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August 27, 1998



Mr. Jerry L. Grace
Sr. Vice President/Treasurer
The Provident Bank
One East Fourth Street
Cincinnati, Ohio  45202

Dear Jerry:

As    we    discussed,   your   employment   as    Senior    Vice
President/Treasurer  of  The Provident Bank  and/or  its  parent,
Provident  Financial  Group,  Inc.,  and  all  subsidiaries   and
affiliated  business entities (herein collectively  "Provident"),
is  ending effective September 18, 1998, on which date  you  will
retire.  You have indicated that you desire to assist us with  an
orderly transition.

Your  retirement rights to continue to participate in Provident's
group health and insurance program, and your conversion privilege
under  the  group life insurance plan are described  in  separate
documents that will be mailed to you.

Given  your years of loyal service to Provident, Provident offers
you the following Arrangement.  You agree to the following:

     1.   Through  September  18,  1998, you  will  cooperate  in
          making an orderly transition and report to me.
     
     2.   You will not at any time make any materially derogatory
          statement  about,  or do anything materially  injurious
          to, Provident.
     
     3.   You  waive  your  rights to future  re-employment  with
          Provident.
     
     4.   For  a  period of 104 weeks following your  retirement,
          you  or  a  business entity controlled by you will  not
          directly, nor indirectly, hire or recruit any Provident
          associates or attempt to influence any associate to end
          employment with Provident.
     
     5.   You  will  return to me, before 5:00 p.m. on  September
          17,  1998,  which is 21 days from the date you  receive
          this  letter, the signed originals of this  letter  and
          the attached General Release.
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     6.   Save  and  except if this letter becomes  a  matter  of
          public record, you will not discuss with anyone,  other
          than your spouse and immediate family and your personal
          legal,  tax  or  financial advisor, the terms  of  this
          Agreement.  In fact, we recommend that you consult your
          personal attorney before acting on this offer letter.
     
     7.   You  will  hold  in strict confidence  all  information
          relating  to  Provident's current and planned  business
          operations   which  is  not  generally  known   outside
          Provident,   and  will  not  disclose   any   of   such
          proprietary information to any third party without  the
          prior  written  consent  of  an  executive  officer  of
          Provident.
     
If  you comply with the terms set forth in numbered paragraphs  1
through 7, immediately above, Provident agrees that it will:

     (a)  Pay,   as  salary  continuation  and  separation,  your
          current  regular salary, in bi-weekly payments to  you,
          for  the  next 104 weeks, with all payments subject  to
          required withholdings;
     
     (b)  Have   Provident  records  reflect  that  you   retired
          effective  September 15, 1998, and, in the  future,  if
          Provident  receives  an  inquiry  from  a  third  party
          concerning your employment, Provident will provide  the
          following  information:  "Mr. Grace  served  nearly  14
          years  with  Provident, working for  his  last  several
          years  as Senior Vice President/Treasurer.  He  retired
          from  that  position and left employment with Provident
          on September 18, 1998";
     
     (c)  Not  contest  your claim for unemployment  compensation
          benefits; and
     
     (d)  Honor  all  of  your rights under Provident's  employee
          retirement  benefit plans, as defined under  ERISA,  or
          other laws relating to them.
            
If you have any questions, please contact me without delay.

Sincerely,


/s/Robert L. Hoverson
Robert L. Hoverson
President and Chief Executive Officer
                                
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                       ACCEPTANCE OF OFFER


Having  read,  having been given an opportunity to ask  questions
about, and fully understanding the terms and conditions, I accept
the above Arrangement this 27 day of August, 1998.

I  understand  that this Arrangement will not be effective  until
the  eighth day after I sign below because, if I choose to do so,
I  have  seven days after accepting to change my mind and deliver
to Provident written notice of my desire to cancel my acceptance.
Provident,  however, will not withdraw or cancel this  offer  and
agreement during such time.



                              /s/ Jerry L. Grace
                              Jerry L. Grace