterest  income increased $47.5 million (21%) during 1999 and $50.3
million (29%) during 1998.  Explanations  for the growth in noninterest
income by category follow:

o  Service  Charges on  Deposit  Accounts:  Service  charges on deposit
   accounts  increased  during  1999 as a result of pricing  and volume
   increases on  corporate  and personal  demand  deposit  accounts and
   increased ATM fees from the increased number of ATMs. Since December
   31,  1998,  approximately  100 ATMs  have  been  placed  in  service
   bringing the total  deployment to 446. In 1998,  service  charges on
   deposit accounts increased as a result of increased fees received on
   corporate deposit accounts, and ATM usage.

o  Other Service  Charges and Fees:  The increased  revenue is due to a
   significant  increase in loan  servicing  fees,  primarily  from the
   residential  mortgage,  warehouse  lending  and auto  leasing  areas
   during 1999 and the residential mortgage area in 1998.

o  Operating  Lease  Income:  The increase in operating  lease  revenue
   during 1999 is due  primarily to the growth of Provident  Commercial
   Group,  a national  lessor of large  equipment,  which  recorded  an
   additional  $5.9  million in  operating  lease  revenue  during 1999
   compared to 1998.  The increase in operating  lease  revenue in 1998
   was  the  result  of  the  securitization  of  automobiles  and  the
   expansion of  Provident  Commercial  Group.  The  securitization  of
   automobiles  involves  the sale and  leaseback of  automobiles  with
   investors.   As  these  automobiles  are  subleased  to  third-party
   consumers, lease revenue from the consumers, net of lease expense to
   the investors of the  automobiles,  is recognized as operating lease
   income.  The expansion of Provident  Commercial Group resulted in an
   increase in operating  lease revenue of $4.1 million  during 1998 as
   compared to 1997.

                                  16
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

o  Warrant Gains: Provident's Corporate Banking business line from time
   to  time  acquires  equity  warrants  as a part of the  lending  fee
   structure  established with customers.  Warrant gains decreased $6.2
   million in 1999 after increasing $2.6 million in 1998.

o  Gain on Sales of Loans  and  Leases:  Provident  securitizes  and/or
   sells a portion of its assets with servicing generally retained. The
   following  table  provides  detail  of the gain on sales  recognized
   during the past three years.

(In Thousands)                                        1999      1998      1997
------------------------------------------------------------------------------
Cash Gains -- Loan and Lease Sales:
  Equipment Lease Securitizations                  $13,164   $13,429    $    -
  Conforming Residential Whole Loan Sales            1,911     5,077     6,335
  Credit Card Whole Loan Sales                           -     3,420         -
  Nonconforming Residential Whole Loan Sales           174       290       495
  Other Loan Sales                                     556       447       156
                                                   -------   -------   -------
                                                    15,805    22,663     6,986
                                                   -------   -------   -------
Non-Cash Gains -- Loan and Lease Sales:
  Nonconforming Residential Loan Securitizations    73,304    36,337    36,886
  Prime Consumer Home Equity Securitizations         5,758     4,733    10,446
  Credit Card Loan Securitizations                   3,993         -         -
                                                   -------   -------   -------
                                                    83,055    41,070    47,332
                                                   -------   -------   -------
                                                   $98,860   $63,733   $54,318
                                                   =======   =======   =======

   A detailed  discussion of the various  securitizations  and sales of
   loans and leases is provided under the "Management's  Discussion and
   Analysis of Financial  Condition  and Results of  Operations - Asset
   Securitization Activity" section of this report.

o  Other:  The largest  components of revenue  within other income have
   been equipment lease residual sales ($9.2 million,  $8.9 million and
   $1.8  million in 1999,  1998 and 1997,  respectively)  and  realized
   gains on investments in  partnerships  ($1.7 million in 1998 and 2.9
   million in 1997).

                                  17
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Noninterest Expense

The following  table details the components of noninterest  expense and
their change since 1997:

<TABLE>
<CAPTION>
                                                                         Percentage
                                                                     Increase (Decrease)
                                                                     -------------------
(Dollars in Thousands)                1999       1998       1997     1999/98     1998/97
----------------------------------------------------------------------------------------
<S>                               <C>        <C>        <C>               <C>         <C>
Salaries, Wages and Benefits      $145,948   $124,639   $101,454          17%         23%
Depreciation on Operating
 Lease Equipment                    23,076     21,662     17,667           7          23
Occupancy                           17,506     16,951     12,744           3          33
Professional Fees                   19,262     18,276     14,912           5          23
Equipment Expense                   23,482     20,771     15,208          13          37
Charges and Fees                    15,144     14,317     12,652           6          13
Other                               63,737     63,785     51,341           -          24
                                  --------   --------   --------
 Noninterest Expense Before
  Significant and Unusual Items    308,155    280,401    225,978          10          24
Special Charges and Exit Costs           -     22,005          -           -           -
                                  --------   --------   --------
                                  $308,155   $302,406   $225,978           2%         34%
                                  ========   ========   ========
</TABLE>

Noninterest  expense  before  significant  and unusual items  increased
$27.8  million  (10%) and $54.4  million  (24%)  during  1999 and 1998,
respectively.   Components  of  noninterest  expense,   along  with  an
explanation as to their fluctuations, follow:

o  Salaries,  Wages and  Benefits:  Compensation  increased in 1999 and
   1998 due primarily to increased staffing in the Mortgage Banking and
   Corporate   Banking   business  lines  combined  with  increases  in
   performance based incentives and benefit plan expenses.

o  Depreciation  on  Operating  Lease  Equipment:  Increases  in leased
   equipment by Provident  Commercial Group during 1999 and 1998 is the
   primary  reason  for  the  increase  in  depreciation   expense.

o  Occupancy:  An increase in rent  expense,  primarily in the areas of
   Mortgage  Banking  during  1999  and  Retail  Banking  during  1998,
   resulted in higher occupancy expense.

o  Professional Fees: The increase in professional fees was a result of
   higher legal and temporary  employment  services in 1999, and higher
   management  consulting,  legal and temporary  employment services in
   1998.

o  Equipment  Expense:   Equipment  expense  increased  due  to  higher
   depreciation expense related to technology areas,  branches and ATMs
   in 1999.  The purchase and subsequent  depreciation  of computer and
   data processing equipment was the primary reason for the increase in
   1998.

o  Charges  and Fees:  Charges  and fees have  increased  due to higher
   credit  card  processing  fees in 1999 and higher  loan  origination
   costs in 1998.

                                  18
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

o  Other:  Larger fluctuations within other noninterest expense in 1998
   include  Year  2000   compliance,   marketing   and   communications
   expenditures.

o  Special  Charges  and  Exit  Costs:   Provident's  efficiency  ratio
   (operating  expenses as a percentage  of net  revenue)  deteriorated
   from 48.84% in 1996 to 56.42% in 1998. As a result,  Provident  took
   two courses of action.  First, the Performance  Optimization Project
   was initiated during the second half of 1998. This project permitted
   Provident to perform  operations  more  efficiently.  As part of the
   project,  Provident associates developed over 1,000 specific actions
   to  increase   productivity.   These   actions  were   substantially
   implemented by the end of 1999.  Second,  an analysis of current and
   future  profitability of various business units was performed.  As a
   result of this analysis, a determination was made that the prospects
   for future  revenue  growth did not justify the continued  operating
   losses by the MeritValu and Free Market Partners units. Accordingly,
   these  business units were formally  discontinued  during the fourth
   quarter of 1998. In connection with these two initiatives, Provident
   recorded a special  charge of $22 million  during the fourth quarter
   of 1998. This charge was composed of employee termination  benefits,
   fixed asset write-offs, exit costs for the MeritValu and Free Market
   Partners  units,  and  professional  fees incurred in completing the
   reengineering project.

FINANCIAL CONDITION ANALYSIS

Short-Term Investments and Investment Securities

As of  December  31,  1999 and 1998,  federal  funds  sold and  reverse
repurchase agreements outstanding were $82.0 million and $60.0 million.
The amount of federal  funds sold  changes  daily as cash is managed to
meet reserve  requirements  and customer  needs.  After funds have been
allocated  to meet lending and  investment  demands,  any  remainder is
placed in overnight federal funds.

As of December 31, 1999 and 1998,  Provident held $0 and $50.3 million,
respectively,  in trading account  securities.  During 1998,  Provident
began trading  investment  securities with the intention of recognizing
short-term  profits.  These  securities were carried at fair value with
realized and unrealized gains and losses reported in other  noninterest
income. This activity was discontinued in 1999.

                                  19
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Investment securities represented 21% of average earning assets in both
1999 and 1998,  and 18% in 1997. The amortized cost and market value of
investment  securities  available  for sale at the dates  indicated are
summarized in the following table:

<TABLE>
<CAPTION>

                                                 Amortized Cost at December 31,
                                              ------------------------------------
(In Thousands)                                      1999         1998         1997
----------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>
U.S. Treasury and Federal Agency Debentures   $  226,576   $  152,737   $   17,251
State and Political Subdivisions                   1,822        1,939       10,200
Mortgage-Backed Securities                     1,402,677    1,057,902    1,044,304
Asset-Backed Securities                          104,700      247,311      252,142
Other Securities                                 358,708       68,119       57,606
                                              ----------   ----------   ----------
    Total Securities                          $2,094,483   $1,528,008   $1,381,503
                                              ==========   ==========   ==========
<CAPTION>
                                                  Market Value at December 31,
                                              ------------------------------------
(In Thousands)                                      1999         1998         1997
----------------------------------------------------------------------------------
<S>                                           <C>          <C>          <C>
U.S. Treasury and Federal Agency Debentures   $  218,733   $  151,338   $   17,401
State and Political Subdivisions                   1,805        1,920       10,396
Mortgage-Backed Securities                     1,342,624    1,047,769    1,043,811
Asset-Backed Securities                           99,753      245,855      252,009
Other Securities                                 356,477       67,271       58,090
                                              ----------   ----------   ----------
    Total Securities                          $2,019,392   $1,514,153   $1,381,707
                                              ==========   ==========   ==========
</TABLE>

As of December 31, 1999, the aggregate book value of a single  security
exceeded ten percent of shareholders'  equity.  This security,  Norwest
Asset   Securities   Corporation,   is  an  investment  in  securitized
residential  mortgage  pools.  The book value and  market  value of the
security was $107.3 million and $99.9 million, respectively.

                                  20
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following table shows the December 31, 1999 maturities and weighted
average yields for investment  securities.  Yields on equity securities
that  comprise  the fixed rate,  due after 10 years  classification  of
other  securities  have been omitted from the table. A 35% tax rate was
used in computing the tax equivalent yield adjustment. The yields shown
are calculated based on original cost and effective yields weighted for
the  scheduled   maturity  of  each   security.   Mortgage-backed   and
asset-backed  securities are assigned to maturity  categories  based on
their estimated average lives.

<TABLE>
<CAPTION>
                                          Fixed Rate           Floating Rate
                                     --------------------------------------------
                                                                         Weighted
                                                 Weighted                 Average
                                                  Average                Yield On
                                     Amortized   Yield To Amortized       Current
(Dollars in Thousands)                    Cost   Maturity      Cost  Coupon Rates
---------------------------------------------------------------------------------
<S>                                 <C>             <C>    <C>           <C>
U.S. Treasury and Federal Agency
  Debentures:
    Due in one year or less         $   10,044      5.50%  $ 21,744      6.02%
    Due after 1 through 5 years        194,788      5.45          -         -
    Due after 5 through 10 years             -         -          -         -
    Due after 10 years                       -         -          -         -
                                    ----------      ----   --------      ----
      Total                         $  204,832      5.45%  $ 21,744      6.02%
                                    ==========      ====   ========      ====
State and Political Subdivisions:
    Due in one year or less         $        -         -%  $      -         -%
    Due after 1 through 5 years              -         -          -         -
    Due after 5 through 10 years             -         -          -         -
    Due after 10 years                   1,822      9.09          -         -
                                    ----------      ----   --------      ----
      Total                         $    1,822      9.09%  $      -         -%
                                    ==========      ====   ========      ====
Mortgage-Backed Securities:
    Due in one year or less         $  154,671      9.98%  $      -         -%
    Due after 1 through 5 years        692,896      7.27     35,279      6.79
    Due after 5 through 10 years       500,576      5.81          -         -
    Due after 10 years                   3,340      7.12     15,915      7.12
                                    ----------      ----   --------      ----
      Total                         $1,351,483      7.49%  $ 51,194      6.86%
                                    ==========      ====   ========      ====
Asset-Backed Securities:
    Due in one year or less         $    1,165      6.18%  $      -         -%
    Due after 1 through 5 years         26,716      7.17     28,801      5.91
    Due after 5 through 10 years        48,018      4.78          -         -
    Due after 10 years                       -         -          -         -
                                    ----------      ----   --------      ----
      Total                         $   75,899      6.35%  $ 28,801      5.91%
                                    ==========      ====   ========      ====
Other Securities:
    Due in one year or less         $        -         -%  $282,492      6.02%
    Due after 1 through 5 years              -         -        300      7.21
    Due after 5 through 10 years           250      7.35          -         -
    Due after 10 years                  75,666         -          -         -
                                    ----------      ----   --------      ----
      Total                         $   75,916      7.35%  $282,792      6.38%
                                    ==========      ====   ========      ====
</TABLE>

                                  21
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Loans and Leases

As of December  31,  1999 and 1998,  total  on-balance  sheet loans and
leases were $6.3 billion and $5.6 billion, respectively.  Provident has
an additional $5.9 billion and $3.2 billion of off-balance  sheet loans
and  leases  as of  year-end  1999  and  1998,  respectively.  For more
information  concerning these off-balance  sheet loans and leases,  see
"Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations - Asset Securitization Activity".  Provident does
not have a material exposure to foreign,  energy or agricultural loans.
The following table shows on-balance sheet loans and leases outstanding
at period end by type of loan:

<TABLE>
<CAPTION>
                                                    December 31,
                              --------------------------------------------------------
(Dollars in Millions)           1999        1998        1997        1996        1995
--------------------------------------------------------------------------------------
<S>                           <C>         <C>         <C>         <C>         <C>
Dollar:
 Corporate Lending:
  Commercial                  $3,979.8    $3,270.7    $2,733.5    $2,404.9    $2,250.6
  Mortgage                       474.5       436.1       469.5       475.9       448.9
  Construction                   547.9       437.6       305.2       283.7       266.4
  Lease Financing                391.5       243.7       340.3       239.1       128.7
 Consumer Lending:
  Instalment                     444.7       621.4       624.3       924.5     1,000.9
  Residential                    123.8       190.7       136.2       391.6       466.4
  Lease Financing                361.9       423.3       442.8       591.7       334.2
                              --------    --------    --------    --------    --------
   Total Loans and Leases     $6,324.1    $5,623.5    $5,051.8    $5,311.4    $4,896.1
                              ========    ========    ========    ========    ========
Percentage:
 Corporate Lending:
  Commercial                      62.9%       58.1%       54.1%       45.3%       46.1%
  Mortgage                         7.5         7.8         9.3         9.0         9.2
  Construction                     8.7         7.8         6.0         5.3         5.4
  Lease Financing                  6.2         4.3         6.7         4.5         2.6
 Consumer Lending:
  Instalment                       7.0        11.1        12.4        17.4        20.4
  Residential                      2.0         3.4         2.7         7.4         9.5
  Lease Financing                  5.7         7.5         8.8        11.1         6.8
                              --------    --------    --------    --------    --------
   Total Loans and Leases        100.0%      100.0%      100.0%      100.0%      100.0%
                              ========    ========    ========    ========    ========
</TABLE>

                                  22
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The  following  table  shows the  composition  of the  commercial  loan
category by industry type at December 31, 1999,  including loan amounts
which interest is not being accrued on:

                                                           Amount on
(Dollars in Millions)                Amount    Percentage  Nonaccrual
---------------------------------------------------------------------
Manufacturing                        $  847.5      21.3%        $17.3
Service Industries                      805.9      20.3          15.8
Real Estate Operators / Investment      375.4       9.4            .1
Finance & Insurance                     339.4       8.5            .8
Retail Trade                            319.7       8.0           2.0
Transportation / Utilities              297.4       7.5            .7
Wholesale Trade                         259.8       6.5           1.8
Automobile Dealers                      156.0       3.9           -
Construction                            152.8       3.9           1.5
Other                                   425.9      10.7           3.5
                                     --------     -----         -----
                                     $3,979.8     100.0%        $43.5
                                     ========     =====         =====

The following  table shows the  composition of commercial  mortgage and
construction loans by property type at December 31, 1999:

<TABLE>
<CAPTION>
                            Commercial   Commercial                        Amount on
(Dollars in Millions)         Mortgage Construction    Total   Percentage  Nonaccrual
-------------------------------------------------------------------------------------
<S>                             <C>          <C>      <C>           <C>       <C>
Office / Warehouse              $108.6       $115.5   $  224.1      21.9%     $  -
Shopping / Retail                101.1         97.0      198.1      19.4        .3
Residential Development           35.2        147.2      182.4      17.8         -
Apartments                        69.8         71.7      141.5      13.8         -
Land                              26.1         27.5       53.6       5.2         -
Hotel / Motel / Restaurants       13.7         16.7       30.4       3.0         -
Auto Sales & Service              22.6          3.5       26.1       2.6         -
Industrial Plants                  8.9          8.3       17.2       1.7         -
Churches                          10.7          2.6       13.3       1.3         -
Healthcare Facilities              8.0          3.5       11.5       1.1         -
Other Commercial Properties       69.8         54.4      124.2      12.2       2.3
                                ------       ------   --------     -----      ----
                                $474.5       $547.9   $1,022.4     100.0%     $2.6
                                ======       ======   ========     =====      ====
</TABLE>

Commercial and real estate  construction  loans outstanding at December
31,  1999  are  shown in the  following  table  by  maturity,  based on
remaining scheduled repayments of principal:

                                                After 1
                                      Within  but Through    After
(In Millions)                         1 Year    5 Years    5 Years     Total
----------------------------------------------------------------------------
Commercial                          $1,255.5   $1,790.4   $  933.9  $3,979.8
Commercial Construction                166.3      276.0      105.6     547.9
Residential Construction                 -          -          2.5       2.5
                                    --------   --------   --------  --------
   Total                            $1,421.8   $2,066.4   $1,042.0  $4,530.2
                                    ========   ========   ========  ========

Loans Due After One Year:
  At predetermined interest rates                                   $  858.4
  At floating interest rates                                        $2,250.0

                                  23
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The  following  table  shows the  composition  of the  instalment  loan
category by loan type at December 31, 1999:

     (Dollars in Millions)   Amount    Percentage
     --------------------------------------------
     Indirect Instalment     $266.0         59.8%
     Home Equity               83.2         18.7
     Direct Instalment         53.1         11.9
     Credit Card               21.2          4.8
     Other Consumer Loans      21.2          4.8
                             ------        -----
                             $444.7        100.0%
                             ======        =====

Credit Risk Management

Provident  provides  for  credit  loss  reserves  for  both  its on and
off-balance  sheet lending  portfolios.  Discussion and analysis of the
reserves as well as the overall credit quality of the off-balance sheet
lending portfolio is provided within the  "Management's  Discussion and
Analysis  of  Financial  Condition  and Results of  Operations  - Asset
Securitization   Activity"  section  of  this  report.   The  following
paragraphs provide  information  concerning its on-balance sheet credit
portfolio.

Provident  maintains  a reserve  for loan and lease  losses in order to
absorb  losses  in its  on-balance  sheet  portfolio.  The  reserve  is
maintained  at a level which  management  considers  adequate to absorb
inherent  loan and  lease  losses.  The  reserve  is  increased  by the
provision  for  loan  and  lease   losses.   Loans  and  leases  deemed
uncollectible  are  charged  off and  deducted  from  the  reserve  and
recoveries on loans and leases previously  charged off are added to the
reserve.

                                  24
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following table shows selected  information relating to Provident's
reserve for loan and lease losses:

<TABLE>
<CAPTION>
                                                   December 31,
                                 -----------------------------------------------
(In Thousands)                      1999      1998      1997      1996      1995
--------------------------------------------------------------------------------
<S>                              <C>       <C>       <C>       <C>       <C>
Reserve for Loan and Lease
 Losses at Beginning of Period   $75,907   $71,980   $66,693   $60,235   $51,979
Provision Charged to Expense      48,162    31,200    44,750    47,000    14,000
Acquired Reserves                  1,263         -     1,814     1,373         -
Loans and Leases Charged Off:
 Corporate Lending:
  Commercial                      25,145    14,391    17,286    17,236     5,096
  Mortgage                           247         -     1,505     1,945        94
  Construction                         -         -         -         -         -
  Lease Financing                  6,736     5,173     1,367         -         -
 Consumer Lending:
  Instalment                      10,109    12,856    24,065    24,342     8,232
  Residential                        754       841     1,141       199       127
  Lease Financing                  4,244     3,855     6,009     3,087       647
                                 -------   -------   -------   -------   -------
      Total Charge-Offs           47,235    37,116    51,373    46,809    14,196
                                 -------   -------   -------   -------   -------
Recoveries:
 Corporate Lending:
  Commercial                       2,742       834     1,055       619     6,238
  Mortgage                            42     1,344       915       333       121
  Construction                         -         -         -         -         -
  Lease Financing                  3,102       226       306        14         -
 Consumer Lending:
  Instalment                       4,516     5,901     5,766     3,490     1,994
  Residential                        241       190       145        36        13
  Lease Financing                  2,113     1,348     1,909       402        86
                                 -------   -------   -------   -------   -------
      Total Recoveries            12,756     9,843    10,096     4,894     8,452
                                 -------   -------   -------   -------   -------
Net Loans and Leases
 Charged Off                      34,479    27,273    41,277    41,915     5,744
                                 -------   -------   -------   -------   -------
Reserve for Loan and Lease
 Losses at End of Period         $90,853   $75,907   $71,980   $66,693   $60,235
                                 =======   =======   =======   =======   =======
</TABLE>

On  a  percentage  basis,  the  following  table  provides  annual  net
charge-offs to average total loans and leases by category:

<TABLE>
<CAPTION>
                                                      December 31,
                                   --------------------------------------------------
                                   1999       1998        1997       1996        1995
                                   --------------------------------------------------
<S>                                 <C>        <C>         <C>        <C>        <C>
Corporate Lending:
 Commercial                         .63%       .43%        .63%       .73%       (.06)%
 Mortgage                           .05       (.30)        .12        .35        (.01)
 Construction                         -          -           -          -           -
 Lease Financing                   1.26       1.56         .40       (.01)          -
Consumer Lending:
 Instalment                        1.00       1.03        2.25       2.14         .66
 Residential                        .13        .29         .37        .04         .02
 Lease Financing                    .34        .49         .67        .59         .22
                                   ----       ----        ----       ----        ----
Net Charge-Offs to Average
 Total Loans and Leases             .54%       .48%        .77%       .84%        .13%
                                   ====       ====        ====       ====        ====
</TABLE>

                                  25
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Explanation as to significant  changes in charge-offs  between 1997 and
1999 follows:

o  Commercial: Net charge-offs to average loans were .63% for both 1999
   and  1997  and  .43%  for  1998.  Due to the  size  of  many  of the
   commercial   loans,  a  few  large   charge-offs  can  result  in  a
   significant  year-to-year  fluctuation  in the total  charge-offs of
   this loan  type.  There  were  seven  charge-offs  greater  than one
   million  dollars  in 1999  compared  to three in both 1998 and 1997.
   Generally,  Provident  obtains  collateral on its larger  commercial
   loans, which reduces its credit exposure.

o  Commercial Lease Financings:  Net charge-offs to average leases were
   1.26%,  1.56% and .40% for 1999,  1998 and 1997,  respectively.  The
   decrease in the charge-off percentage from 1998 to 1999 was due to a
   decrease in the net  charge-offs  from Provident  Commercial  Group,
   Provident's  large ticket  equipment lease company.  The increase in
   the charge-off  percentage from 1997 to 1998 was due to increases in
   the  net  charge-offs  from  both  Provident  Commercial  Group  and
   Information  Leasing  Corporation,  Provident's  small to mid-ticket
   equipment leasing company.

o  Instalment:  Net charge-offs to average loans were 1.00%,  1.03% and
   2.25%  for  1999,  1998 and  1997,  respectively.  The  decrease  in
   charge-offs  for 1999 as  compared  to 1998  was a  result  of lower
   charge-offs  in  indirect  auto loans while the  reduction  in total
   charge-offs  for 1998 as  compared  to 1997  was a  result  of lower
   charge-offs in indirect auto loans and in the credit card portfolio.
   The reduction of indirect auto loan and credit card  charge-offs was
   due to higher credit quality  standards on the  origination of these
   loans and improved technology of collection systems.

o  Consumer Lease  Financings:  Net  charge-offs to average leases were
   .34%,  .49% and .67% for  1999,  1998 and  1997,  respectively.  The
   decrease in charge-offs of auto leases  reflects the  implementation
   of  risk-based  pricing  origination  standards  within this lending
   product.

                                  26
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following table shows the dollar amount of the reserve for loan and
lease losses using  management's  estimate by principal  loan and lease
category.  While amounts are allocated to various portfolio categories,
the  total  reserve,  less the  portion  attributable  to  reserves  as
prescribed  under  provisions  of  Statement  of  Financial  Accounting
Standards No. 114,  "Accounting by Creditors for Impairment of a Loan",
is available to absorb losses from any loan or lease category.

                                       December 31,
                     -----------------------------------------------
(In Thousands)          1999      1998      1997      1996      1995
--------------------------------------------------------------------
Corporate Lending:
 Commercial          $70,600   $50,839   $41,188   $32,640   $32,576
 Mortgage              3,170     4,025     5,101     5,361     5,363
 Construction          1,970     3,241     3,316     3,196     3,183
 Lease Financing       4,152     3,730     5,815     3,159     1,720
                     -------   -------   -------   -------   -------
                      79,892    61,835    55,420    44,356    42,842
Consumer Lending:
 Instalment            7,530    10,132    11,339    11,318    11,324
 Residential             361     1,208       942     3,006     1,661
 Lease Financing       3,070     2,732     4,279     8,013     4,408
                     -------   -------   -------   -------   -------
                      10,961    14,072    16,560    22,337    17,393
                     -------   -------   -------   -------   -------
                     $90,853   $75,907   $71,980   $66,693   $60,235
                     =======   =======   =======   =======   =======

The following table presents a summary of various  indicators of credit
quality:

<TABLE>
<CAPTION>
                                                      December 31,
                                   ---------------------------------------------------
(Dollars In Thousands)                1999       1998       1997       1996       1995
--------------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>        <C>        <C>
Nonperforming Assets:
 Nonaccrual Loans:
  Corporate Lending:
   Commercial                      $43,452    $34,544    $37,800    $14,164    $26,190
   Mortgage                          2,586        335        335        103      6,716
   Construction                          -          -         27         71         78
   Lease Financing                   1,309      4,002      4,798      3,973      2,605
                                   -------    -------    -------    -------    -------
                                    47,347     38,881     42,960     18,311     35,589
  Consumer Lending:
   Instalment                            -          -          -          -        230
   Residential                       6,227      3,692      3,459      2,805      1,678
   Lease Financing                       -          -          -          -          -
                                   -------    -------    -------    -------    -------
                                     6,227      3,692      3,459      2,805      1,908
                                   -------    -------    -------    -------    -------
  Total Nonaccrual Loans            53,574     42,573     46,419     21,116     37,497
 Renegotiated Loans                  1,541          -        377        786      4,753
                                   -------    -------    -------    -------    -------
  Total Nonperforming Loans         55,115     42,573     46,796     21,902     42,250
                                   -------    -------    -------    -------    -------
 Other Real Estate and
  Equipment Owned:                   3,741      2,735     12,396      6,592      5,628
                                   -------    -------    -------    -------    -------
 Total Nonperforming Assets        $58,856    $45,308    $59,192    $28,494    $47,878
                                   =======    =======    =======    =======    =======
Loans 90 Days Past Due -
 Still Accruing                    $14,346    $ 9,219    $ 9,811    $18,751    $26,578
Loan and Lease Loss Reserve as
 a Percent of:
  Total Loans and Leases              1.44%      1.35%      1.42%      1.26%      1.23%
  Nonperforming Loans               164.84     178.30     153.82     304.51     142.57
  Nonperforming Assets              154.36     167.54     121.60     234.06     125.81
Nonperforming Loans as a Percent
 of Total Loans and Leases             .87        .76        .93        .41        .86
Nonperforming Assets as a
 Percent of:
  Total Loans, Leases and Other
   Real Estate and Equipment           .93        .81       1.17        .54        .98
  Total Assets                         .61        .56        .83        .42        .77
</TABLE>

                                  27
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Loans and leases are  generally  placed on  nonaccrual  status when the
payment  of  principal  and/or  interest  is past  due 90 days or more.
However,  instalment  loans  and  consumer  leases  are not  placed  on
nonaccrual  status  because they are charged off in the month the loans
and leases  reach 120 days past due. In  addition,  loans that are well
secured and in the process of  collection  are not placed on nonaccrual
status. When a loan is placed on nonaccrual status, any interest income
previously  recognized  that has not been received is reversed.  Future
interest income is recorded only when a payment is received.

Renegotiated  loans  represent  loans  that have been  restructured  to
provide a reduction  or deferral  of interest or  principal  because of
deterioration in the financial position of the borrower.

Although   loans  and  leases  may  be   classified  as  nonaccrual  or
renegotiated, many continue to pay interest irregularly or at less than
the original  contractual  rates.  The gross amount of interest  income
recognized  during 1999 with  respect to these loans and leases was $.8
million  compared to $5.4 million that would have been  recognized  had
the loans and leases remained current in accordance with their original
terms.

Nonaccrual  loans increased $11.0 million during 1999. The increase was
composed of $60.3  million of  additions  to  nonaccrual  loans,  $20.4
million of payments on  nonaccrual  loans,  $26.7 million of nonaccrual
loans  charged off and $2.2  million  transferred  to other real estate
owned. Renegotiated loans increased $1.5 million during 1999 due to the
addition of one loan.

Nonaccrual  loans  decreased $3.8 million during 1998.  Activity during
1998 included  $34.1 million of additions to  nonaccrual  loans,  $20.7
million of payments on  nonaccrual  loans,  $15.8 million of nonaccrual
loans  charged off and $1.4  million  transferred  to other real estate
owned.  Other real estate decreased $9.7 million during 1998.  Activity
in other real estate  included  $12.6  million of sales and payments on
properties,  $3.2 million of additions from  foreclosed  properties and
$.3 million of charge-offs on properties in other real estate.

Management's  determination  of the adequacy of the reserve is based on
an assessment  of the losses  inherent in the lending  portfolio.  This
assessment  consists  of  an  evaluation  of  loans  and  leases  on an
individual basis, as well as those evaluated as a group.

                                  28
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Provident's  Credit   Administration   Group  is  responsible  for  the
establishment  and oversight of Provident's  credit risk policies.  The
credit risk policies address underwriting  standards,  internal lending
limits and  methodologies  for the monitoring of credit risk within the
various  loan and lease  portfolios.  Loans and  leases  are  primarily
monitored  by closely  following  changes and trends in  assigned  risk
ratings. Credit scoring models are used for consumer and small business
loans and leases,  while  larger  commercial,  commercial  mortgage and
commercial  construction  loans are assigned  individual  risk ratings.
These ratings are assigned based upon  individual  credit  analysis and
are reported to management on a regular basis. Portfolio Audit, part of
Provident's  Internal  Audit  Department,  independently  reviews  risk
ratings for propriety and reports their findings to senior management.

Loans and leases that have been placed on nonaccrual status are further
evaluated for potential  losses based upon  evaluation  and  discussion
among  lending  officers,  credit,  loan  review,  portfolio  audit and
collection  associates,   and  senior  management.   Factors  that  are
considered  include  the  market  value of  collateral  or real  estate
associated  with a specific loan or lease,  cash flows generated by the
borrower,  third-party guarantees, the general economic climate and any
specific  industry  trends that may affect an individual loan or lease.
Total  nonaccrual  loans at December  31, 1999 were $53.6  million.  In
addition,   $47.0  million  of  performing  loans  were  being  closely
monitored due to possible credit problems.

The adequacy of the reserve for loan and lease losses is monitored on a
continual basis and is based upon  management's  evaluation of numerous
factors.  These  factors  include  the  quality  of  the  current  loan
portfolio,  the trend in the loan  portfolio's  risk  ratings,  current
economic conditions,  loan concentrations,  evaluation of specific loss
estimates  for  all  significant  problem  loans,   payment  histories,
collateral  valuations,  historical charge-off and recovery experience,
estimates  of  charge-offs  for the upcoming  year and other  pertinent
information.

Additional loan loss estimates  associated with securitized asset sales
are provided for separately from the reserve for loan and lease losses.
For more  information on credit  exposures on securitized  asset sales,
see  "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations - Asset Securitization Activity".

                                  29
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Receivables from Securitization Trusts and Other Assets

Since March 1998, Provident has provided for credit enhancements to its
securitizations in the form of cash reserve accounts that are funded at
closing.   Generally,  the  cash  reserve  accounts,   referred  to  as
"Receivables from  Securitization  Trusts" on the Consolidated  Balance
Sheets, are deposited at Provident.  Credit losses,  with the exception
of credit card loans, are absorbed directly into these receivables from
securitization  trusts.  The  remaining  funds  not used to cover  such
losses are returned to Provident  over the term of the  securitization.
Receivables  from  securitization  trusts of credit  card loans  absorb
losses only in the event that the interest  spreads are insufficient to
cover such  credit  losses.  Provident  estimates  the amount of credit
losses based upon loan credit grades, collateral, market conditions and
other pertinent  factors.  Assumptions  used to calculate the estimated
credit losses are provided in "Management's  Discussion and Analysis of
Financial  Condition and Results of  Operations - Asset  Securitization
Activity".  Detail of the December 31, 1999 and 1998  receivables  from
securitization trusts, net of loss estimates follows:

                                       Receivables                Receivables
                                              from                     Net of
                                    Securitization          Loss         Loss
(In Thousands)                              Trusts   Estimates(1)   Estimates
-----------------------------------------------------------------------------
1999:
 Nonconforming Residential Loans          $358,101      $(79,664)    $278,437
 Prime Home Equity Loans                    21,136        (1,312)      19,824
 Equipment Leases                           35,583        (8,678)      26,905
 Credit Card Loans                          30,056             -       30,056
                                          --------      --------     --------
                                          $444,876      $(89,654)    $355,222
                                          ========      ========     ========
1998:
 Nonconforming Residential Loans          $120,666      $(24,251)     $96,415
 Prime Home Equity Loans                    10,957          (608)      10,349
 Equipment Leases                            2,196        (4,064)      (1,868)
                                          --------      --------     --------
                                          $133,819      $(28,923)    $104,896
                                          ========      ========     ========

(1) See "Management's  Discussion  and Analysis of Financial  Condition
    and Results of Operations - Asset  Securitization  Activities"  for
    additional estimates  established  and an overall  analysis  of the
    credit quality of off-balance sheet loans and leases.

Other assets  increased  $149.1  million (43%) since December 31, 1998.
The  increase is due  primarily  to  increases  in  servicer  advances,
goodwill and other miscellaneous assets.

                                  30
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Deposits

Interest bearing deposits  increased $1.3 billion (25%) and $.6 billion
(13%) during 1999 and 1998,  respectively.  The increase in deposits in
1999 was  primarily  attributable  to the  growth  in  certificates  of
deposit and noninterest  bearing  deposits,  while the increase in 1998
was primarily due to the growth in  certificates of deposit and savings
deposits.  Provident has  experienced  strong deposit growth as average
core  deposits  have  grown  by  12%  during  1999,  with   significant
contribution from Provident Bank of Florida. For 1999 and 1998, average
total interest bearing deposits represented 70% and 67%,  respectively,
of average  interest  bearing  liabilities.  Provident  does not have a
material  amount of foreign  deposits.  The following  table presents a
summary of period end deposit balances:

<TABLE>
<CAPTION>
                                                              December 31,
                                                        ------------------------
(In Millions)                                             1999     1998     1997
--------------------------------------------------------------------------------
<S>                                                     <C>      <C>      <C>
Noninterest Bearing Deposits of Securitization Trusts   $  426   $  132   $    -
Other Noninterest Bearing Deposits                         749      538      605
Interest Bearing Demand Deposits                           311      289      277
Savings Deposits                                         1,284    1,312      873
Certificates of Deposit Less than $100,000               1,586    1,282    1,652
Certificates of Deposit of $100,000 or More              2,283    1,774    1,289
                                                        ------   ------   ------
                                                        $6,639   $5,327   $4,696
                                                        ======   ======   ======
</TABLE>

At December 31, 1999, maturities on certificates of deposit of $100,000
or more were as follows (in millions):

                3 months or less               $  273
                Over 3 through 6 months            94
                Over 6 through 12 months          182
                Over 12 months                  1,734
                                               ------
                   Total                       $2,283
                                               ======
Included in certificates of deposit of $100,000 or more at December 31,
1999,  1998 and 1997  were  brokered  deposits  of $1.6  billion,  $1.1
billion and $.6 billion, respectively.

Provident  issues  brokered  certificates of deposit with embedded call
options  combined  with interest rate swaps with matching call dates as
part of its certificate of deposit program.  Provident has the right to
redeem the  certificates  of deposit on  specific  dates prior to their
stated  maturity  while the  interest  rate swaps are  callable  at the
option of the swap  counterparty.  The terms and conditions of the call
options  embedded  in  the  interest  rate  swaps  match  those  of the
certificates  of  deposit,  offsetting  any  option  risk  exposure  to
Provident. At December 31, 1999, Provident had $1.5 billion of brokered
callable certificates of deposit.

                                  31
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Borrowed Funds

Borrowed funds are an important  component of total funds  necessary to
support  earning  assets.  In 1999,  average  short-term debt decreased
$111.0 million (9%) and average  long-term debt increased $89.8 million
(12%). The decreases in the average balances of federal funds purchased
and  commercial  paper were the  primary  reasons  for the  decrease in
average  short-term  debt.  The increase in average  long-term debt was
primarily  the result of increases  in Federal Home Loan Bank  ("FHLB")
advances that occurred in the latter part of 1998.

During the  second  quarter of 1999,  Provident  established  Provident
Capital Trust II.  Capital Trust II issued  Capital  Securities of $125
million of  preferred  stock to the  public and $3.9  million of common
stock  to  Provident.   Proceeds  from  the  issuance  of  the  capital
securities  were  invested in  Provident's  8.75%  Junior  Subordinated
Debentures, due 2029.

Capital Resources

Total  stockholders'  equity at  December  31, 1999 and 1998 was $825.6
million and $703.9 million, respectively. The increase in stockholders'
equity  during 1999 was  primarily  the result of net income  exceeding
dividends paid for the year and the acquisition of OHSL Financial Corp.

During  1998,  Provident  announced  that its  Board of  Directors  had
authorized  the  purchase  of up to one  million  shares  (2.3%) of its
common stock.  The purchases  were to be made from time to time in open
market or in privately  negotiated  transactions  at the  discretion of
management.  The buy-back  plan was  cancelled  in August  1999.  Total
shares purchased under the buy-back program were 801,800 shares.  These
shares, along with newly issued shares, were used in the acquisition of
OHSL Financial Corp. in December 1999.

The dividend  payout to net income ratio was 26.13%,  30.72% and 28.15%
for 1999, 1998 and 1997, respectively.  Provident announced an increase
in its quarterly  common  dividend rate from $.22 per share to $.24 per
share beginning with the first quarter in 2000. In the first quarter of
1999,  Provident increased its quarterly common dividend rate from $.20
per share to $.22 per share.

Capital  adequacy  ratios are provided in the Selected  Financial  Data
Table and the Performance Summary Sections of this report.

Provident's capital expenditure program typically includes the purchase
of computer equipment and software,  branch additions and enhancements,
ATM additions and office building renovations. Capital expenditures for
2000 are  estimated  to be  approximately  $33  million and include the
purchase of data processing  hardware and software,  branch  additions,
renovations  and   enhancements,   facility   renovations,   and  ATMs.
Management  believes that currently  available funds and funds provided
by  normal   operations  will  be  sufficient  to  meet  these  capital
expenditure requirements.

                                  32
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

LIQUIDITY

Adequate liquidity is necessary to meet the borrowing needs and deposit
withdrawal requirements of customers as well as to satisfy liabilities,
fund  operations  and support asset  growth.  Provident has a number of
sources to provide for liquidity needs.  First,  liquidity needs can be
met by the liquid assets on its balance sheet such as cash and deposits
with other banks.  Additional  sources of liquidity include the sale of
investment securities and the sale of commercial and consumer loans and
leases. Another source for providing liquidity is the generation of new
deposits.  Provident may borrow both  short-term  and long-term  funds.
Provident has an additional $1.2 billion  available for borrowing under
a bank note program as the program was  increased  from $1.0 billion to
$1.5 billion in July 1999.  Approximately  $339.8  million of long-term
debt is due to be repaid during 2000.

Provident's  primary liquidity needs during 2000 will be the payment of
dividends to its preferred and common shareholders,  funds for activity
within  commercial  paper and interest  payments on long-term  debt and
Junior  Subordinated  Debentures.  The major  source of  liquidity  for
Provident  is  dividends  paid  to it by  its  subsidiaries.  Provident
received dividends of $60 million,  $51 million and $0 million in 1999,
1998 and 1997, respectively. The maximum amount available for dividends
that  may be  paid in 2000 to  Provident  by its  banking  subsidiaries
without  approval  is  approximately  $161.6  million,  plus  2000  net
earnings.  Management  believes that amounts available from the banking
subsidiaries   will  be  sufficient  to  meet   Provident's   liquidity
requirements  in  2000.  Under  the  Federal  Deposit  Insurance  Corp.
Improvement Act of 1991 ("FDICIA"),  an insured depository institution,
such as  Provident's  banking  subsidiaries,  would be prohibited  from
making capital distributions,  including the payment of dividends,  if,
after  making  such   distribution,   the   institution   would  become
"undercapitalized"  (as  such  term  is  defined  in  the  statute).  A
discussion of  restrictions  on transfer of funds from  subsidiaries to
Provident  Financial  is  presented  in Note 19,  included in "Notes to
Consolidated Financial Statements".

At December 31,  1999,  Provident  had $200 million in general  purpose
lines of credit with unaffiliated  banks. As of January 18, 2000, these
lines had not been used. An additional source of liquidity to Provident
is the sale of investment securities.

                                  33
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

ASSET SECURITIZATION ACTIVITY

Provident  securitizes  and  sells  many of the  loans  and  leases  it
originates.   Loan  sales  through  securitizations  provide  Provident
immediate  cash flows to fund  additional  loan  originations,  provide
future  cash  flows  generated  by the  payment  differentials  between
interest paid by the borrowers and interest  remitted to the investors,
and enhance current  operating  profits from gain on sale  recognition.
The following discusses the impact which asset securitization  activity
had on the  Consolidated  Statements  of Income,  Consolidated  Balance
Sheets and the credit quality of the securitized loans and leases.

IMPACT ON CONSOLIDATED  STATEMENTS OF INCOME:  Based on the asset type,
terms and structure of the  securitization  transaction,  a gain may be
recognized  immediately  upon the sale of the assets  and/or  income is
recognized  throughout  the life of the  securitization.  The following
table provides a summary of principal sold and gains recognized for the
various types of securitizations sold during the past three years:

<TABLE>
<CAPTION>
                                           1999                   1998                   1997
                                  -----------------------------------------------------------------
(In Thousands)                    Principal      Gain    Principal      Gain    Principal      Gain
---------------------------------------------------------------------------------------------------
<S>                              <C>          <C>       <C>          <C>       <C>          <C>
Non-cash Securitization Gains:
  Nonconforming Residential      $2,330,047   $73,304   $1,060,000   $36,337   $  844,120   $36,886
  Prime Consumer Home Equity        169,999     5,758      183,150     4,733      244,507    10,446
  Credit Card                       230,000     3,993            -         -            -         -
                                  ---------    ------    ---------    ------    ---------    ------
                                  2,730,046    83,055    1,243,150    41,070    1,088,627    47,332

Cash Securitization Gains:
  Equipment Leases                  223,764    13,164      211,276    13,429            -         -

Non-recognition of
 Securitization Gains:
  Automobile Leases                 858,815         -      351,185         -      342,255         -
  Warehouse Lending                 251,200         -      400,000         -            -         -
                                  ---------    ------    ---------    ------    ---------    ------
                                  1,110,015         -      751,185         -      342,255         -
                                  ---------    ------    ---------    ------    ---------    ------
Total Securitizations            $4,063,825   $96,219   $2,205,611   $54,499   $1,430,882   $47,332
                                 ==========   =======   ==========   =======   ==========   =======
</TABLE>

The  securitization and sale of nonconforming  residential,  prime home
equity  and  credit  card loans have  resulted  in the  recognition  of
non-cash gains. Under the structure of these securitizations, Provident
receives cash equal to the amount of loans sold. The  methodology  used
by Provident to calculate gains on the sale of these securities follow:

1. An amortization  schedule is created for the loan portfolio based on
   each loan's maturity, rate and balance.
2. The  amortization  schedule is  adjusted  using a  prepayment  speed
   curve. The prepayment curve estimates the actual timing of principal
   payments by mortgage  borrowers.
3. The net spread is  calculated  on the loan  portfolio  by taking the
   cash inflows (loan  portfolio  yield and  prepayment  penalties) and
   reducing  it by the cash  outflows  (bond  yield paid to  investors,
   servicing fees and other fees).  Prepayments reduce the average life
   of the portfolio,  which in turn reduces the net spread collected by
   Provident.
4. The  present  value of the net spread is  calculated  by  applying a
   discount   rate   indicative  of  the  risk   associated   with  the
   transaction.

                                  34
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

   o  In pre-1998 credit enhancement structures, the net spread is used
      to  create  excess   collateral  as  credit  support.   In  these
      transactions,  cash flow to Provident is delayed until the target
      over-collateralization is met and cash is released. This delay in
      cash receipts  reduces the present  value.
   o  Beginning  with the  March  1998  securitization,  Provident  has
      provided  credit  enhancement  in the  form  of an  upfront  cash
      reserve account.  Therefore  Provident does not experience delays
      in cash receipts.  The spread is not  subordinated to the losses.
      Losses are absorbed  directly in the cash reserve account instead
      of reducing the net spread.  In addition the cash reserve account
      is placed in a noninterest bearing checking account at Provident,
      whereby  no cash  outlay is  experienced  in the  funding  of the
      account.
5. The gain is calculated by taking the present value of the net spread
   on a relative  fair value basis and reducing it by the present value
   of the expected credit losses, underwriting expenses, accounting and
   legal fees and deferred  expenses paid to originate the loans.

Cash  gains  have  been recognized from the  securitization and sale of
equipment  leases.  Under  the  structure  of  these   securitizations,
Provident sells the lease payments under the lease contract but retains
ownership of the  underlying  equipment.  The cash  received from these
sales exceeds the present value of the lease payments and generates the
cash gain.

The  securitization  and sale of automobile leases do not result in the
recognition of gains. Under the structure of the sale of the automobile
leases, Provident sells the ownership of the automobiles and leases the
vehicles back from the investor in a sale-leaseback arrangement.  Lease
payments  paid by  Provident  to the  investor may be more or less than
that  received by Provident  from the consumer.  The  difference in the
lease payments,  net of credit losses and servicing fees, is recognized
as  net  operating  lease  income  or  expense  over  the  life  of the
securitization.  For the years ended December 31, 1999,  1998 and 1997,
net  operating  lease  revenue  recognized  on these  automobile  lease
securitizations was $8.4 million, $7.8 million and $0.4 million.  Sales
of mortgage  warehouse lines do not result in up-front gains due to the
short-term nature of the underlying assets sold.

                                  35
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Underlying  assumptions used in the  determination of future cash flows
on the loan and lease portfolios follow:

<TABLE>
<CAPTION>
                                   1999
                        Securitizations         Weighted Average of All Securitizations
                        ------------------------------------------------------------------------
                          Nonconforming   Nonconforming        Prime  Credit  Equipment     Auto
                            Residential     Residential  Home Equity   Cards    Leasing  Leasing
------------------------------------------------------------------------------------------------
<S>                           <C>             <C>          <C>        <C>         <C>      <C>
Assumptions Used:
 Prepayment Speed (1):
  Initial Rate                   13.41%          12.04%       10.00%    n/a        n/a      n/a
  Peak Rate                      35.00%          32.30%       30.00%    n/a        n/a      n/a
   Calculated Weighted
    Average Life of the

    Loan Portfolios           2.4 Years       2.7 Years    2.1 Years    n/a        n/a      n/a
 Estimated Credit
  Losses (2):
   Annual Basis                   1.10%           1.08%        0.19%   5.40%      1.00%    0.50%
   Percentage of
    Original Balance              2.70%           2.97%        0.41%   2.25%      1.96%    2.22%
 Discount Rate                   12.00%          11.85%       10.27%  12.00%      9.94%     n/a
<FN>
(1)    Provident  applies an annual  prepayment  model that adjusts the
       monthly   speeds  to  account  for  declining   loan   balances.
       Nonconforming  residential  loans  typically  experience  higher
       prepayment    speeds   compared   to   conforming   loans.   For
       nonconforming  residential  loans,  Provident  uses a prepayment
       curve that applies a 10%  prepayment  rate to new loans  (higher
       for  seasoned  loans)  and  ramps  up to 35%  after  12  months.
       Provident  continues  to use the  35%  prepayment  rate  for the
       remainder of the portfolio life.
(2)    Provident  applies a cumulative  static pool  approach to credit
       losses.  Higher  prepayment  speeds and shorter average lives do
       not alter the cumulative  credit loss  assumption.  As a result,
       higher prepayment speeds increase the annualized losses.
</FN>
</TABLE>

Gain  on  sale  accounting  requires  management  to  make  assumptions
regarding  prepayment speeds and credit losses for the securitized loan
and  lease  pools.  In  general,  Provident's  securitized  pools  have
performed  better  than the  initial  estimates.  Therefore  management
believes these  estimates to be  conservative.  The  performance of the
pools are extensively  monitored,  and adjustments to these assumptions
will be made if necessary.

No  assurance  can be given  that the  level of loan  originations  and
acquisitions  will continue to permit the  recognition of such gains on
sales of loans in the future. The percentage gains may also be affected
by changing conditions in the asset-backed markets upon which Provident
has no control.

Provident  retains the servicing of the loans and leases it securitizes
and sells.  As a result,  a significant  level of assets is serviced by
Provident,  which do not appear on its balance sheet. These off-balance
sheet assets were  primarily  responsible  for the  generation of $29.2
million,  $5.9 million and $1.8 million in loan  servicing  fees during
1999, 1998 and 1997, respectively.

                                  36
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

Nonconforming residential loans, originated or acquired by the Mortgage
Banking  business line,  have been  securitized and sold on a quarterly
basis since 1996. Major  characteristics of these  nonconforming  loans
include:  55% with an "A" credit grade and 30% with a "B" credit grade;
68% with full  documentation;  68% have prepayment  penalties;  96% are
secured by first  mortgages;  91% are owner occupied;  and, on average,
have a 79% loan-to-value ratio.

A summary of  nonconforming  residential  loans  originated by year and
loans outstanding as of year-end is provided below by loan type for the
past three years:

                                                   December 31,
                                        ----------------------------------
(In Thousands)                                1999         1998       1997
--------------------------------------------------------------------------

Originations for the Year Ending:
 Fixed Rate, Fully Amortizing           $  868,363   $  337,846   $141,305
 Fixed Rate, 15-Year Balloon Payments      556,768      176,838    101,518
                                        ----------   ----------   --------
  Total Fixed Rate Loans                 1,425,131      514,684    242,823
 Adjustable, Six-Month LIBOR                 9,760       28,871    143,512
 Adjustable Rate, 3/27 Loans               804,387      446,839    351,125
 Adjustable Rate, 2/28 Loans                89,224       69,544     98,437
 Adjustable Rate, 5/25 Loans                 1,636          318      8,433
                                        ----------   ----------   --------
  Total Adjustable Rate Loans              905,007      545,572    601,507
                                        ----------   ----------   --------
   Total Originations                   $2,330,138   $1,060,256   $844,330
                                        ==========   ==========   ========

Loans Outstanding as of:
 Fixed Rate, Fully Amortizing           $1,164,437   $  431,384   $154,918
 Fixed Rate, 15-Year Balloon Payments      708,246      258,012    130,983
                                        ----------   ----------   --------
  Total Fixed Rate Loans                 1,872,683      689,396    285,901
 Adjustable, Six-Month LIBOR                66,187      110,680    166,899
 Adjustable Rate, 3/27 Loans             1,280,093      722,258    415,707
 Adjustable Rate, 2/28 Loans               168,016      139,245     98,794
 Adjustable Rate, 5/25 Loans                 6,200        8,780     11,702
                                        ----------   ----------   --------
  Total Adjustable Rate Loans            1,520,496      980,963    693,102
                                        ----------   ----------   --------
   Total Outstanding                    $3,393,179   $1,670,359   $979,003
                                        ==========   ==========   ========

The following table estimates the differences in the recognition of net
income for the Mortgage Banking business line over the past three years
based on having  securitized its loan portfolio as reported  (including
gain  on sale of  loans),  and as if the  loans  had  been  held in the
portfolio and interest  recognized as earned (excluding gain on sale of
loans). The differences, primarily in the areas of net interest income,
gain on sale of loans,  servicing fee income and provision expense, are
a matter of timing and not total income to be recorded over the life of
the loans.

                                  37
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                          Year Ended 1999         Year Ended 1998         Year Ended 1997
                        -------------------------------------------------------------------
                           As          As         As           As         As           As
(In Thousands)          Reported     Earned    Reported      Earned    Reported      Earned
-------------------------------------------------------------------------------------------
<S>                    <C>         <C>         <C>         <C>         <C>         <C>
Net Interest Income    $ 22,462    $107,604    $ 23,767    $ 61,772    $  7,885    $ 26,734
Loan Loss Provision      (4,220)    (25,496)     (3,462)    (14,598)     (2,626)     (9,894)
                       --------    --------    --------    --------    --------    --------
                         18,242      82,108      20,305      47,174       5,259      16,840
Noninterest Income       99,773      17,363      49,199       9,278      45,678      10,858
Noninterest Expense     (57,648)    (57,648)    (46,895)    (46,895)    (27,158)    (27,158)
                       --------    --------    --------    --------    --------    --------
 Income Before Taxes     60,367      41,823      22,609       9,557      23,779         540
Income Taxes            (21,371)    (14,805)     (8,004)     (3,383)     (8,292)       (188)
                       --------    --------    --------    --------    --------    --------
 Net Income            $ 38,996    $ 27,018    $ 14,605    $  6,174    $ 15,487    $    352
                       ========    ========    ========    ========    ========    ========
</TABLE>

IMPACT  ON   CONSOLIDATED   BALANCE   SHEETS:   The  impact   from  the
securitization  and sale of  various  loans and  leases  can be seen in
several areas of Provident's  balance sheet.  The most  significant has
been the  removal  of loans and  leases  that  Provident  continues  to
service.  The following  table provides a summary of these  off-balance
sheet managed assets:

                                        December 31,
                            ------------------------------------
(In Thousands)                    1999         1998         1997
----------------------------------------------------------------
Nonconforming Residential   $3,393,179   $1,670,359   $  979,003
Auto Leases                  1,366,598      648,928      219,259
Prime Home Equity              398,882      313,445      334,425
Equipment Leases               298,161      187,654            -
Warehouse                      251,200      400,000            -
Credit Card                    230,000            -            -
                            ----------   ----------   ----------
                            $5,938,020   $3,220,386   $1,532,687
                            ==========   ==========   ==========

In connection with the recognition of non-cash gains, the present value
of future cash flows,  referred to as retained  interest in securitized
assets   ("RISA"),   are  recorded  as  assets  within  the  investment
securities line item of the consolidated balance sheets.  Components of
the RISA as of December 31, 1999 follow:

<TABLE>
<CAPTION>
                                                        Nonconforming         Prime
(In Thousands)                                            Residential   Home Equity
-----------------------------------------------------------------------------------
<S>                                                          <C>            <C>
Estimated Cash Flows of Underlying Loans, Net of
  Payments to Certificate Holders                            $497,560       $32,270
Less:
  Estimated Credit Loss (1)                                   (19,904)         (711)
  Servicing and Insurance Expense                             (54,918)       (4,569)
  Discount to Present Value                                   (66,538)       (3,235)
                                                             --------       -------
Carrying Value of Retained Interest in Securitized Assets    $356,200       $23,755
                                                             ========       =======
<FN>
(1) Only the  pre-1998  securitizations  provide  for  estimated  credit
    losses  within  the  cash  flows  of the  RISA.  Information  on all
    estimated  credit  losses is  presented  in the  "Credit  Quality of
    Securitized Assets" section of "Management's Discussion and Analysis
    of   Financial   Condition   and  Results  of   Operations  -  Asset
    Securitization Activity" immediately following this table.
</FN>
</TABLE>

                                  38
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

CREDIT QUALITY OF SECURITIZED  ASSETS:  The following  table presents a
summary of various  indicators  of the  credit  quality of  off-balance
sheet loans and leases as of and for the year ended December 31, 1999:

<TABLE>
<CAPTION>
(Dollars in              Nonconforming   Prime Home   Equipment         Auto     Credit   Warehouse
 Thousands)             Residential(1)    Equity(1)   Leases(1)    Leases(2)   Cards(2)      (2)
 --------------------------------------------------------------------------------------------------
<S>                         <C>            <C>         <C>          <C>        <C>         <C>
For the Year Ended:
 Average Securitized
  Assets                    $2,361,001     $309,624    $270,384   $  921,688   $161,667    $318,493
 Net Charge-Offs                19,126          593       6,255        3,297      8,653           -
 Net Charge-Offs
  to Average
  Securitized Assets              0.81%        0.19%       2.31%        0.36%      5.35%       0.00%
As of Year-End:
 Securitized Assets         $3,393,179     $398,882    $298,161   $1,366,598   $230,000    $251,200
 Estimated Credit
  Losses Provided For           99,567        2,023      12,799        1,136        395         251
 Estimated Credit
  Losses to Year-End
  Securitized Assets              2.93%        0.51%       4.29%        0.08%      0.17%       0.10%
 Estimated Credit
  Loss Rates:
  Annual Basis                    1.08%        0.19%       1.00%        0.50%      5.40%         n/a
  Percentage of
   Original Balance               2.97%        0.41%       1.96%        2.22%      2.25%         n/a
 Delinquency Rates:
  30 to 89 Days                   2.58%        1.28%       2.60%        0.33%      1.65%       7.18%
  90 or More                      5.23%        0.17%       1.49%        0.08%      1.25%       3.68%
<FN>
(1)    Estimates for credit losses on nonconforming  residential loans,
       prime home equity loans and equipment  leases are  determined at
       the time of sale. The estimated credit loss balance for pre-1998
       securitizations   are  contained  within  the  RISA.  Since  the
       beginning   of  1998,   Provident   has   provided   for  credit
       enhancements to its  securitizations in the form of cash reserve
       accounts that are funded at closing. Generally, the cash reserve
       accounts,   referred  to  as  "Receivables  from  Securitization
       Trusts" on the  Consolidated  Balance  Sheets,  are deposited at
       Provident.  Credit  losses are absorbed  directly  against these
       receivables from securitization  trusts. The remaining funds not
       used to cover such  losses are  returned to  Provident  over the
       term of the  securitization.  Provident  estimates the amount of
       credit losses based upon loan credit grades, collateral,  market
       conditions and other pertinent  factors.  Detail of the December
       31,  1999 and 1998  receivables  from  securitization  trusts is
       provided in  "Management's  Discussion and Analysis of Financial
       Condition  and  Results  of   Operations  -   Receivables   from
       Securitization Trusts and Other Assets".

(2)    Estimates  for credit  losses on auto  leases,  credit cards and
       warehouse  loans are  provided  for  throughout  the life of the
       securitization.   The  loss   estimates   are  accrued   monthly
       increasing the estimate,  while the charge-offs of uncollectible
       balances  reduce  the  estimate.   The  loss  estimate   balance
       represents  that amount by which actual losses to date have been
       less  than  estimated  losses  to  date.  The loss  estimate  is
       included in the Accrued  Interest and Other  Liabilities line of
       the Consolidated Balance Sheets.
</FN>
</TABLE>

                                  39
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

MARKET RISK MANAGEMENT

The responsibility of monitoring and managing market and liquidity risk
at Provident is assigned to the Asset Liability Committee ("ALCO"). The
Market  and  Liquidity  Risk  Unit  provides  ALCO  with the  necessary
analysis  and  reports.  The main  source of market risk is the risk of
loss in the value of  financial  instruments  that may result  from the
changes in interest  rates.  ALCO is bound to guidelines  stated in the
relevant policies approved by the Board of Directors.

In  addition,  ALCO  is  responsible  for  liquidity  risk  management.
Provident offers a wide variety of retail deposit products to provide a
stable  source  for  funding  loan  growth.  To  supplement  its retail
deposits,  Provident  utilizes  various sources of wholesale  deposits.
Borrowing  through the Federal  Home Loan Bank and  offering  short and
medium  term  deposits  to  institutional  investors  are  part of this
strategy.  Asset  securitizations  and conduit  funding  supplement the
on-balance  sheet sources.  Through term and  commercial  paper conduit
markets,  Provident  has the  ability to take  advantage  of the liquid
asset-backed  securities  market.  In  addition,  in  order to meet any
unexpected  changes  in  asset  and  liability   positions,   Provident
maintains  a liquid  investment  portfolio  that may be used as a ready
source of funds.

Interest rate risk  management  guidelines and policies are approved by
the Board of Directors. ALCO is responsible for monitoring and managing
the interest rate risk of both the balance sheet and off-balance  sheet
financial  instruments.  The Market  and  Liquidity  Risk  Unit,  as an
extension  of ALCO,  utilizes  asset/liability  simulation  to  monitor
interest rate risk.  The  simulation  model  measures the impact on net
interest income due to changes in the yield curve,  and performs stress
tests  on  net  interest   income.   The  Interest   Rate  Risk  Policy
specifically  states the boundaries  for the percentage  changes in net
interest  income.  The Board of Directors  also approves the limits for
changes  in the  market  value of  equity.  This is the  change  in the
difference  between the  discounted  value of assets and the discounted
value of liabilities.  The impairment or the improvement is measured as
a percentage of total assets. Again, the Market and Liquidity Risk Unit
monitors this ratio on a monthly basis.

In  addition  to  the  natural  balance  sheet  hedges,  ALCO  utilizes
off-balance  sheet  instruments to manage interest rate risk.  Interest
rate swaps are the most widely used tool to manage  interest rate risk,
but  from  time to time  interest  rate  caps  and  floors  may also be
utilized.  Provident has used off-balance sheet tools effectively for a
number of years and has developed the necessary expertise and knowledge
to achieve a safe and sound interest rate risk management process.

                                  40
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

The following table summarizes the change to net interest income,  as a
percentage, over the next 12-month period based on an instantaneous and
permanent change in the pricing of all interest rate sensitive  assets,
liabilities and off-balance sheet financial agreements.  The effects of
these interest rate  fluctuations  are considered worst case scenarios,
as the analysis does not give  consideration  to any  management of the
new interest rate  environment.  These tests are performed on a monthly
basis and the results are presented to the Board of Directors.

                                     1999           1998
     ---------------------------------------------------
     100 Basis Points Decrease        0.2%           2.4%
     100 Basis Points Increase       (0.1)          (2.6)

     200 Basis Points Decrease        0.4            4.6
     200 Basis Points Increase       (0.5)          (5.2)


OFF-BALANCE SHEET FINANCIAL AGREEMENTS

Provident employs  derivatives,  such as interest rate swaps,  interest
rate caps, forward contracts and financial futures contracts  primarily
to  manage  the  interest  rate  risk  inherent  in  Provident's   core
businesses.

Provident  uses  interest rate swaps as its primary  off-balance  sheet
financial   instrument.   At  December   31,   1999,   Provident   held
approximately  $4.5  billion in  interest  rate  swaps  that  typically
convert a fixed rate  obligation  into a shorter  repricing  frequency.
Approximately $2.6 billion are pay variable/receive fixed swaps used to
convert long-term fixed rate deposit and debt liabilities to a floating
interest rate, based on LIBOR.

Interest rate swaps in which Provident pays a fixed rate of interest in
exchange for receiving a floating  interest rate of LIBOR or prime rate
are  used  to  manage   the   interest   rate  risk   associated   with
securitizations, long-term fixed rate commercial real estate loans, and
the value of assets to be acquired in pending  acquisitions.  Provident
had $1.9 billion of pay  fixed/receive  variable rate swaps at December
31, 1999.

Provident  manages  the credit risk in these  transactions  through its
counterparty credit policy, which limits transactions to counterparties
classified  as investment  grade by the rating  agencies of Moody's and
Standard & Poor's.  Generally,  Provident requires bilateral collateral
agreements  as a  technique  to reduce  credit  risk.  These  bilateral
collateral   agreements  have  threshold   credit  limits  above  which
investment   securities   must  be  pledged  as   collateral   for  the
mark-to-market.  At December 31,  1999,  Provident  pledged  investment
securities  with a  carrying  value of $139  million as  collateral  to
counterparties  to cover the  mark-to-market.  As a second  credit risk
measure, Provident utilizes bilateral netting of interest payments. The
frequency  and timing of the  interest  payments  are  matched  between
counterparties, thereby minimizing the credit exposure.

                                  41
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

At December  31,  1999,  there were no past due amounts on any interest
rate swap  contracts.  Provident  has never  experienced  a credit loss
related  to an  off-balance  sheet  financial  agreement,  and does not
reserve for credit losses on these transactions.

The following  table shows the changes in interest rate swap agreements
for the years ending December 31, 1999 and 1998. The notional amount of
interest  rate swaps  increased  during  1999 as a result of  acquiring
additional hedges on its securitizations.

     (In Millions)                                1999      1998
     -----------------------------------------------------------
     Beginning Notional Amount                  $1,796    $1,545
     New Contracts                               3,896       869
     Called / Matured / Terminated Contracts    (1,220)     (618)
                                                ------    ------
     Ending Notional Amount                     $4,472    $1,796
                                                ======    ======

From time to time,  Provident  uses  forward  contracts  and  financial
futures  contracts to manage  interest rate risk in a manner similar to
interest rate swap agreements.  At December 31, 1999, Provident did not
have a significant exposure of these types of derivatives.

During 1998, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging Activities".  This SFAS establishes
accounting  and  reporting   standards  for   derivative   instruments,
including certain derivative  instruments  embedded in other contracts,
and for hedging activities.  It requires that derivatives be recognized
as either  assets or  liabilities  on the balance  sheet and to measure
those  instruments  at fair value.  The  accounting of the gain or loss
resulting  from the change in fair value depends on the intended use of
the derivative. For a derivative used as a hedging instrument, the gain
or loss on the derivative will be recognized in earnings  together with
the  offsetting  loss or gain  on the  hedged  item.  This  results  in
earnings  recognition for only the amount that the hedge is ineffective
in  achieving   offsetting   changes  in  fair  value.  SFAS  No.  137,
"Accounting  for  Derivative   Instruments  and  Hedging  Activities  -
Deferral of the Effective Date of FASB Statement No. 133" was issued in
1999.  This SFAS delays the  provisions  of SFAS No. 133 from  becoming
effective until January 1, 2001.

Generally,  Provident  uses its  derivatives  as  hedging  instruments.
Management  believes that its hedges are highly  effective and that the
adoption  of this SFAS will not have a material  impact on  Provident's
financial position or the results of its operations.

                                  42
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                       AND RESULTS OF OPERATIONS

YEAR 2000 COMPLIANCE

The Year 2000 issue arose because many existing  computer  programs use
only two digits to  identify a year in the date field.  These  programs
were  designed  and  developed  without  considering  the impact of the
upcoming  change  in the  century.  If  not  corrected,  many  computer
applications could fail or create erroneous results before,  during and
after January 1, 2000.

During 1999, Provident completed its preparation for the Year 2000 date
change.   Preparation   included  testing  and  remediating   mainframe
application  codes;  testing and  upgrading  PC software  applications,
spreadsheets and databases; soliciting Year 2000 compliance information
on its environmental  and other embedded systems;  monitoring Year 2000
readiness of third party interdependencies,  vendors and borrowers; and
developing  contingency  plans in case of system failures.  To date, no
significant  Year 2000  compliance  problems have been detected.  Since
inception, Provident expensed $8.7 million on its Year 2000 compliance,
including $2.3 million during 1999.

Provident  will  continue  to monitor  all of its  business  processes,
including  interaction  with its  customers,  vendors and other outside
parties  throughout 2000 to address any issues and ensure all processes
continue to function properly.

                                  43
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------

See Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Market Risk Management".


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

                     INDEX TO FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors .................. 45

Financial Statements:

Provident Financial Group, Inc. and Subsidiaries

    Consolidated Balance Sheets .................................... 46
    Consolidated Statements of Income .............................. 47
    Consolidated Statements of Changes in Shareholders' Equity ..... 48
    Consolidated Statements of Cash Flows .......................... 49
    Notes to Consolidated Financial Statements ..................... 50

Supplementary Data:

Quarterly Consolidated Results of Operations (unaudited) ........... 75
Pro-forma Information of Pending Acquisition (unaudited) ........... 76

                                   44
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES


           REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
           -------------------------------------------------

Board of Directors
Provident Financial Group, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of
Provident  Financial  Group,  Inc. and  subsidiaries as of December 31,
1999 and 1998,  and the  related  consolidated  statements  of  income,
changes  in  shareholders'  equity and cash flows for each of the three
years in the period ended December 31, 1999. These financial statements
are the responsibility of the management of Provident  Financial Group,
Inc.  Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that
we plan and  perform  the audit to obtain  reasonable  assurance  about
whether the financial statements are free of material misstatement.  An
audit  includes  examining,  on a test basis,  evidence  supporting the
amounts and  disclosures  in the  financial  statements.  An audit also
includes  assessing  the  accounting  principles  used and  significant
estimates  made  by  management,  as  well as  evaluating  the  overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material  respects,  the consolidated  financial
position  of  Provident  Financial  Group,  Inc.  and  subsidiaries  at
December  31,  1999 and 1998,  and the  consolidated  results  of their
operations  and their  cash  flows  for each of the three  years in the
period  ended  December  31,  1999,  in  conformity   with   accounting
principles generally accepted in the United States of America.

                                             /s/ ERNST & YOUNG LLP




Cincinnati, Ohio
January 18, 2000

                                   45
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                December 31,
                                                         ------------------------
(Dollars in Thousands)                                         1999          1998
---------------------------------------------------------------------------------
<S>                                                      <C>            <C>
ASSETS
  Cash and Due from Banks                                $  280,136    $  267,441
  Federal Funds Sold and Reverse Repurchase Agreements       82,000        60,000
  Trading Account Securities                                      -        50,333
  Investment Securities Available for Sale
   (amortized cost - $2,094,483 and $1,528,008)           2,019,392     1,514,153
  Loans and Leases:
    Corporate Lending:
      Commercial                                          3,979,796     3,270,675
      Mortgage                                              474,456       436,127
      Construction                                          547,930       437,563
      Lease Financing                                       391,529       243,722
    Consumer Lending:
      Instalment                                            444,637       621,357
      Residential - Held for Sale                           123,800       190,707
      Lease Financing                                       361,907       423,354
                                                         ----------    ----------
        Total Loans and Leases                            6,324,055     5,623,505
      Reserve for Loan and Lease Losses                     (90,853)      (75,907)
                                                         ----------    ----------
        Net Loans and Leases                              6,233,202     5,547,598
  Leased Equipment                                          171,258       167,006
  Premises and Equipment                                     87,976        78,621
  Receivables from Securitization Trusts                    355,222       104,896
  Other Assets                                              494,087       344,939
                                                         ----------    ----------
                                                         $9,723,273    $8,134,987
                                                         ==========    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities:
    Deposits:
      Noninterest Bearing                                $1,174,606    $  669,840
      Interest Bearing                                    5,463,962     4,657,481
                                                         ----------    ----------
        Total Deposits                                    6,638,568     5,327,321
    Short-Term Debt                                         975,835       807,503
    Long-Term Debt                                          836,403       934,294
    Guaranteed Preferred Beneficial Interests in
     Company's Junior Subordinated Debentures               220,069        98,879
    Accrued Interest and Other Liabilities                  226,745       263,136
                                                         ----------    ----------
        Total Liabilities                                 8,897,620     7,431,133
  Shareholders' Equity:
    Preferred Stock, 5,000,000 Shares Authorized:
     Series D, 70,272 Issued                                  7,000         7,000
    Common Stock, No Par Value, 110,000,000 Shares
     Authorized, 44,085,929 and 43,345,149 Issued            13,050        12,805
    Capital Surplus                                         254,737       224,745
    Retained Earnings                                       599,675       489,751
    Treasury Stock, 0 and 572,700 Shares                          -       (21,425)
    Accumulated Other Comprehensive Loss                    (48,809)       (9,022)
                                                         ----------    ----------
        Total Shareholders' Equity                          825,653       703,854
                                                         ----------    ----------
                                                         $9,723,273    $8,134,987
                                                         ==========    ==========
</TABLE>

See notes to consolidated financial statements.

                                   46
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME

                                                    Year Ended December 31,
                                              --------------------------------
(In Thousands, Except Per Share Data)             1999        1998        1997
------------------------------------------------------------------------------
Interest Income:
 Interest and Fees On Loans and Leases        $565,515    $525,827    $492,114
 Interest on Investment Securities             104,322     100,122      78,826
 Other Interest Income                           4,132       7,811         872
                                              --------    --------    --------
   Total Interest Income                       673,969     633,760     571,812
Interest Expense:
 Interest on Deposits:
  Savings and Demand Deposits                   55,583      50,163      27,670
  Time Deposits                                186,581     172,143     193,779
                                              --------    --------    --------
   Total Interest on Deposits                  242,164     222,306     221,449
 Interest on Short-Term Debt                    59,726      70,958      35,640
 Interest on Long-Term Debt                     46,952      45,141      43,461
 Interest on Junior Subordinated Debentures     13,200       8,662       8,662
                                              --------    --------    --------
  Total Interest Expense                       362,042     347,067     309,212
                                              --------    --------    --------
   Net Interest Income                         311,927     286,693     262,600
Provision for Loan and Lease Losses            (48,162)    (31,200)    (44,750)
                                              --------    --------    --------
 Net Interest Income After Provision for
  Loan and Lease Losses                        263,765     255,493     217,850
Noninterest Income:
 Service Charges on Deposit Accounts            31,589      27,242      24,752
 Other Service Charges and Fees                 70,029      43,873      29,080
 Operating Lease Income                         40,902      37,481      26,207
 Warrant Gains                                   9,147      15,354      12,782
 Gain on Sales of Loans and Leases              98,860      63,733      54,318
 Security Gains                                     71      12,940       9,713
 Other                                          19,880      22,364      15,806
                                              --------    --------    --------
  Total Noninterest Income                     270,478     222,987     172,658
Noninterest Expenses:
 Salaries, Wages and Benefits                  145,948     124,639     101,454
 Depreciation on Operating Lease Equipment      23,076      21,662      17,667
 Occupancy                                      17,506      16,951      12,744
 Professional Fees                              19,262      18,276      14,912
 Equipment Expense                              23,482      20,771      15,208
 Charges and Fees                               15,144      14,317      12,652
 Special Charges and Exit Costs                      -      22,005           -
 Other                                          63,737      63,785      51,341
                                              --------    --------    --------
  Total Noninterest Expenses                   308,155     302,406     225,978
                                              --------    --------    --------
Income Before Income Taxes                     226,088     176,074     164,530
Applicable Income Taxes                         79,695      61,122      57,093
                                              --------    --------    --------
  Net Income                                  $146,393    $114,952    $107,437
                                              ========    ========    ========

Basic Earnings Per Common Share               $   3.40    $   2.66    $   2.59
Diluted Earnings Per Common Share                 3.29        2.56        2.45

See notes to consolidated financial statements.

                                   47
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                                                                    Other
(In Thousands,                 Preferred       Common     Capital     Retained   Treasury   Comprehensive
 Except Per Share Data)            Stock        Stock     Surplus     Earnings      Stock   Income/(Loss)     Total
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>         <C>        <C>          <C>         <C>            <C>       <C>
Balance at January 1, 1997        $7,000      $11,973    $160,586     $330,211    $     -        $  3,980  $513,750

  Net Income                                                           107,437                              107,437
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                          (3,988)   (3,988)
                                                                                                           --------
      Comprehensive Income                                                                                  103,449

  Cash Dividends Declared
    on Common Stock,
    $.72 Per Share                                                     (29,535)                             (29,535)
  Cash Dividends Declared
    on Preferred Stock,
    $10.13 Per Share                                                      (712)                                (712)
  Exercise of Stock Options                       223      15,845                                            16,068
  Acquisitions                                    286      20,105        2,702                        143    23,236
  Other                                                        81            4                                   85

                                  ------      -------    --------     --------    -------        --------  --------
Balance at December 31, 1997       7,000       12,482     196,617      410,107          -             135   626,341

  Net Income                                                           114,952                              114,952
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                          (9,157)   (9,157)
                                                                                                           --------
      Comprehensive Income                                                                                  105,795

  Cash Dividends Declared
    on Common Stock,
    $.80 Per Share                                                     (34,518)                             (34,518)
  Cash Dividends Declared
    on Preferred Stock,
    $11.25 Per Share                                                      (790)                                (790)
  Exercise of Stock Options                       298      25,000                                            25,298
  Purchase of Treasury Stock                                                      (21,425)                  (21,425)
  Distribution of Contingent
   Shares for Prior Year
   Acquisition                                     25       3,128                                             3,153

                                  ------      -------    --------     --------    -------        --------  --------
Balance at December 31, 1998       7,000       12,805     224,745      489,751    (21,425)         (9,022)  703,854

  Net Income                                                           146,393                              146,393
  Change in Unrealized
    Gains (Losses) on
    Marketable Securities                                                                         (39,787)  (39,787)
                                                                                                           --------
      Comprehensive Income                                                                                  106,606

  Cash Dividends Declared
    on Common Stock,
    $.88 Per Share                                                     (37,378)                             (37,378)
  Cash Dividends Declared
    on Preferred Stock,
    $12.38 Per Share                                                      (870)                                (870)
  Exercise of Stock Options                        53       4,088                                             4,141
  Purchase of Treasury Stock                                                       (8,645)                   (8,645)
  Acquisition                                     169      22,191        1,779     30,070                    54,209
  Distribution of Contingent
   Shares for Prior Year
   Acquisition                                     23       3,232                                             3,255
  Deferred Compensation
   Tax Adjustment                                             481                                               481

                                  ------      -------    --------     --------    -------        --------  --------
Balance at December 31, 1999      $7,000      $13,050    $254,737     $599,675    $     -        $(48,809) $825,653
                                  ======      =======    ========     ========    =======        ========  ========
</TABLE>

See notes to consolidated financial statements.

                                   48
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Year Ended December 31,
                                                          -----------------------------------------
(In Thousands)                                                   1999           1998           1997
---------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>
Operating Activities:
 Net Income                                               $   146,393    $   114,952    $   107,437
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Provision for Loan and Lease Losses                         48,162         31,200         44,750
   Amortization of Goodwill                                     1,617          1,688          1,648
   Other Amortization and Accretion                           (20,217)       (10,633)        (2,042)
   Depreciation of Leased Equipment
    and Premises and Equipment                                 43,067         38,626         29,723
   Realized Investment Security Gains                             (71)       (12,940)        (9,713)
   Proceeds From Sale of Loans Held for Sale                2,483,213      1,384,836      1,189,857
   Origination of Loans Held for Sale                      (2,460,853)    (1,468,591)      (952,060)
   Realized Gains on Residential Loans Held for Sale          (75,389)       (41,704)       (43,716)
   (Increase) Decrease in Trading Account Securities           15,737        (15,737)             -
   (Increase) Decrease in Interest Receivable                 (18,597)       (10,056)           607
   Increase in Other Assets                                   (48,267)       (32,054)      (150,000)
   Increase (Decrease) in Interest Payable                     (2,640)         3,456           (275)
   Deferred Income Taxes                                       18,579         (1,199)        18,828
   Increase (Decrease) in Other Liabilities                   (42,398)        67,202          1,699
                                                          -----------    -----------    -----------
    Net Cash Provided by Operating Activities                  88,336         49,046        236,743
                                                          -----------    -----------    -----------
Investing Activities:
 Investment Securities Available for Sale:
  Proceeds from Sales                                         427,275      4,098,626      2,288,053
  Proceeds from Maturities and Prepayments                    238,706        700,914        126,889
  Purchases                                                  (784,879)    (4,809,785)    (2,627,773)
 Increase in Receivables Due From Securitization Trusts      (250,326)      (104,896)             -
 Proceeds from Sale-Leaseback Transactions                    858,815        351,185        330,000
 Net Increase in Loans and Leases                          (1,727,750)      (940,693)      (238,863)
 Net Increase in Operating Lease Equipment                    (27,327)       (76,273)       (34,918)
 Net Increase in Premises and Equipment                       (26,841)       (24,126)       (30,305)
 Acquisitions                                                     791              -         13,632
                                                          -----------    -----------    -----------
  Net Cash Used in Investing Activities                    (1,291,536)      (805,048)      (173,285)
                                                          -----------    -----------    -----------
Financing Activities:
 Net Increase in Deposits of Securitization Trusts            294,843        131,623              -
 Net Increase (Decrease) in Deposits                          825,600        499,400        (78,206)
 Net Increase (Decrease) in Short-Term Debt                   202,928        (33,218)       206,305
 Principal Payments on Long-Term Debt                        (164,323)       (45,700)      (214,406)
 Proceeds from Issuance of Long-Term Debt and
  Company's Junior Subordinated Debentures                    121,118        286,532         34,440
 Cash Dividends Paid                                          (38,248)       (35,308)       (30,247)
 Purchase of Treasury Stock                                    (8,645)       (21,425)             -
 Proceeds from Exercise of Stock Options                        4,141         25,298         16,068
 Net Increase in Other Equity Items                               481              -             82
                                                          -----------    -----------    -----------
  Net Cash Provided by (Used In) Financing Activities       1,237,895        807,202        (65,964)
                                                          -----------    -----------    -----------
   Increase (Decrease) in Cash and Cash Equivalents            34,695         51,200         (2,506)
Cash and Cash Equivalents at Beginning of Period              327,441        276,241        278,747
                                                          -----------    -----------    -----------
   Cash and Cash Equivalents at End of Period             $   362,136    $   327,441    $   276,241
                                                          ===========    ===========    ===========



Supplemental Disclosures of Cash Flow Information:
 Cash Paid for:
  Interest                                                $   364,683    $   343,611    $   309,488
  Income Taxes                                                 43,495         36,371         27,375
 Non-Cash Activity:
  Transfer of Loans and Premises and Equipment
   to Other Real Estate                                         5,164          3,213         13,098
  Common and Treasury Stock Issued in Acquisitions             54,209              -         20,391
  Residual Interest in Securitized Assets
   Created from the Sale of Loans                             220,566        137,319        106,269
</TABLE>

See notes to consolidated financial statements.

                                   49
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE   1.   -   ORGANIZATION   AND   ACQUISITIONS:   Provident   is   a
Cincinnati-based  bank  holding  company  which owns and  operates  two
banking subsidiaries, The Provident Bank and Provident Bank of Florida.
(The  Provident  Bank of Kentucky was merged into The Provident Bank on
March 23, 1998.) While Provident  banking  subsidiaries  are located in
Ohio,  northern Kentucky and southwest Florida, it provides services to
customers on a national basis.

In December 1999,  Provident purchased OHSL Financial Corp., the parent
of Oak Hills  Savings and Loan Company,  F.A.,  for  approximately  1.4
million shares of Provident  Common Stock having an aggregate  value of
$54.2 million. Oak Hills, which had six branches located in Cincinnati,
was merged with The Provident  Bank. The  acquisition was accounted for
as  a  purchase  transaction  with  $29.6  million  of  goodwill  being
recorded.   Pro-forma   results  of   operations  as  though  the  OHSL
acquisition  had  occurred  at the  beginning  of the  period  are  not
provided  due to the  immaterial  effects it would have on  Provident's
financial statements taken as a whole.

NOTE  2.  -  ACCOUNTING  POLICIES:   The  following  is  a  summary  of
significant accounting policies:

BASIS OF PRESENTATION:  The consolidated  financial  statements include
the accounts of Provident and its subsidiaries, all of which are wholly
owned.  Certain  estimates are required to be made by management in the
preparation of the consolidated  financial  statements.  Actual results
may differ from those estimates.  All significant intercompany balances
and transactions have been eliminated.  Certain  reclassifications have
been made to conform to the current year presentation.

STATEMENTS  OF CASH FLOWS:  For cash flow  purposes,  cash  equivalents
include  amounts  due from banks and  federal  funds  sold and  reverse
repurchase  agreements.  Generally,  federal  funds  sold  and  reverse
repurchase agreements are purchased and sold for one-day periods.

SECURITIES: Securities are classified as available for sale or trading.
Securities classified as available for sale are intended to be held for
indefinite  periods of time.  These securities are stated at fair value
with unrealized  gains and losses (net of taxes) reported as a separate
component of shareholders' equity.

Securities  purchased  with the  intention  of selling them in the near
term are  classified as trading.  These  securities are carried at fair
value  with  unrealized  gains  and  losses  included  in  "Noninterest
Income".  The specific  identification  method is used for  determining
gains and losses from securities transactions.

                                   50
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LOANS AND LEASES:  Loans are generally  stated at the principal  amount
outstanding, net of unearned income. Loans that are intended to be sold
within a short period of time are  classified  as held for sale.  Loans
held for sale are  reported  at the lower of  aggregate  cost or market
value.  Interest  on loans is  computed  on the  outstanding  principal
balance.  The portion of loan fees which  exceeds  the direct  costs to
originate the loan is deferred and  recognized as interest  income over
the actual lives of the related  loans using the interest  method.  Any
premium or discount applicable to specific loans purchased is amortized
over the remaining lives of such loans using the interest method. Loans
are generally placed on nonaccrual status when the payment of principal
and/or interest is past due 90 days or more. However,  instalment loans
are not placed on nonaccrual status because they are charged off in the
month the loans  reach 120 days past due. In  addition,  loans that are
well  secured  and in the  process  of  collection  are not  placed  on
nonaccrual  status.  When a loan is placed on  nonaccrual  status,  any
interest  income  previously  recognized  that has not been received is
reversed.  Future  interest  income is recorded  only when a payment is
received.  Provident generally recognizes income on impaired loans on a
cash basis.

Unearned income on direct  financing leases is amortized over the terms
of the leases  resulting in an approximate  level rate of return on the
net investment in the leases.  Income from leveraged lease transactions
is  recognized  using a method  that  yields a level  rate of return in
relation to  Provident's  net  investment in the lease.  The investment
includes the sum of the aggregate rentals  receivable and the estimated
residual value of leased equipment less unearned income and third party
debt on leveraged  leases.  Commercial  leases are generally  placed on
nonaccrual  status  when  payments  are past due 90 days or more  while
consumer leases are generally charged off in the month the leases reach
120 days past due.

LOAN AND LEASE LOSS  RESERVE:  The reserve for loan and lease losses is
maintained  to absorb  losses in the  lending  portfolio.  Management's
determination  of the  adequacy  of the  reserve is based on reviews of
specific loans and leases,  credit loss  experience,  general  economic
conditions  and other  pertinent  factors.  The reserve is increased by
charges to earnings, as provisions for loan and lease losses. Loans and
leases  deemed  uncollectible  are  charged off and  deducted  from the
reserve and recoveries on loans and leases  previously  charged off are
added to the reserve.

Provident  considers a commercial  nonperforming loan to be an impaired
loan when it is probable  that all  amounts  due will not be  collected
according to the  contractual  terms of the loan  agreement.  Provident
measures  the value of an impaired  loan based on the present  value of
expected future cash flows discounted at the loan's effective  interest
rate or, if more practical,  at the loan's  observable market price, or
the fair value of the collateral if the loan is collateral dependent.

                                   51
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LOAN   SECURITIZATIONS:    Provident   actively   sells   nonconforming
residential  loans,  home  equity  loans,  credit  cards and  leases as
securities to investors.  As required by SFAS No. 125,  "Accounting for
Transfers  and  Servicing of Financial  Assets and  Extinguishments  of
Liabilities", gains or losses for nonconforming residential loans, home
equity loans and credit card  securitizations are determined based on a
present value calculation of future cash flows of the underlying loans,
net of interest payments to security holders,  loan loss and prepayment
assumptions  and  servicing  revenue.  These net cash flows,  which are
represented by a retained interest in securitized  assets, are included
in "Investment Securities Available for Sale".

Gains  and  losses  on  the  securitization  of  equipment  leases  are
determined  based on the  difference  between the sale proceeds and the
carrying value of loans sold net of its allocated loan loss reserve.

LEASED  EQUIPMENT  AND PREMISES AND  EQUIPMENT:  Leased  equipment  and
premises  and  equipment  are  stated  at cost  less  depreciation  and
amortization that are computed  principally on the straight-line method
over the  estimated  useful lives of the assets.  Leased  equipment and
premises  and   equipment   are  reviewed   for   impairment   whenever
circumstances indicate that the carrying value of the assets may not be
recoverable.  An  impairment  loss  is  recorded  when  the  sum of the
expected  future  cash  flows is less than the  carrying  amount of the
assets.

OTHER REAL ESTATE:  Other real estate acquired through partial or total
satisfaction  of loans is  recorded  at the lower of cost or fair value
and is included in "Other Assets". Provident's policy is to include the
unpaid  balance of  applicable  loans in the cost of other real estate.
However,  in no case is the carrying value of real estate owned greater
than fair value.

INTANGIBLES:  The excess of the  purchase  price over net  identifiable
tangible  and  intangible   assets  acquired  in  a  purchase  business
combination (goodwill) is included in other assets. Goodwill related to
acquisitions is amortized over varying periods not exceeding 25 years.

STOCK-BASED  COMPENSATION:  SFAS No. 123,  "Accounting  for Stock-Based
Compensation"  encourages,  but does not  require,  adoption  of a fair
value-based  accounting  method for stock-based  employee  compensation
plans.  Provident elected to continue its accounting in accordance with
APB Opinion No. 25, "Accounting for Stock Issued to Employees", whereby
no  compensation  expense  is  recognized  for the  granting  of  stock
options.

INCOME TAXES:  Provident files a consolidated federal income tax return
that includes all of its subsidiaries.  Subsidiaries provide for income
taxes  on a  separate-return  basis  and  remit  to  Provident  amounts
determined to be currently payable.

                                   52
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DERIVATIVE FINANCIAL INSTRUMENTS: Provident employs derivatives such as
interest rate swaps,  interest rate caps, financial futures and forward
contracts  to  manage  the  interest  sensitivity  of  certain  on  and
off-balance  sheet assets and  liabilities.  The net interest income or
expense  on  interest  rate  swaps  is  accrued  and  recognized  as an
adjustment to the interest  income or expense of the  associated on and
off-balance  sheet  asset or  liability.  Realized  gains and losses on
interest rate swap  transactions used to manage interest rate risk that
are terminated  prior to maturity are deferred and amortized as a yield
adjustment over the remaining original life of the agreement.  Deferred
gains and losses are recorded in "Other  Assets" and "Accrued  Interest
and Other  Liabilities",  as  applicable.  At December 31, 1999,  these
unamortized amounts were immaterial.  Futures and forward contracts are
also used to manage  exposure  to changes in interest  rates.  Realized
gains  and  losses  on  futures  and  forward  contracts  used for risk
management are deferred.  These deferred items are either  amortized to
interest  income or expense over the life of the assets and liabilities
they are associated with, or are recognized as a component of income in
the period of disposition of the assets and liabilities.

SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities",  as amended by SFAS No. 137,  "Accounting  for  Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of
FASB  Statement No. 133" becomes  effective for fiscal years  beginning
after June 15, 2000.  This SFAS  establishes  accounting  and reporting
standards for  derivative  instruments,  including  certain  derivative
instruments embedded in other contracts, and for hedging activities. It
requires that derivatives be recognized as either assets or liabilities
in the  balance  sheet and that those  instruments  be measured at fair
value. The accounting for the gain or loss resulting from the change in
fair  value  depends  on the  intended  use of  the  derivative.  For a
derivative used to hedge changes in fair value of a recognized asset or
liability, or an unrecognized firm commitment,  the gain or loss on the
derivative will be recognized in earnings  together with the offsetting
loss or gain on the hedged item.  This results in earnings  recognition
only  to  the  extent  that  the  hedge  is  ineffective  in  achieving
offsetting  changes  in fair  value.  For  derivative  instruments  not
accounted  for as  hedges,  changes in fair  value are  required  to be
recognized in earnings.

Generally,  Provident  uses its  derivatives  as  hedging  instruments.
Management  believes that its hedges are highly  effective and that the
adoption  of this SFAS will not have a material  impact on  Provident's
financial position or the results of its operations.

COMPREHENSIVE  INCOME: SFAS No. 130, "Reporting  Comprehensive  Income"
establishes standards for the reporting of comprehensive income and its
components.  Comprehensive income includes net income and certain items
that are reported directly within a separate component of stockholders'
equity  and bypass  net  income.  The  provisions  of this SFAS  became
effective in 1998 and are disclosed within the Consolidated  Statements
of Changes in Shareholders'  Equity.  Implementation  of this statement
had no impact on net income or shareholders' equity.

                                   53
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - INVESTMENT SECURITIES: The amortized cost and estimated market
values of securities available for sale at December 31 were as follows:

<TABLE>
<CAPTION>
                                                       Gross        Gross     Estimated
                                      Amortized   Unrealized   Unrealized        Market
(In Thousands)                             Cost        Gains       Losses         Value
---------------------------------------------------------------------------------------
<S>                                  <C>              <C>        <C>         <C>
1999:
  U.S. Treasury and Federal Agency
    Debentures                       $  226,576       $    -     $ (7,843)   $  218,733
  State and Political Subdivisions        1,822            -          (17)        1,805
  Mortgage-Backed Securities          1,402,677           17      (60,070)    1,342,624
  Asset-Backed Securities               104,700            1       (4,948)       99,753
  Other Securities                      358,708           10       (2,241)      356,477
                                     ----------       ------     --------    ----------
                                     $2,094,483       $   28     $(75,119)   $2,019,392
                                     ==========       ======     ========    ==========
1998:
  U.S. Treasury and Federal Agency
    Debentures                       $  152,737       $   46     $ (1,445)   $  151,338
  State and Political Subdivisions        1,939            -          (19)        1,920
  Mortgage-Backed Securities          1,057,902          869      (11,002)    1,047,769
  Asset-Backed Securities               247,311          319       (1,775)      245,855
  Other Securities                       68,119           29         (877)       67,271
                                     ----------       ------     --------    ----------
                                     $1,528,008       $1,263     $(15,118)   $1,514,153
                                     ==========       ======     ========    ==========
</TABLE>

Investment  securities  with a carrying value of  approximately  $768.7
million and $683.7 million at December 31, 1999 and 1998, respectively,
were  pledged  as  collateral  to secure  public  and  trust  deposits,
repurchase  agreements,  Federal  Home  Loan  Bank  ("FHLB")  advances,
interest rate swap agreements and for other purposes.

In 1999,  1998 and 1997 gross gains of $.5 million,  $14.4  million and
$12.5  million and gross losses of $.4 million,  $1.5 million and $2.8,
respectively,  were  realized on the sale of  securities  available for
sale.

Mortgage-backed  and  asset-backed  securities are shown below based on
their  estimated   average  lives  at  December  31,  1999.  All  other
securities are shown by contractual maturity.  Expected maturities will
differ from contractual maturities because borrowers may have the right
to call  or  prepay  obligations  with or  without  call or  prepayment
penalties.

                                     Amortized      Estimated
     (In Thousands)                       Cost   Market Value
     --------------------------------------------------------
     Due in one year or less        $  470,116     $  470,057
     Due after 1 through 5 years       978,780        944,740
     Due after 5 through 10 years      548,844        510,486
     Due after 10 years                 96,743         94,109
                                    ----------     ----------
        Total                       $2,094,483     $2,019,392
                                    ==========     ==========

                                   54
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included  in  investment   securities  are  the  retained  interest  in
securitized assets representing the present value of net cash flows due
to Provident  from loan  securitizations  and sales.  Components of the
retained interest in securitized assets and the underlying  assumptions
follow:

<TABLE>
<CAPTION>
                                                          Nonconforming         Prime
(In Thousands)                                              Residential   Home Equity
-------------------------------------------------------------------------------------
<S>                                                         <C>               <C>
Estimated Cash Flows of Underlying Loans, Net of
  Payments to Certificate Holders                           $ 497,560         $32,270
Less:
  Estimated Credit Loss                                       (19,904)           (711)
  Servicing and Insurance Expense                             (54,918)         (4,569)
  Discount to Present Value                                   (66,538)         (3,235)
                                                            ---------         -------
Carrying Value of Retained Interest in Securitized Assets   $ 356,200         $23,755
                                                            =========         =======
</TABLE>

                                             1999        Weighted Average of
                                  Securitizations        All Securitizations
                                  ---------------------------------------------
                                    Nonconforming   Nonconforming         Prime
                                      Residential     Residential   Home Equity
-------------------------------------------------------------------------------
Assumptions Used:
 Prepayment Speed:
  Initial Rate                             13.41%          12.04%        10.00%
  Peak Rate                                35.00%          32.30%        30.00%
   Calculated Weighted Average
    Life of the Loan Portfolios         2.4 Years       2.7 Years     2.1 Years
 Estimated Credit Losses:
  Annual Basis                              1.10%           1.08%         0.19%
  Percentage of Original Balance            2.70%           2.97%         0.41%
 Discount Rate                             12.00%          11.85%        10.27%

Estimated  credit  losses for pre-1998  securitizations  are  contained
within the RISA.  Since the  beginning of 1998,  Provident has provided
for  credit  enhancements  to its  securitizations  in the form of cash
reserve accounts that are funded at closing. Credit losses are absorbed
directly  against these cash reserves.  The remaining funds not used to
cover  such  losses  are  returned  to  Provident  over the term of the
securitization.   The  balances  of  "Receivables  from  Securitization
Trusts"  on the  Consolidated  Balance  Sheets  represent  management's
estimate of the cash reserves to be returned to Provident.

NOTE 4 - LEASING:  Provident  originates leases which are classified as
either  finance leases or operating  leases,  based on the terms of the
lease  arrangement.  When a lease is classified as a finance lease, the
future  lease  payments,  net of  unearned  income,  and the  estimated
residual  value of the leased  property at the end of the lease term is
recorded as an asset under "Loans and Leases".  The amortization of the
unearned  income  is  recorded  as  interest  income.  When a lease  is
classified  as  an  operating  lease,  the  leased  property,   net  of
depreciation,  is recorded as "Leased Equipment".  The rental income is
recorded as  noninterest  income while the  depreciation  on the leased
property is recorded as noninterest expense.

                                   55
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commercial  lease  financing  includes  the leasing of  transportation,
manufacturing,  construction, communication, data processing and office
equipment.  The  majority  of  the  leases  are  classified  as  direct
financing  leases,  with expiration  dates over the next 1 to 10 years.
Rental  receivable  at December 31, 1999 and 1998 include $41.4 million
and $20.9 million,  respectively, for leveraged leases, which is net of
principal and interest on the nonrecourse  debt. The residual values on
the  leveraged  leases  that  were  entered  into are  estimated  to be
approximately  $81.6 million and $50.6 million in total at December 31,
1999 and 1998, respectively.

Consumer lease financing is the leasing of automobiles.  The leases are
classified as direct financing  leases,  with expiration dates over the
next 1 to 7 years.

The components of the net investment in lease  financing at December 31
were as follows:

<TABLE>
<CAPTION>
                                              1999                    1998
                                     ---------------------------------------------
(In Thousands)                      Commercial    Consumer  Commercial    Consumer
----------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>         <C>
Rentals Receivable                    $318,054    $183,718    $172,251    $194,378
Leases in Process                       48,798      12,947      37,509      33,804
Estimated Residual Value of
  Leased Assets                        115,295     234,741      97,982     239,826
                                      --------    --------    --------    --------
                                       482,147     431,406     307,742     468,008
Less:  Unearned Income                 (90,618)    (69,499)    (64,020)    (44,654)
                                      --------    --------    --------    --------
  Net Investment in Lease Financing   $391,529    $361,907    $243,722    $423,354
                                      ========    ========    ========    ========
</TABLE>

The following is a schedule by year of future minimum lease payments to
be received for the next five years as of December 31, 1999:

               (In Thousands)    Commercial   Consumer
               ---------------------------------------
               2000                $ 88,772   $ 61,374
               2001                  58,603     46,180
               2002                  53,070     34,005
               2003                  36,985     24,924
               2004                  26,639     13,530
               Thereafter            53,985      3,705
                                   --------   --------
                  Total            $318,054   $183,718
                                   ========   ========

Operating  leases consist of the leasing of  transportation  equipment,
manufacturing  equipment,  data  processing  and  office  equipment  to
commercial  clients.  Terms of the leases range from 1 to 10 years.  At
the expiration of an operating  lease, the leased property is generally
sold or another lease agreement is initiated.  Accumulated depreciation
of the operating lease equipment was $53.2 million and $45.6 million as
of December 31, 1999 and 1998,  respectively.  The future gross minimum
rentals, by year, under  noncancelable  leases for the rental of leased
equipment  are $33.3 million for 2000;  $29.5  million for 2001;  $25.7
million for 2002;  $19.8  million for 2003;  $15.2 million for 2004 and
$15.9 million thereafter.

                                   56
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In  addition  to the leases  discussed  above,  Provident  sold  $858.8
million and $351.2  million of vehicles,  which had been  classified as
finance  leases,  to  institutional   investors  under   sale-leaseback
transactions during 1999 and 1998,  respectively.  Under terms of these
transactions,  Provident  continues to collect rental payments from its
original   lessees.   Provident,   as  lessee  in  the   sale-leaseback
transactions,  is  accounting  for the  leaseback of these  vehicles as
operating  leases.  Differences  between the rentals  received from the
original  lessees and the rentals paid to the investors are recorded as
noninterest income.

NOTE 5 - RESERVE FOR LOAN AND LEASE LOSSES: The changes in the loan and
lease loss reserve for the years ended December 31 were as follows:

(In Thousands)                             1999        1998        1997
-----------------------------------------------------------------------
Balance at Beginning of Period          $75,907    $ 71,980    $ 66,693
Provision for Loan and Lease Losses
  Charged to Earnings                    48,162      31,200      44,750
Acquired Reserves                         1,263           -       1,814
Recoveries Credited to the Reserve       12,756       9,843      10,096
                                       --------    --------    --------
                                        138,088     113,023     123,353
Losses Charged to the Reserve           (47,235)    (37,116)    (51,373)
                                       --------    --------    --------
  Balance at End of Period             $ 90,853    $ 75,907    $ 71,980
                                       ========    ========    ========

The following table shows  Provident's  investment in impaired loans as
defined under SFAS No. 114 as amended by SFAS No. 118:

(In Thousands)                                           1999      1998
-----------------------------------------------------------------------
Impaired Loans Requiring a Valuation Allowance of
 $13.3 Million in 1999 and $10.7 Million in 1998      $30,469   $18,921
Impaired Loans Not Requiring a Valuation Allowance      2,000     2,000
                                                      -------   -------
   Total Impaired Loans                               $32,469   $20,921
                                                      =======   =======

Average Balance of Impaired Loans for the Year        $30,990   $16,787

The valuation  allowance  recorded on impaired loans is included in the
reserve for loan losses.

Loans and leases on  nonaccrual  status at December 31, 1999,  1998 and
1997 were $53.6 million, $42.6 million and $46.4 million, respectively.
Loans  renegotiated  to provide a reduction  or deferral of interest or
principal were  $1,541,000,  $0 and $377,000 at December 31, 1999, 1998
and 1997, respectively.

                                   57
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - PREMISES AND EQUIPMENT: The following is a summary of premises
and equipment at December 31:

(In Thousands)                                         1999        1998
-----------------------------------------------------------------------
Land                                               $  9,253    $  8,990
Buildings                                            29,637      24,525
Leasehold Improvements                               13,601      12,736
Furniture and Fixtures                              130,551     114,554
                                                   --------    --------
                                                    183,042     160,805
Less Depreciation and Amortization                  (95,066)    (82,184)
                                                   --------    --------
  Total                                            $ 87,976    $ 78,621
                                                   ========    ========

Rent  expense  for  all  bank   premises  and   equipment   leases  was
$12,680,000,  $11,417,000  and  $8,519,000  in  1999,  1998  and  1997,
respectively.   The  future  gross  minimum  rentals,  by  year,  under
noncancelable leases for the rental of premises and equipment are $11.6
million in 2000,  $10.6  million in 2001,  $9.8  million in 2002,  $9.4
million in 2003, $8.2 million in 2004 and $29.6 million thereafter.

NOTE 7 - SHORT-TERM DEBT: Short-term debt was as follows:

<TABLE>
<CAPTION>
(Dollars in Thousands)                                      1999          1998        1997
------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>
Year End Balance:
  Federal Funds Purchased and Repurchase Agreements   $  772,551    $  560,712    $602,588
  Commercial Paper                                       201,784       245,291     202,018
  U.S. Treasury Demand Notes                               1,500         1,500       1,519
Weighted Average Interest Rate at Year End:
  Federal Funds Purchased and Repurchase Agreements         4.35%         4.44%       5.68%
  Commercial Paper                                          5.09          4.50        5.33
  U.S. Treasury Demand Notes                                4.52          4.18        5.25
Maximum Amount Outstanding at Any Month End:
  Federal Funds Purchased and Repurchase Agreements   $1,261,003    $1,627,934    $687,374
  Commercial Paper                                       229,058       259,925     202,018
  U.S. Treasury Demand Notes                               1,500         1,500       2,746
</TABLE>

At December 31,  1999,  Provident  had $200 million in general  purpose
lines of credit with unaffiliated  banks. As of January 18, 2000, these
lines had not been used.

                                   58
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LONG-TERM DEBT: Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                                  December 31,
                                            Stated   Effective    Maturity   --------------------
(Dollars in Thousands)                     Rate(1)     Rate(2)        Date       1999        1998
-------------------------------------------------------------------------------------------------
<S>                                                                          <C>         <C>
Provident Financial Group (Parent):
 Miscellaneous Notes Payable               Various      Various    Various   $  1,759    $  2,617
Subsidiaries:
 $1.5 Billion Bank Notes Program:
   Fixed Rate Senior Notes                    6.13%         6.95%     2000    299,861     299,716
   Fixed Rate Senior Notes                    7.17          6.19      2005     12,500      12,500
 Notes Payable to
  Federal Home Loan Bank:
   Fixed Rate Notes                           5.51          5.51      2008    125,000     125,000
   Fixed Rate Notes                           5.39          5.39      1999          -     100,000
   LIBOR Based Notes                          5.23          5.23      1999          -      11,000
   Fixed Rate Notes                        Various       Various   Various     24,997       2,251
   Floating Rate Notes                     Various       Various      2000     19,000           -
 Subordinated Notes:
   Fixed Rate Notes                           6.38          6.52      2004     99,737      99,672
   Fixed Rate Notes                           7.13          7.09      2003     74,964      74,953
 Debt Secured by Auto Leases:
   Fixed Rate Notes                           5.74          5.72      2004     77,270      87,033
   Fixed Rate Notes                           5.35          5.35      2006     35,109      45,000
   Fixed Rate Notes                           5.77          5.77      2005     24,398      26,412
   Fixed Rate Notes                           5.84          5.83      2004     19,291      21,259
   Fixed Rate Notes                           6.62          6.62      2005     12,538      13,923
 Debt Secured by Equipment Leases:
   Fixed Rate Notes                        Various       Various   Various      9,979      12,958
                                                                             --------    --------
                                                                              834,644     931,677
                                                                             --------    --------
      Total                                                                  $836,403    $934,294
                                                                             ========    ========
<FN>
(1) Stated  rate  reflects  interest rate on notes as of  December  31,
    1999.
(2) Effective  rate reflects interest rate paid as of December 31, 1999
    after   adjustments  for  notes  issued  at  discount  or  premium,
    capitalized  fees associated  with  the  issuance  of the  debt and
    interest  rate  swap  agreements   entered  to  alter  the  payment
    characteristics.
</FN>
</TABLE>

Under Provident  Bank's amended $1.5 Billion Bank Notes program,  notes
can be issued  with  either  fixed or  floating  rates.  The Bank Notes
program was  increased  from $1.0 billion to $1.5 billion in July 1999.
The notes are not secured nor does the FDIC insure  them.  Subordinated
notes  qualify as Tier 2 capital while senior notes do not. At December
31, 1999, $1.2 billion was available under this program.

The notes payable to the Federal Home Loan Bank are  collateralized  by
investment  securities  with a book value of $249.8  million.  They are
subordinated  to the  claims  of  depositors  and  other  creditors  of
Provident and are not insured by the FDIC.

The 6.38%  Subordinated  Notes,  which qualify as Tier 2 capital,  were
issued through an underwritten offering in 1994 by Provident Bank. They
are  subordinated  to the claims of depositors  and other  creditors of
Provident Bank and are not insured by the FDIC. The 7.13%  Subordinated
Notes,  which also  qualify as Tier 2 capital,  were  issued in 1993 by
Provident Bank.

                                   59
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Provident    borrowed   $222.7   million   through   on-balance   sheet
sale-leaseback  transactions with various investors. Auto leases within
the consumer lease financing portfolio secure the borrowings.  The debt
calls for principal payments throughout the life of the borrowings.  As
of December 31, 1999, $168.6 million remains outstanding.

As of December 31, 1999, scheduled principal payments on long-term debt
for the following five years were as follows:

<TABLE>
<CAPTION>
(In Thousands)                        2000      2001      2002       2003      2004
-----------------------------------------------------------------------------------
<S>                               <C>        <C>       <C>       <C>        <C>
Provident Financial Group, Inc.   $    520   $   450   $   309   $    307   $   172
Subsidiaries                       339,275    25,084    28,666    100,917    49,895
</TABLE>

NOTE 9 - GUARANTEED  PREFERRED BENEFICIAL INTERESTS IN COMPANY'S JUNIOR
SUBORDINATED  DEBENTURES:  Wholly-owned  subsidiary trusts of Provident
have  issued  $225  million  of  preferred  securities  and,  in  turn,
purchased   $225   million   of   newly-authorized   Provident   junior
subordinated debentures.  The debentures provide interest and principal
payments  to  fund  the  trusts'   obligations.   Provident  fully  and
unconditionally  guarantees  the  preferred  securities.  The preferred
securities qualify as Tier 1 capital for bank regulatory purposes.  The
sole assets of the trusts are the debentures.  The junior  subordinated
debentures consisted of the following at December 31:

                                                            December 31,
                         Stated   Effective   Maturity   ------------------
(Dollars in Thousands)     Rate     Rate(1)       Date       1999      1998
---------------------------------------------------------------------------
November 1996 Issuance    8.60%       8.67%   12/01/26   $ 98,941   $98,879
June 1999 Issuance        8.75%       7.45%   06/30/29    121,128         -
                                                         --------   -------
      Total                                              $220,069   $98,879
                                                         ========   =======

(1)Effective  rate reflects  interest rate paid as of December 31, 1999
   after   adjustments   for  notes  issued  at  discount  or  premium,
   capitalized  fees  associated  with  the  issuance  of the  debt and
   interest  rate  swap   agreements   entered  to  alter  the  payment
   characteristics.

NOTE 10 - INCOME TAXES: The composition of income tax expense follows:

         (In Thousands)      1999      1998       1997
         ---------------------------------------------
         Current:
           Federal        $59,145   $61,569    $37,890
           State            1,971       752        375
                          -------   -------    -------
                           61,116    62,321     38,265
         Deferred          18,579    (1,199)    18,828
                          -------   -------    -------
             Total        $79,695   $61,122    $57,093
                          =======   =======    =======

The effective tax rate differs from the  statutory  rate  applicable to
corporations as a result of permanent  differences  between  accounting
and taxable income. None of these differences were material.

                                   60
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
differences  between the carrying amounts of assets and liabilities for
financial  reporting  purposes  and the  amounts  used for  income  tax
purposes.   Significant   components   of   Provident's   deferred  tax
liabilities and assets as of December 31 are as follows:

(In Thousands)                                   1999       1998       1997
---------------------------------------------------------------------------
Deferred Tax Liabilities:
  Excess Lease and Partnership Income        $123,799   $119,315   $115,197
  Securitizations                              12,908          -          -
  Deferred Loan Costs                           7,926      6,302      1,415
  Other - Net                                  10,395      7,564     14,400
                                             --------   --------   --------
    Total Deferred Tax Liabilities            155,028    133,181    131,012
                                             --------   --------   --------
Deferred Tax Assets:
  Provision for Loan and Lease Losses          40,004     31,760     28,250
  Unrealized Loss on Investment Securities     26,282      4,849          -
  Deferred Compensation                         5,600      5,141      5,255
  Securitizations                                   -      5,988      1,334
  Other - Net                                   9,710      9,157     13,767
                                             --------   --------   --------
    Total Deferred Tax Assets                  81,596     56,895     48,606
                                             --------   --------   --------
      Net Deferred Tax Liabilities           $ 73,432   $ 76,286   $ 82,406
                                             ========   ========   ========

NOTE 11 -  BENEFIT  PLANS:  Provident  has a  Retirement  Plan  for the
benefit of its employees. Included under this plan is an Employee Stock
Ownership Plan ("ESOP") and a Personal  Investment  Election Plan ("PIE
Plan").  Provident  also  maintains  a Life and Health Plan for Retired
Employees ("LH Plan"),  an Employee  Stock  Purchase Plan  ("ESPP"),  a
Deferred Compensation Plan ("DCP") and stock option plans.

The ESOP covers all employees who are qualified as to age and length of
service. It is a trusteed plan with the entire cost borne by Provident.
All  fund  assets  are  allocated  to  the  participants.   Provident's
contributions   are   discretionary  by  the  directors  of  Provident.
Provident  incurred  expense of $8.6  million,  $6.2  million  and $6.1
million in 1999, 1998 and 1997, respectively.

The PIE Plan, a tax deferred  retirement plan, covers all employees who
are  qualified as to age and length of service.  Employees  who wish to
participate  in the PIE  Plan  may  contribute  from 1% to 8% of  their
pre-tax  salaries  (to a maximum  prescribed  by the  Internal  Revenue
Service) to the plan as voluntary contributions.  Provident will make a
matching   contribution   equal  to  25%  of  the   pre-tax   voluntary
contributions   made  by  the  employees  during  the  plan  year.  The
contribution  made by  Provident  is charged  against  earnings  as the
employees'  contributions are made.  Provident incurred expense of $1.0
million,  $845,000 and $646,000 for this retirement plan for 1999, 1998
and 1997, respectively.

                                   61
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Provident's LH Plan provides medical coverage as well as life insurance
benefits to eligible  retirees.  The LH Plan is contributory  until the
retiree reaches age 62 after which time Provident pays the entire cost,
however,  Provident's  responsibility  for the  payment of  premiums is
limited to a maximum of two times the monthly  premium  costs as of the
effective date of the LH Plan.  Monthly premiums  exceeding the maximum
amount payable by Provident shall be the responsibility of the retiree.
Provident may amend or terminate  the LH Plan at any time,  without the
consent of the retirees.

The ESPP provides  eligible  employees  with an opportunity to purchase
Provident's  Common Stock through payroll  deduction in an amount up to
10% of their  compensation,  at a price equal to eighty-five percent of
the fair market  price on either the first or the last  business day of
each calendar month,  whichever is lower. Provident incurred expense of
$357,000,  $266,000 and $219,000 for the ESPP for 1999,  1998 and 1997,
respectively.

The DCP permits participants, selected by the Compensation Committee of
the Board of Directors,  to defer  compensation in a manner that aligns
their  interests  with  those of  Provident  shareholders  through  the
investment of deferred  compensation in Provident Common Stock. The DCP
allows   participants   to  postpone  the  receipt  of  5%  to  50%  of
compensation  until  retirement.  Amounts  deferred  are  invested in a
Provident Bank Stock Account or a Self-Directed Account. Provident will
credit the Provident  Bank Stock Account with an amount  dependent upon
Provident's  pre-tax  earnings  per share,  for each share of Provident
Common Stock in the account.  The calculated  credit is charged against
earnings  by  Provident  annually.  Under the DCP,  Provident  expensed
approximately $1.2 million, $1.4 million and $2.6 million in 1999, 1998
and 1997, respectively.

Provident has three Employee Stock Option Plans, an Advisory Directors'
Stock Option Plan and an Outside  Directors'  Stock  Option  Plan.  The
Employee  Stock Option  Plans made 8.4 million  options  available  for
grant. These plans authorize the issuance of options to purchase Common
Stock for officers and employees.  The options are to be granted,  with
exercise  prices at the  approximate  market  value,  as of the date of
grant. Options become exercisable beginning one year from date of grant
generally at the rate of 20% per year.  The Advisory  Directors'  Stock
Option Plan and Outside  Directors'  Stock Option Plan  authorized  the
issuance  of 427,500 and 168,750  options,  respectively.  The terms of
these options are  comparable to the terms of the Employee Stock Option
Plans.

                                   62
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  following  table  summarizes  option  activity for the three years
ended December 31, 1999:

                           Weighted
                            Average       Number of       Options
                           Exercise         Options     Available
                              Price     Outstanding     for Grant
-----------------------------------------------------------------
At January 1, 1997           $14.28       4,221,164       255,491
 Authorized                       -               -     4,000,000
 Granted                      40.49         840,225      (840,225)
 Exercised                     8.93        (780,465)            -
 Canceled                     16.91        (113,135)      113,135
                                          ---------     ---------
At December 31, 1997          20.50       4,167,789     3,528,401
 Granted                      47.02         866,125      (866,125)
 Exercised                    13.51      (1,061,225)            -
 Canceled                     31.04        (375,013)      375,013
                                          ---------     ---------
At December 31, 1998          27.86       3,597,676     3,037,289
 Acquired                      9.16          12,616             -
 Granted                      38.02         745,875      (745,875)
 Exercised                    14.22        (177,909)            -
 Canceled                     27.48         (89,425)       89,425
                                          ---------     ---------
At December 31, 1999          30.25       4,088,833     2,380,839
                                          =========     =========

At December 31, 1999, 1998 and 1997,  there were  2,042,870,  1,679,900
and  2,012,954  options  exercisable,  respectively,  having a weighted
average   option  price  per  share  of  $22.09,   $17.81  and  $11.45,
respectively.  The following table summarizes  information  about stock
options outstanding at December 31, 1999:

<TABLE>
<CAPTION>

                              Options Outstanding           Options Exercisable
                  ---------------------------------------------------------------
                                     Weighted
                                      Average   Weighted                 Weighted
       Range of                     Remaining    Average                  Average
       Exercise        Number     Contractual   Exercise        Number   Exercise
         Prices   Outstanding   Life in Years      Price   Exercisable      Price
---------------------------------------------------------------------------------
<S>                   <C>                 <C>     <C>          <C>         <C>
$ 7.95 - $11.19       612,251             2.5     $ 8.91       612,251     $ 8.91
$12.00 - $17.95       587,667             5.0      14.56       510,829      14.46
$21.79 - $33.63       714,865             6.6      25.62       402,595      25.27
$34.32 - $54.47     2,174,050             8.4      42.03       517,195      42.76
</TABLE>

For purposes of providing the pro forma disclosures required under SFAS
No. 123, the fair value of stock options granted in 1999, 1998 and 1997
was estimated at the date of grant using a Black-Scholes option pricing
model. The Black-Scholes  option pricing model was developed for use in
estimating  the fair  value of  traded  options  that  have no  vesting
restrictions and are fully transferable.  In addition, option valuation
models require the input of highly subjective assumptions including the
expected stock price volatility. Because Provident's stock options have
characteristics  significantly  different from those of traded options,
and because changes in the subjective input  assumptions can materially
affect  the  fair  value   estimate,   management   believes  that  the
Black-Scholes  model  may not  necessarily  provide a  reliable  single
measure of the fair value of its stock options.

                                   63
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  following  weighted-average  assumptions  were used in the  option
pricing model for 1999, 1998 and 1997 respectively:  risk-free interest
rates of 5.36%,  5.46% and 6.47%;  dividend yields of 3.50%,  3.00% and
3.00%;  volatility  factors of the expected market price of Provident's
Common Stock of .244,  .234 and .232 and an expected life of the option
of 7, 7 and 8 years. Based on these assumptions,  the  weighted-average
fair value of options granted in 1999, 1998 and 1997 was $9.17,  $12.05
and $11.51, respectively.

No compensation  cost has been recognized for stock option grants.  Had
compensation  cost been determined for stock option awards based on the
fair values at grant dates as discussed  above,  Provident's net income
and earnings per share would have been as follows:

                                             Year Ended December 31,
                                         ------------------------------
(In Thousands, Except Per Share Data)        1999       1998       1997
-----------------------------------------------------------------------
Pro-forma Net Income                     $141,609   $111,898   $105,393
Pro-forma Earnings Per Share:
  Basic                                      3.29       2.59       2.54
  Diluted                                    3.20       2.50       2.42

NOTE 12 - PREFERRED STOCK: In 1991,  Provident issued 371,418 shares of
Non-Voting  Convertible  Preferred Stock to American Financial Group as
partial   consideration   for  the   acquisition   of  Hunter   Savings
Association.  During 1995,  301,146 shares of the Preferred  Stock were
converted  into  4,234,865  shares of Common Stock.  As of December 31,
1999 and 1998,  70,272  shares of Preferred  Stock remain  outstanding.
These  shares  have a stated  value and  liquidation  value of $100 per
share and a conversion  ratio of 14.0625 shares of  Provident's  Common
Stock for each share of Convertible Preferred Stock.

                                   64
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 -  EARNINGS  PER  SHARE:  The  following  table  sets forth the
computation of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                                     --------------------------------
(In Thousands Except Per Share Data)                     1999        1998        1997
-------------------------------------------------------------------------------------
<S>                                                  <C>         <C>         <C>
Basic:
  Net Income                                         $146,393    $114,952    $107,437
  Less Preferred Stock Dividends                         (870)       (790)       (712)
                                                     --------    --------    --------
   Income Available to Common Shareholders            145,523     114,162     106,725
  Weighted-Average Common Shares Outstanding           42,751      42,913      41,135
                                                     --------    --------    --------
  Basic Earnings Per Share                           $   3.40    $   2.66    $   2.59
                                                     ========    ========    ========

Diluted:
  Net Income                                         $146,393    $114,952    $107,437

  Weighted-Average Common Shares Outstanding           42,751      42,913      41,135
  Assumed Conversion of:
    Convertible Preferred Stock                           988         988         988
    Dilutive Stock Options (Treasury Stock Method)        808       1,029       1,651
                                                     --------    --------    --------
  Dilutive Potential Common Shares                     44,547      44,930      43,774
                                                     --------    --------    --------
  Diluted Earnings Per Share                         $   3.29    $   2.56    $   2.45
                                                     ========    ========    ========
</TABLE>

NOTE 14 - REGULATORY  CAPITAL  REQUIREMENTS:  Provident and its banking
subsidiaries  are subject to various  regulatory  capital  requirements
administered by the federal banking  agencies.  Failure to meet minimum
capital  requirements  can  initiate  certain  mandatory  and  possibly
additional  discretionary  actions by regulators  that, if  undertaken,
could  have  a  direct   material   effect  on  Provident's   financial
statements.  Under  capital  adequacy  guidelines  and  the  regulatory
framework  for prompt  corrective  action,  Provident  and its  banking
subsidiaries  must  meet  specific  capital   guidelines  that  involve
quantitative   measures   of  its  assets,   liabilities   and  certain
off-balance  sheet  items as  calculated  under  regulatory  accounting
practices.  Capital  amounts  and  classification  are also  subject to
qualitative   judgments  by  the  regulators  about  components,   risk
weightings and other factors.

Quantitative  measures  established  by  regulation  to ensure  capital
adequacy  require  Provident and its banking  subsidiaries  to maintain
minimum ratios of 4.00% for Tier 1 capital to average assets, 4.00% for
Tier 1 capital to risk-weighted  assets, and 8.00% for total risk-based
capital to risk-weighted assets. As of December 31, 1999, Provident and
its banking  subsidiaries meet all capital  requirements to which it is
subject.

                                   65
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of  December  31,  1999,  Provident  and its  banking  subsidiaries'
capital  ratios were  categorized  as well  capitalized  for regulatory
purposes.  To be  categorized  as well  capitalized,  Provident and its
banking  subsidiaries  must maintain minimum ratios of 5.00% for Tier 1
capital to average  assets,  6.00% for Tier 1 capital to  risk-weighted
assets,  and  10.00%  for total  risk-based  capital  to  risk-weighted
assets.  There  have been no  subsequent  conditions  or  events  which
management believes have changed the institutions' status.

<TABLE>
<CAPTION>
                                                    1999                  1998
                                            ----------------------------------------
(Dollars in Thousands)                          Amount   Ratio        Amount   Ratio
------------------------------------------------------------------------------------
<S>                                         <C>          <C>      <C>          <C>
Tier 1 Capital (to Average Assets):
   Provident (Consolidated)                 $1,022,146   10.84%   $  776,249    9.00%
   The Provident Bank                          812,049    9.23       620,544    7.81
   Provident Bank of Florida                    46,749    9.72        18,254    6.67
Tier 1 Capital (to Risk-Weighted Assets):
   Provident (Consolidated)                  1,022,146    9.58       776,249    8.55
   The Provident Bank                          812,049    7.94       620,544    7.29
   Provident Bank of Florida                    46,749   10.49        18,254    7.25
Total Risk-Based Capital
 (to Risk-Weighted Assets):
   Provident (Consolidated)                  1,237,767   11.60     1,011,790   11.15
   The Provident Bank                        1,126,022   11.02       855,379   10.06
   Provident Bank of Florida                    60,749   13.63        29,153   11.58
</TABLE>

NOTE 15 - LINE OF BUSINESS REPORTING:  Provident's three major business
lines,  referred to as Commercial Banking,  Retail Banking and Mortgage
Banking,  are  based on the  products  and  services  offered,  and its
management  structure.  Commercial  Banking  offers  a  full  range  of
commercial  lending and  financial  products  and services to corporate
businesses. Retail Banking provides consumer lending, deposit accounts,
trust,  brokerage and investment products and services to consumers and
small businesses.  Mortgage Banking originates and services  conforming
and   nonconforming   residential   loans  to  consumers  and  provides
short-term financing to mortgage originators and brokers.

Financial  results are  determined  based on an  assignment  of balance
sheet  and  income  statement  items  to  each  business  line.  Equity
allocations are made based on various risk measurements of the business
line. A cash  flow-matched  funds transfer  pricing  process is used to
allocate   interest  income  and  expense  among  the  business  lines.
Provision for loan and lease losses are charged to business lines based
on the size and  composition of its lending  portfolio.  Activity-based
costing is used to allocate expenses for centrally provided services.

                                   66
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Selected  financial  information is included in the following table for
Provident's  three major lines of  business  for the past three  years.
Corporate  Center  represents  income and expenses not allocated to the
major business lines,  interest and gain/loss on the sale of investment
securities,  and any nonrecurring business revenues and expenses. Prior
period numbers have been restated to conform with the current  business
line reporting  structure and current methodology of allocating revenue
and expense between business lines.

(In Millions)                             1999        1998         1997
-----------------------------------------------------------------------
Total Revenue:
  Commercial Banking                  $  246.7    $  237.3     $  200.6
  Retail Banking                         212.6       177.4        155.4
  Mortgage Banking                       122.2        73.0         53.6
  Corporate Center                          .9        22.0         25.7
                                      --------    --------     --------
                                      $  582.4    $  509.7     $  435.3
                                      ========    ========     ========
Net Income:
  Commercial Banking                  $   74.1    $   85.3     $   71.2
  Retail Banking                          32.3        17.4         15.8
  Mortgage Banking                        39.0        14.6         15.5
  Corporate Center                         1.0        12.0          4.9
  Special Charges and Exit Costs             -       (14.3)           -
                                      --------    --------     --------
                                      $  146.4    $  115.0     $  107.4
                                      ========    ========     ========
Average Assets:
  Commercial Banking                  $4,472.2    $3,877.8     $3,734.9
  Retail Banking                       1,608.3     1,513.0      1,489.5
  Mortgage Banking                       646.8       540.3        295.7
  Corporate Center                     2,333.4     1,998.5      1,376.0
                                      --------    --------     --------
                                      $9,060.7    $7,929.6     $6,896.1
                                      ========    ========     ========

NOTE  16 -  OFF-BALANCE  SHEET  FINANCIAL  AGREEMENTS:  Provident  uses
financial  instruments  with  off-balance  sheet  risk  to  manage  its
interest  rate risk and to meet the financing  needs of its  customers.
These financial  instruments  include derivatives such as interest rate
swaps,  interest rate caps and forward contracts along with commitments
to extend credit and standby letters of credit.  These  instruments may
involve  credit  and  interest  rate  risk  in  excess  of  the  amount
recognized in the consolidated balance sheet.

INTEREST RATE SWAPS: Interest rate swap agreements involve the exchange
of interest payment  obligations without the exchange of the underlying
principal amounts.  Such interest rate swap  transactions,  which are a
part of Provident's  asset/liability management program, are structured
to modify  interest rate risk of specified  assets  and/or  liabilities
resulting   from  interest  rate   fluctuations.   Interest  rate  swap
agreements  have a credit  risk  component  based on the  ability  of a
counterparty  to meet the  obligations to Provident  under the terms of
the interest rate swap agreement.  Notional  principal  amounts express
the volume of the transactions,  but Provident's  potential exposure to
credit  risk  is  limited   only  to  the  market  value  of  the  swap
transactions.  Provident manages its credit risk in these  transactions
through  counterparty credit policies.  At December 31, 1999, Provident
had bilateral  collateral  agreements in place with its counterparties,

                                   67
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

against  which  Provident  has  pledged  investment  securities  with a
carrying value of $139.4 million as collateral.

Summary  information  with respect to the interest rate swap  portfolio
used to manage Provident's interest rate sensitivity follows:

<TABLE>
<CAPTION>
                                                          December 31, 1999
                              -------------------------------------------------------------------    December
                                                                           Weighted Average          31, 1998
                                         Unrealized    Unrealized    ----------------------------    --------
                              Notional        Gross         Gross    Receive       Pay      Life     Notional
(Dollars in Millions)           Amount        Gains        Losses       Rate      Rate    (Years)      Amount
-------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>           <C>      <C>       <C>         <C>
Pay Variable/Receive Fixed      $2,612        $  .2       $(153.2)      6.05%    5.74%     11.34       $1,747
Pay Fixed/Receive Variable       1,860         16.7             -       6.36     6.19       4.40           49
                                ------        -----       -------                                      ------
                                $4,472        $16.9       $(153.2)                                     $1,796
                                ======        =====       =======                                      ======
</TABLE>

The expected  notional  maturities  of  Provident's  interest rate swap
portfolio at December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                           After 1       After 5      After 10
                               1 Year    Through 5    Through 10    Through 15    After 15
(In Millions)                 or Less        Years         Years         Years       Years
------------------------------------------------------------------------------------------
<S>                              <C>          <C>           <C>           <C>         <C>
Pay Variable/Receive Fixed       $339         $659          $170          $624        $820
Pay Fixed/Receive Variable        839          105           916             -           -
</TABLE>

CREDIT  COMMITMENTS  AND STANDBY  LETTERS OF CREDIT:  Since many of the
commitments to extend credit are expected to expire without being drawn
upon, the total commitment amounts do not necessarily  represent future
cash requirements. Provident evaluates each customer's creditworthiness
on a case-by-case  basis.  The amount of collateral  obtained if deemed
necessary   by  Provident   upon   extension  of  credit  is  based  on
management's  credit  evaluation of the  counterparty.  Collateral held
varies but may include accounts receivable, inventory, property, plant,
and equipment, and income-producing commercial properties.

Standby  letters of credit are primarily  issued to support  public and
private  borrowing  arrangements,   including  commercial  paper,  bond
financing,  and  similar  transactions.  The credit  risk  involved  in
issuing  letters of credit is essentially  the same as that involved in
extending loan facilities to customers. Collateral is obtained based on
management's credit assessment of the customer.

Provident's commitments to extend credit which are not reflected in the
balance sheet at December 31 are as follows:

          (In Millions)                     1999      1998
          ------------------------------------------------
          Commitments to Extend Credit    $2,005    $2,015
          Standby Letters of Credit          131       128


                                  68
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - TRANSACTIONS  WITH AFFILIATES:  At December 31, 1999, Carl H.
Lindner,  members of his immediate family and trusts for their benefit,
owned 47% of American Financial Group's Common Stock. This group, along
with  Carl H.  Lindner's  siblings  and  their  families  and  entities
controlled  by them, or  established  for their  benefit,  owned 53% of
Provident's  Common Stock.  Provident  leases its home office space and
other  office space from a trust,  for the benefit of a  subsidiary  of
American  Financial Group.  Rentals charged by American Financial Group
and  affiliates  for the years ended  December 31, 1999,  1998 and 1997
amounted to $2.5 million, $2.3 million and $2.0 million,  respectively.
Provident also leased one of its branch locations and approximately 200
ATM locations from principal shareholders and their affiliates. Rentals
of  $969,000,   $302,000   and  $217,000   were  charged  by  principal
shareholders  and  their   affiliates   during  1999,  1998  and  1997,
respectively, for ATM and branch locations.

During 1998, a partner of Keating,  Muething & Klekamp  ("KMK")  became
the  trustee of a trust for the  benefit of the family of Mr.  Lindner.
This trust held  approximately 5% of Provident's  Common Stock.  During
1999 and 1998, legal services paid by and on behalf of Provident to KMK
were $2.9 million and $3.2 million, respectively.

Provident has had certain transactions with various executive officers,
directors and principal  holders of equity  securities of Provident and
its subsidiaries and entities in which these  individuals are principal
owners.  Various loans and leases have been made as well as the sale of
commercial paper and repurchase agreements to these persons. Such loans
and leases to these persons aggregated  approximately $59.3 million and
$45.9 million at December 31, 1999 and 1998, respectively. During 1999,
new  loans  and  leases  aggregating  $17.6  million  were made to such
parties and loans and leases  aggregating $4.2 million were repaid. All
of the loans and leases were made at market  interest rates and, in the
opinion of management,  all amounts are fully collectible.  At December
31, 1999 and 1998,  these  persons held  Provident's  commercial  paper
amounting   to  $20.0   million   and  $19.4   million,   respectively.
Additionally,  repurchase  agreements in the amount of $4.8 million and
$37.8  million had been sold to these  persons at December 31, 1999 and
1998,  respectively.  All of these transactions were at market interest
rates.

                                  69
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - FAIR  VALUE OF  FINANCIAL  INSTRUMENTS:  Carrying  values and
estimated fair values for certain financial  instruments as of December
31 are shown in the  following  table.  In cases  where  quoted  market
prices are not  available,  fair  values are based on  estimates  using
present  value or other  valuation  techniques.  Those  techniques  are
significantly  affected by the assumptions used, including the discount
rate and  estimates of future cash flows.  Because no secondary  market
exists for many of Provident's assets and liabilities, the derived fair
values are calculated estimates, and the fair values provided herein do
not  necessarily  represent  the actual values which may be realized in
the disposition of these instruments.  The aggregate fair value amounts
presented do not represent the underlying  value of Provident.  What is
presented below is a point-in-time valuation that is affected, in part,
by   unrealized   gains  and   losses   resulting   from   management's
implementation  of its program to manage overall interest rate risk. It
is not management's  intention to immediately  dispose of a significant
portion of its financial  instruments.  As a result, the following fair
value  information  should not be  interpreted  as a forecast of future
earnings and cash flows.

<TABLE>
<CAPTION>
                                                 1999                        1998
                                      ----------------------------------------------------
                                        Carrying          Fair      Carrying          Fair
(In Thousands)                             Value         Value         Value         Value
------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>
Financial Assets:
  Cash and Cash Equivalents           $  362,136    $  362,136    $  327,441    $  327,441
  Trading Account Securities                   -             -        50,333        50,333
  Investment Securities                2,019,392     2,019,392     1,514,153     1,514,153
  Loans (Excluding Lease Financing)    5,570,619     5,500,810     4,956,429     5,021,042
  Less: Reserve for Loan Losses          (83,631)            -       (69,445)            -
                                       ---------     ---------     ---------     ---------
    Net Loans                          5,486,988     5,500,810     4,886,984     5,021,042
Financial Liabilities:
  Deposits                             6,638,568     6,460,735     5,327,321     5,444,426
  Short-Term Debt                        975,835       975,835       807,503       807,503
  Long-Term Debt (Excluding Lease
    Financing Debt) and Junior
    Subordinated Debentures              877,887       849,599       826,588       819,325
Off-Balance Sheet
 Financial Instruments:
  Interest Rate Swaps                          -      (136,320)            -        16,126
</TABLE>

The following   methods and  assumptions  were  used  by  Provident  in
estimating  its fair value  disclosures  for financial  instruments:

    Cash and cash equivalents:  The carrying amounts reported in the
    balance  sheet for cash  and short-term instruments  approximate
    those assets' fair values.

                                  70
 <PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    Trading  account  securities  and  investment  securities:  Fair
    values for trading account securities and investment  securities
    are based on quoted market prices,  where  available.  If quoted
    market prices are not available, fair values are based on quoted
    market prices of comparable  instruments.  Retained  interest in
    securitized   assets  is  valued  using   discounted  cash  flow
    techniques.  Significant  assumptions  used in the valuation are
    presented in Note 3.

    Loans: For variable-rate  loans that reprice frequently and with
    no significant  change in credit risk,  fair values are based on
    carrying  values.  The  fair  values  for  certain   residential
    mortgage  loans  and  other  consumer  loans are based on quoted
    market  prices  of  similar  loans  sold  in  conjunction   with
    securitization  transactions,  adjusted for  differences in loan
    characteristics.  The fair values for other loans are  estimated
    using discounted cash flow analyses and interest rates currently
    being  offered  for loans with  similar  terms to  borrowers  of
    similar credit quality.

    Deposits:  The fair values  disclosed  for demand  deposits  are
    equal  to their  carrying  amounts.  The  carrying  amounts  for
    variable-rate, fixed-term money market accounts and certificates
    of deposit  approximate their fair values at the reporting date.
    Fair values for fixed-rate certificates of deposit are estimated
    using a discounted cash flow  calculation  that applies interest
    rates  currently  being offered on certificates to a schedule of
    aggregated expected monthly maturities on time deposits.

    Short-term   debt:   The  carrying   amounts  of  federal  funds
    purchased,  borrowings  under repurchase  agreements,  and other
    short-term borrowings approximate their fair values.

    Long-term  debt and  junior  subordinated  debentures:  The fair
    values of  long-term  borrowings  that are traded in the markets
    are equal to their  quoted  market  prices.  The fair  values of
    other long-term  borrowings  (other than deposits) are estimated
    using  discounted  cash  flow  analyses,  based  on  Provident's
    current  incremental   borrowing  rates  for  similar  types  of
    borrowing arrangements.

    Off-balance sheet financial instruments: Fair value for interest
    rate swaps is based upon current market quotes.

                                  71
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19 - ADDITIONAL INFORMATION:

LEGAL CONTINGENCIES: Provident is subject to litigation in the ordinary
course of business.  Management  does not expect such  litigation  will
have a material adverse effect on Provident's financial position.

RESTRICTIONS ON CASH AND NONINTEREST BEARING DEPOSITS:  Federal Reserve
Board regulations require that The Provident Bank and Provident Bank of
Florida maintain certain minimum reserve  balances.  The average amount
of those  reserve  balances for the year ended  December 31, 1999,  was
approximately $58.6 million.

OTHER REAL ESTATE  OWNED:  At December 31, 1999 and 1998,  the carrying
value of other real  estate and  equipment  owned was $3.7  million and
$2.7 million, respectively.

RESTRICTED  ASSETS:  Provident formed the subsidiaries  listed below to
account  for and  support  the  process of  transferring,  securitizing
and/or selling of vehicle and equipment leases.  These subsidiaries are
separate  legal  entities  and each  maintains  books and records  with
respect   to  its  assets   and   liabilities.   The  assets  of  these
subsidiaries,   which  are  included  in  the  consolidated   financial
statements,  are not available to secure financing or otherwise satisfy
claims of creditors of Provident or any of its other subsidiaries.

The  subsidiaries  and their total  assets as of December  31, 1999 and
1998 follow:

                                                        December 31,
                                                    -------------------
Subsidiary                                              1999       1998
-----------------------------------------------------------------------
Provident Auto Leasing Company                      $447,388   $469,114
Provident Auto Rental Corp. 1998-1                    30,851     46,424
Provident Auto Rental Corp. 1998-2                    27,745          -
Provident Auto Rental LLC 1999-1                     180,485          -
Provident Auto Rental Company, LLC 1999-PRU           89,207          -
Provident Lease Receivables Corporation               74,768     26,957

The  above  amounts   include   items  which  are   eliminated  in  the
Consolidated Financial Statements.

RESTRICTIONS  ON TRANSFER  OF FUNDS FROM  SUBSIDIARIES  TO PARENT:  The
transfer  of  funds  by  the  banking  subsidiaries  to the  parent  as
dividends, loans or advances is subject to various laws and regulations
that  limit  the  amount  of such  transfers  that can be made  without
regulatory   approval.   The  maximum  amount  available  for  dividend
distribution  that  may be  paid  in 2000  by The  Provident  Bank  and
Provident   Bank  of  Florida  to  its  parent   without   approval  is
approximately $161.6 million, plus 2000 net income. Pursuant to Federal
Reserve and State  regulations,  the  maximum  amount  available  to be
loaned to affiliates  (as  defined),  including  their  Parent,  by the
banking  subsidiaries,  was approximately  $118.7 million to any single
affiliate, and $237.4 million to all affiliates combined of which $26.9
million was loaned at December 31, 1999.

                                  72
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PARENT  COMPANY  FINANCIAL  INFORMATION:  Parent Company only condensed
financial  information  for  Provident  Financial  Group,  Inc.  is  as
follows:

                        BALANCE SHEETS (PARENT ONLY)

                                                         December 31,
                                                  -----------------------
(In Thousands)                                          1999         1998
-------------------------------------------------------------------------
ASSETS
  Cash and Cash Equivalents                       $  153,530   $  193,470
  Investment Securities Available for Sale           186,147      148,545
  Investment in Subsidiaries:
    Banking                                          884,121      667,459
    Non-Banking                                        7,755        3,710
  Premises and Equipment                               1,437        1,468
  Accounts Receivable from Banking Subsidiaries       28,448       45,616
  Other Assets                                        36,694       31,093
                                                  ----------   ----------
                                                  $1,298,132   $1,091,361
                                                  ==========   ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities:
    Accounts Payable and Accrued Expenses         $   41,908   $   37,627
    Commercial Paper                                 201,784      245,291
    Long-Term Debt                                     1,759        2,617
    Junior Subordinated Debentures                   227,028      101,972
                                                  ----------   ----------
      Total Liabilities                              472,479      387,507
Shareholders' Equity                                 825,653      703,854
                                                  ----------   ----------
                                                  $1,298,132   $1,091,361
                                                  ==========   ==========

<TABLE>

                         STATEMENTS OF INCOME (PARENT ONLY)
<CAPTION>
                                                         Year Ended December 31,
                                                     ------------------------------
(In Thousands)                                           1999       1998       1997
-----------------------------------------------------------------------------------
<S>                                                  <C>        <C>        <C>
Income:
  Dividends from Banking Subsidiaries                $ 60,000   $ 51,000   $      -
  Interest Income from Banking Subsidiaries             8,869      4,899      5,605
  Other Interest Income                                 5,504     10,097      7,364
  Noninterest Income                                    1,976      1,748      4,157
                                                     --------   --------   --------
                                                       76,349     67,744     17,126
Expenses:
  Interest Expense                                     24,934     22,088     18,219
  Noninterest Expense                                   3,030      4,684      4,542
                                                     --------   --------   --------
                                                       27,964     26,772     22,761
                                                     --------   --------   --------
Income Before Taxes and Equity in Undistributed
  Net Income of Subsidiaries                           48,385     40,972     (5,635)
Applicable Income Tax Credits                           4,439      4,157      2,494
                                                     --------   --------   --------
Income Before Equity in Undistributed Net Income
  of Subsidiaries                                      52,824     45,129     (3,141)
Equity in Undistributed Net Income of Subsidiaries     93,569     69,823    110,578
                                                     --------   --------   --------
Net Income                                           $146,393   $114,952   $107,437
                                                     ========   ========   ========
</TABLE>

                                  73
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>

                          STATEMENTS OF CASH FLOWS (PARENT ONLY)
<CAPTION>
                                                          Year Ended December 31,
                                                    -----------------------------------
(In Thousands)                                           1999         1998         1997
---------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>
Operating Activities:
 Net Income                                         $ 146,393    $ 114,952    $ 107,437
 Adjustment to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Net Income from Subsidiaries                      (153,569)    (120,823)    (110,578)
   Cash Dividends Received From Subsidiaries           60,000       51,000            -
   Amortization of Goodwill and Other                     799          690          396
   Depreciation of Premises and Equipment                  31           36           54
   Realized Investment Security (Gains) Losses            (63)          29       (1,068)
   Proceeds From Sale of Loans Held for Sale                -        1,831       41,123
   Origination of Loans Held for Sale                       -            -      (41,943)
   Realized (Gains) Losses on Loans Held for Sale           -            2          (58)
   Increase in Interest Receivable                     (1,913)         (48)        (396)
   (Increase) Decrease in Other Assets                 16,145      (28,173)     (18,588)
   Decrease in Interest Payable                          (129)         (27)          (1)
   Increase in Other Liabilities                        4,410       26,823        7,767
                                                    ---------    ---------    ---------
    Net Cash Provided by (Used In) Operating
     Activities                                        72,104       46,292      (15,855)
                                                    ---------    ---------    ---------
Investing Activities:
 Investment Securities Available for Sale:
  Proceeds from Sales                                 115,829       10,202       11,571
  Proceeds from Maturities and Prepayments             17,996       43,252       20,329
  Purchases                                          (171,683)     (34,603)    (187,386)
 Net Decrease in Premises and Equipment                     -            -            9
                                                    ---------    ---------    ---------
  Net Cash Provided by (Used In) Investing
   Activities                                         (37,858)      18,851     (155,477)
                                                    ---------    ---------    ---------
Financing Activities:
 Net Increase (Decrease) in Short-Term Debt           (43,507)      43,273       62,353
 Principal Payments on Long-Term Debt                    (914)        (788)        (545)
 Proceeds from Issuance of Long-Term Debt and
  Junior Subordinated Debentures                      124,984        1,492            -
 Cash Dividends Paid                                  (38,248)     (35,308)     (30,247)
 Purchase of Treasury Stock                            (8,645)     (21,425)           -
 Proceeds from Exercise of Stock Options                4,141       25,298       16,068
 Contribution to Subsidiaries                        (112,478)           -            -
 Net Increase in Other Equity Items                       481            -           19
                                                    ---------    ---------    ---------
  Net Cash Provided by (Used In) Financing
   Activities                                         (74,186)      12,542       47,648
                                                    ---------    ---------    ---------
Increase (Decrease) in Cash and
 Cash Equivalents                                     (39,940)      77,685     (123,684)
Cash and Cash Equivalents at Beginning of Year        193,470      115,785      239,469
                                                    ---------    ---------    ---------
 Cash and Cash Equivalents at End of Year           $ 153,530    $ 193,470    $ 115,785
                                                    =========    =========    =========
</TABLE>

                                  74
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SUPPLEMENTARY DATA

Quarterly Consolidated Results of Operations - (Unaudited)
----------------------------------------------------------

The following are quarterly  consolidated results of operations for the
two years ended December 31, 1999.

<TABLE>
<CAPTION>
                                           Fourth        Third       Second        First
(In Thousands Except Per Share Data)      Quarter      Quarter      Quarter      Quarter
----------------------------------------------------------------------------------------
<S>                                     <C>          <C>          <C>          <C>
1999:
 Total Interest Income                  $ 182,943    $ 170,658    $ 162,893    $ 157,475
 Total Interest Expense                  (100,999)     (92,100)     (84,232)     (84,711)
                                        ---------    ---------    ---------    ---------
  Net Interest Income                      81,944       78,558       78,661       72,764
 Provision for Loan and Lease Losses      (10,777)     (16,435)      (8,050)     (12,900)
                                        ---------    ---------    ---------    ---------
  Net Interest Income After Provision
   for Loan and Lease Losses               71,167       62,123       70,611       59,864
 Noninterest Income                        71,261       75,733       58,917       64,567
 Noninterest Expense                      (80,807)     (80,389)     (74,662)     (72,297)
                                        ---------    ---------    ---------    ---------
  Income Before Income Taxes               61,621       57,467       54,866       52,134
 Applicable Income Taxes                  (21,723)     (20,253)     (19,340)     (18,379)
                                        ---------    ---------    ---------    ---------
  Net Income                            $  39,898    $  37,214    $  35,526    $  33,755
                                        =========    =========    =========    =========
 Net Earnings Per Common Share:
  Basic                                 $     .92    $     .87    $     .83    $     .79
  Diluted                                     .89          .84          .80          .76
  Cash Dividends                              .22          .22          .22          .22

1998:
 Total Interest Income                  $ 165,523    $ 165,752    $ 155,299    $ 147,186
 Total Interest Expense                   (88,810)     (91,275)     (86,472)     (80,510)
                                        ---------    ---------    ---------    ---------
  Net Interest Income                      76,713       74,477       68,827       66,676
 Provision for Loan and Lease Losses      (11,700)      (9,500)      (5,000)      (5,000)
                                        ---------    ---------    ---------    ---------
  Net Interest Income After Provision
   for Loan and Lease Losses               65,013       64,977       63,827       61,676
 Noninterest Income                        59,723       56,728       56,831       49,705
 Noninterest Expense                      (95,916)     (70,955)     (70,904)     (64,631)
                                        ---------    ---------    ---------    ---------
  Income Before Income Taxes               28,820       50,750       49,754       46,750
 Applicable Income Taxes                   (9,938)     (17,730)     (17,364)     (16,090)
                                        ---------    ---------    ---------    ---------
  Net Income                            $  18,882    $  33,020    $  32,390    $  30,660
                                        =========    =========    =========    =========
 Net Earnings Per Common Share:
  Basic                                 $     .44    $     .76    $     .75    $     .71
  Diluted                                     .42          .73          .72          .68
  Cash Dividends                              .20          .20          .20          .20
</TABLE>

Quarterly  earnings  per share  numbers do not add to the  year-to-date
amounts due to rounding.

                                  75
<PAGE>

           PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pro-forma Information of Acquisition - (Unaudited)

During  the first  quarter of the year 2000,  Provident  completed  the
proposed acquisition of Fidelity Financial of Ohio, Inc., the parent of
Centennial  Bank for  approximately  4.6  million  shares of  Provident
Common Stock,  having an aggregate  value of $151.7 million at closing.
Centennial Bank, which had fifteen branches in the Cincinnati area, was
merged with The Provident  Bank. The acquisition was accounted for as a
pooling-of-interest  transaction.  Pro-forma  results of operations for
the three  years  ending  December  31,  1999 as though  the  merger of
Fidelity  Financial  had  occurred  at January 1, 1997,  are  presented
below:

                                            Year Ended December 31,
                                        ------------------------------
(In Millions Except Per Share Data)         1999       1998       1997
----------------------------------------------------------------------
Total Revenue (Net Interest Income
  Plus Noninterest Income)              $609,296   $536,544   $462,035
Net Income                               150,949    122,427    114,715
Basic Earnings Per Share                    3.18       2.57       2.51
Diluted Earnings Per Share                  3.08       2.48       2.38


                                  76
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-----------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

None

                                PART III

The  following  items are  incorporated  by  reference  to  Provident's
definitive proxy statement to be filed with the Commission  pursuant to
Regulation  14A within 120 days after the close of  Provident's  fiscal
year ending December 31, 1999:

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

                                PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
------------------------------------------------------------------------

(a) 1. See Index to Financial  Statements  on page 44 for a list of all
       financial statements filed as a part of this report.

    2. Schedules to the consolidated  financial  statements required by
       Article 9 of  Regulation S-X  have been  omitted as they are not
       required, not applicable or the information required  thereby is
       set forth in the related financial statements.

    3. Exhibits:

    Number  Exhibit Description          Filing Status
    ------  -------------------          -------------

    3.1     Articles of Incorporation    Incorporated by reference to
                                         Form 10-Q for quarter ending
                                         June 30, 1997.

    3.2     Code of Regulations          Incorporated by reference to
                                         Proxy Statement for the 1994
                                         Annual Meeting of
                                         Shareholders.

                                  77
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

    Number  Exhibit Description          Filing Status
    ------  -------------------          -------------

    4.1     Instruments defining the     Provident has no
            rights of security           outstanding issue of
            holders                      indebtedness exceeding 10%
                                         of  the  assets  of  Provident
                                         Financial   and   Consolidated
                                         Subsidiaries.  A  copy  of the
                                         instruments    defining    the
                                         rights  of  security   holders
                                         will  be   furnished   to  the
                                         Commission upon request.

    4.2     Plan of Reorganization       Incorporated by reference to
            relating to Series D,        Form 10-K for 1995.
            Non-Voting Convertible
            Preferred Stock

    10.1    Junior Subordinated          Incorporated by reference to
            Indenture, dated as of       Exhibit 4.1 on Form 8-K dated
            November 27, 1996,           November 27, 1996.
            between Provident and the
            Bank of New York, as
            Indenture Trustee

    10.2    Amended and Restated         Incorporated by reference to
            Declaration of Trust of      Exhibit 4.3 on Form 8-K dated
            Provident Capital Trust I,   November 27, 1996.
            I, dated as of November
            27, 1996

    10.3    Form of Guarantee            Incorporated by reference to
            Agreement to be entered      registration statement number
            Into by Provident and The    333-20769.
            Bank of New York, as
            Guarantee Trustee

    10.4    Provident 1990 Employee      Incorporated by reference to
            Stock Purchase Plan(1)       Post-Effective Amendment No.
                                         1 to Form S-8 (File No.
                                         33-34904).

    10.5    Provident Retirement Plan    Incorporated by reference to
            (As amended)(1)              Form S-8 (File No. 33-90792).

    10.6    Provident 1988 Stock         Incorporated by reference to
            Option Plan (As amended)(1)  Form S-8 (File No. 33-34906),
                                         Form S-8 (File No. 33-43102)
                                         and Form S-8 (File No.
                                         33-84094).

                                  78
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

    Number  Exhibit Description          Filing Status
    ------  -------------------          -------------

    10.7    Provident 1992 Advisory      Incorporated by reference to
            Directors' Stock Option      Form 8-K filed October 22,
            Plan (As amended)(1)          1992, and Form S-8 (File No.
                                         33-62707).

    10.8    Provident 1992 Outside       Incorporated by reference to
            Directors' Stock Option      Form S-8 (File No. 33-51230).
            Plan(1)

    10.9    Provident Restricted         Incorporated by reference to
            Stock Plan(1)                Form S-2 (File No. 33-44641).

    10.10   Provident Deferred           Incorporated by reference to
            Compensation Plan(1)         Form S-8 (File No. 33-61576)
                                         and Form 8-K filed March 28,
                                         1995.

    10.11   Registration of Preferred    Incorporated by reference to
            Capital Securities,          Form S-3 (File No. 333-80231).
            Between Provident Capital
            Trust II, Provident and
            Chase Manhattan Bank.

    10.12   Agreement and Plan of        Incorporated by reference to
            Reorganization between       Form S-4 (File No. 333-88723).
            Provident and Fidelity
            Financial of Ohio, Inc.

    10.13   Employment agreement         Filed herewith.
            between Provident Financial
            and Christopher J. Carey.(1)

    21      Subsidiaries of Provident    Filed herewith.
            Financial Group, Inc.

    23      Consent of Independent       Filed herewith.
            Auditors

    27      Financial Data Schedule      Filed herewith.


    (1) Management Compensatory Agreements

(b) Reports on Form 8-K:

    Date of Report:  November 24, 1999

Item 5.  Announced  that final  regulatory  approval to consummate  the
previously  announced  acquisition of Fidelity  Financial of Ohio, Inc.
was granted on November  17, 1999.  Under the terms of the  acquisition
agreement,  at  closing  each  outstanding  common  share  of  Fidelity
Financial will convert into 0.4939 shares of Provident common stock.

                                  79
<PAGE>

            PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                               Signatures

         Pursuant to the  requirements  of Section 13 of the Securities
Exchange Act of 1934,  Provident  Financial Group, Inc. has duly caused
this  report to be signed on its behalf by the  undersigned,  thereunto
duly authorized.

                                        Provident Financial Group, Inc.


                                              /s/Robert L. Hoverson
                                              ---------------------
                                                 Robert L. Hoverson
                                                      President
                                                   March 10, 2000

     Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  this report has been signed  below by the  following  persons on
behalf of Provident  Financial Group, Inc. and in the capacities and on
the dates indicated.

       Signature                  Capacity                    Date
       ---------                  --------                    ----

/s/Robert L. Hoverson    Director and President        March 10, 2000
-----------------------  (Principal Executive Officer)
   Robert L. Hoverson

/s/Jack M. Cook          Director                      March 10, 2000
------------------------
   Jack M. Cook

/s/Thomas D. Grote, Jr.  Director                      March 10, 2000
-----------------------
   Thomas D. Grote, Jr.

/s/Philip R. Myers       Director                      March 10, 2000
-----------------------
   Philip R. Myers

/s/Joseph A. Pedoto      Director                      March 10, 2000
-----------------------
   Joseph A. Pedoto

/s/Sidney A. Peerless    Director                      March 10, 2000
-----------------------
   Sidney A. Peerless

/s/Joseph A. Steger      Director                      March 10, 2000
-----------------------
   Joseph A. Steger

/s/Christopher J. Carey  Executive Vice President      March 10, 2000
-----------------------  and Chief Financial Officer
   Christopher J. Carey

                                  80
<PAGE>