# SECURITIES AND
EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-Q

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

|                               | 
|------------------------------ | 
|For the Quarterly Period Ended | 
|March 31, 2004                 | 

# PROVIDENT FINANCIAL
GROUP, INC.

|                   | 
|------------------ | 
|Incorporated under | 
|the Laws of Ohio   | 

One East Fourth Street,
Cincinnati, Ohio 45202 Phone: 513-579-2000

Indicate by check  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 (or for such
 shorter  period that the  registrant  was required to file such  reports),  and (2) has
been  subject to such filing  requirements  for the past 90 days. Yes [X] No[ ]

Indicate by check whether the registrant
is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes [X] No [ ]

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date: Common stock, without par value, outstanding at April 30, 2004 is
49,536,519.

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

1

---

PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

INDEX TO QUARTERLY
REPORT

ON FORM 10-Q

|                                                                     | 
|-------------------------------------------------------------------- | 
|PART I.  FINANCIAL INFORMATION                                       | 
|                                                                     | 
|ITEM 1.  FINANCIAL STATEMENTS                                        | 
|                                                                     | 
|Consolidated Balance Sheets                                          | 
|Consolidated Statements of Income                                    | 
|Consolidated Statements of Changes in Shareholders' Equity           | 
|Consolidated Statements of Cash Flows                                | 
|Notes to the Consolidated Financial Statements                       | 
|                                                                     | 
|ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION | 
|AND RESULTS OF OPERATIONS                                            | 
|                                                                     | 
|ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  | 
|                                                                     | 
|ITEM 4.  CONTROLS AND PROCEDURES                                     | 
|                                                                     | 
|PART II.  OTHER INFORMATION                                          | 
|                                                                     | 
|ITEM 1.  LEGAL PROCEEDINGS                                           | 
|                                                                     | 
|ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                            | 
|                                                                     | 
|SIGNATURE                                                            | 

2

---

# PART I. FINANCIAL
INFORMATION

ITEM 1.  FINANCIAL
STATEMENTS

# PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES   CONSOLIDATED BALANCE SHEETS

|(Dollars in Thousands)                               | March 31,
2004
(Unaudited) | December 31,
2003
|---------------------------------------------------- | -------------------------- | -----------------
|ASSETS                                               |                            |                  
|Cash and Due from Banks                              |                            |                  
|Federal Funds Sold and Reverse Repurchase Agreements |                            |                  
|Trading Account Securities                           |                            |                  
|Loans and Leases Held for Sale                       |                            |                  
|Investment Securities Available for Sale             |                            |                  
|(amortized cost - $4,586,489 and $4,574,477)         |                            |                  
|Investment Securities Held to Maturity               |                            |                  
|(market value - $202,889,140 and $0)                 |                            |                  
|Loans and Leases:                                    |                            |                  
|Corporate Lending:                                   |                            |                  
|Commercial                                           |                            |                  
|Mortgage                                             |                            |                  
|Construction                                         |                            |                  
|Lease Financing                                      |                            |                  
|Consumer Lending:                                    |                            |                  
|Installment                                          |                            |                  
|Residential                                          |                            |                  
|Lease Financing                                      |                            |                  
|                                                     |                            |                  
|Total Loans and Leases                               |                            |                  
|Reserve for Loan and Lease Losses                    |                            |                  
|                                                     |                            |                  
|Net Loans and Leases                                 |                            |                  
|Leased Equipment                                     |                            |                  
|Premises and Equipment                               |                            |                  
|Goodwill                                             |                            |                  
|Other Assets                                         |                            |                  
|                                                     |                            |                  
|TOTAL ASSETS                                         |                            |                  
|                                                     |                            |                  
|LIABILITIES AND SHAREHOLDERS' EQUITY                 |                            |                  
|Liabilities:                                         |                            |                  
|Deposits:                                            |                            |                  
|Noninterest Bearing                                  |                            |                  
|Interest Bearing                                     |                            |                  
|                                                     |                            |                  
|Total Deposits                                       |                            |                  
|Short-Term Debt                                      |                            |                  
|Long-Term Debt                                       |                            |                  
|Junior Subordinated Debentures                       |                            |                  
|Minority Interest                                    |                            |                  
|Accrued Interest and Other Liabilities               |                            |                  
|                                                     |                            |                  
|Total Liabilities                                    |                            |                  
|Shareholders' Equity:                                |                            |                  
|Preferred Stock, 5,000,000 Shares Authorized,        |                            |                  
|Series D, 70,272 Issued                              |                            |                  
|Common Stock, No Par Value, 110,000,000 Shares       |                            |                  
|Authorized, 49,400,989 and 49,039,997 Issued         |                            |                  
|Capital Surplus                                      |                            |                  
|Retained Earnings                                    |                            |                  
|Accumulated Other Comprehensive Income (Loss)        |                            |                  
|                                                     |                            |                  
|Total Shareholders' Equity                           |                            |                  
|                                                     |                            |                  
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           |                            |                  
|                                                     |                            |                  
|See notes to consolidated financial statements       |                            |                  

3

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# PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

|                                               | Three Months Ended
March 31, | 
|---------------------------------------------- | ---------------------------- | 
|
|Interest Income:                               |                              | 
|Interest and Fees on Loans and Leases          |                              | 
|Interest on Investment Securities              |                              | 
|Other Interest Income                          |                              | 
|                                               |                              | 
|Total Interest Income                          |                              | 
|Interest Expense:                              |                              | 
|Interest on Deposits:                          |                              | 
|Savings and Demand Deposits                    |                              | 
|Time Deposits                                  |                              | 
|                                               |                              | 
|Total Interest on Deposits                     |                              | 
|Interest on Short-Term Debt                    |                              | 
|Interest on Long-Term Debt                     |                              | 
|Interest on Junior Subordinated Debentures     |                              | 
|                                               |                              | 
|Total Interest Expense                         |                              | 
|                                               |                              | 
|Net Interest Income                            |                              | 
|Provision for Loan and Lease Losses            |                              | 
|                                               |                              | 
|Net Interest Income After Provision            |                              | 
|for Loan and Lease Losses                      |                              | 
|Noninterest Income:                            |                              | 
|Service Charges on Deposit Accounts            |                              | 
|Loan Servicing Fees                            |                              | 
|Commercial Mortgage Banking Revenue            |                              | 
|Other Service Charges and Fees                 |                              | 
|Leasing Income                                 |                              | 
|Cash Gains on Sales of Loans and Leases        |                              | 
|Warrant Gains                                  |                              | 
|Net Security Gains                             |                              | 
|Other                                          |                              | 
|                                               |                              | 
|Total Noninterest Income                       |                              | 
|Noninterest Expense:                           |                              | 
|Salaries, Wages and Benefits                   |                              | 
|Charges and Fees                               |                              | 
|Occupancy                                      |                              | 
|Leasing Expense                                |                              | 
|Equipment Expense                              |                              | 
|Professional Fees                              |                              | 
|Minority Interest Expense                      |                              | 
|Other                                          |                              | 
|                                               |                              | 
|Total Noninterest Expense                      |                              | 
|                                               |                              | 
|Income Before Income Taxes                     |                              | 
|Applicable Income Taxes                        |                              | 
|                                               |                              | 
|Net Income                                     |                              | 
|                                               |                              | 
|Per Common Share:                              |                              | 
|Basic Earnings Per Share                       |                              | 
|Diluted Earnings Per Share                     |                              | 
|Cash Dividends Paid                            |                              | 
|                                               |                              | 
|                                               |                              | 
|See notes to consolidated financial statements |                              | 

4

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

|(In Thousands)                                 | Preferred
Stock | Common
Stock | Capital
Surplus | Retained
Earnings | Accumulated
Other
Comprehensive
Income (Loss) | Total
|---------------------------------------------- | --------------- | ------------ | --------------- | ----------------- | --------------------------------------------- | -----
|Balance at January 1, 2003                     |                 |              | $               | 7,000             |                                               | $    
|Net Income                                     |                 |              |                 |                   |                                               |      
|Other Comprehensive Income,                    |                 |             
|Net of Tax:                                    |                 |             
|Change in Unrealized                           |                 |             
|Gains (Losses) on:                             |                 |             
|Hedging Instruments                            |                 |              |                 |                   |                                               |      
|Marketable Securities                          |                 |              |                 |                   |                                               |      
|                                               |                 |              |                 |                   |                                               |      
|Total Comprehensive Income                     |                 |              |                 |                   |                                               |      
|Dividends Paid on:                             |                 |             
|Preferred Stock                                |                 |              |                 |                   |                                               |      
|Common Stock                                   |                 |              |                 |                   |                                               |      
|Exercise of Stock Options and                  |                 |             
|Accompanying Tax Benefits                      |                 |              |                 |                   |                                               |      
|Benefit Plan Assets in                         |                 |             
|Provident Stock                                |                 |              |                 |                   |                                               |      
|Other                                          |                 |              |                 |                   |                                               |      
|                                               |                 |              |                 |                   |                                               |      
|Balance at March 31, 2003                      |                 |              | $               | 7,000             |                                               | $    
|                                               |                 |              |                 |                   |                                               |      
|Balance at January 1, 2004                     |                 |              | $               | 7,000             |                                               | $    
|Net Income                                     |                 |              |                 |                   |                                               |      
|Other Comprehensive Income,                    |                 |             
|Net of Tax:                                    |                 |             
|Change in Unrealized                           |                 |             
|Gains (Losses) on:                             |                 |             
|Hedging Instruments                            |                 |              |                 |                   |                                               |      
|Marketable Securities                          |                 |              |                 |                   |                                               |      
|                                               |                 |              |                 |                   |                                               |      
|Total Comprehensive Income                     |                 |              |                 |                   |                                               |      
|Dividends Paid on:                             |                 |             
|Preferred Stock                                |                 |              |                 |                   |                                               |      
|Common Stock                                   |                 |              |                 |                   |                                               |      
|Exercise of Stock Options and                  |                 |             
|Accompanying Tax Benefits                      |                 |              |                 |                   |                                               |      
|Benefit Plan Assets in                         |                 |             
|Provident Stock                                |                 |              |                 |                   |                                               |      
|Expensing of Stock Options,                    |                 |             
|Net of Tax                                     |                 |              |                 |                   |                                               |      
|                                               |                 |              |                 |                   |                                               |      
|Balance at March 31, 2004                      |                 |              | $               | 7,000             |                                               | $    
|                                               |                 |              |                 |                   |                                               |      
|See notes to consolidated financial statements |                 |             

5

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# PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

|                                                | Three Months Ended March 31, | 
|----------------------------------------------- | ---------------------------- | 
|
|Operating Activities:                           |                              | 
|Net Income                                      |                              | 
|Adjustments to Reconcile Net Income to Net Cas  |                              | 
|Provided by (Used In) Operating Activities:     |                              | 
|Provision for Loan and Lease Losses             |                              | 
|Amortization and Accretion                      |                              | 
|Depreciation of Leased Equipment                |                              | 
|Depreciation of Premises and Equipment          |                              | 
|Impairment Charge on Mortgage Servicing Asse    |                              | 
|Tax Benefit Received from Exercise of Stock     |                              | 
|Expensing of Stock Option Grants                |                              | 
|Realized Investment Security Gains              |                              | 
|Proceeds from Sale of Loans Held for Sale       |                              | 
|Origination of Loans Held for Sale              |                              | 
|Realized Gains on Loans Held for Sale           |                              | 
|(Increase) Decrease in Trading Account Secur    |                              | 
|Decrease in Interest Receivable                 |                              | 
|Increase in Other Assets                        |                              | 
|Increase (Decrease) in Interest Payable         |                              | 
|Increase (Decrease) in Other Liabilities        |                              | 
|                                                |                              | 
|Net Cash Provided By Operating Activities       |                              | 
|                                                |                              | 
|Investing Activities:                           |                              | 
|Investment Securities Available for Sale:       |                              | 
|Proceeds from Sales                             |                              | 
|Proceeds from Maturities and Prepayments        |                              | 
|Purchases                                       |                              | 
|Investment Securities Held to Maturity:         |                              | 
|Purchases                                       |                              | 
|Increase in Loans and Leases                    |                              | 
|Decrease in Operating Lease Equipment           |                              | 
|Increase in Premises and Equipment              |                              | 
|                                                |                              | 
|Net Cash Used In Investing Activities           |                              | 
|                                                |                              | 
|Financing Activities:                           |                              | 
|Increase (Decrease) in Deposits                 |                              | 
|Increase (Decrease) in Short-Term Debt          |                              | 
|Principal Payments on Long-Term Debt            |                              | 
|Proceeds From Issuance of Long-Term Debt        |                              | 
|Cash Dividends Paid                             |                              | 
|Proceeds from Exercise of Stock Options         |                              | 
|Net Increase in Other Equity Items              |                              | 
|                                                |                              | 
|Net Cash Provided By (Used In) Financing Ac     |                              | 
|                                                |                              | 
|Increase (Decrease) in Cash and Cash Equiv      |                              | 
|Cash and Cash Equivalents at Beginning of Perio |                              | 
|                                                |                              | 
|Cash and Cash Equivalents at End of Period      |                              | 
|                                                |                              | 
|Supplemental Disclosures of Cash Flow Informati |                              | 
|Cash Paid for:                                  |                              | 
|Interest                                        |                              | 
|Income Taxes                                    |                              | 
|Non-Cash Activity:                              |                              | 
|Transfer of Loans and Leases to                 |                              | 
|Other Real Estate and Equipment                 |                              | 
|                                                |                              | 
|                                                |                              | 
|See notes to consolidated financial statements  |                              | 

6

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

NOTE 1.  BASIS OF
PRESENTATION

The accompanying unaudited financial
statements reflect all adjustments, consisting of normal recurring accruals, which are, in
the opinion of management, necessary for a fair presentation of the financial position,
the results of operations, changes in shareholders equity and cash flows for the
periods presented. These financial statements have been prepared according to the rules
and regulations of the Securities and Exchange Commission (SEC) pertaining to Form 10-Q
and, therefore, certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally accepted
in the United States (GAAP) have been omitted. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements
include the accounts of Provident Financial Group, Inc. (Provident) and its subsidiaries.
All significant intercompany balances and transactions have been eliminated.

In December 2003, the Financial
Accounting Standard Board (FASB) issued revised FASB Interpretation No. 46,
Consolidation of Variable Interest Entities (FIN 46R). FIN 46R, which is an
interpretation of Accounting Research Bulletin No. 51, Consolidated Financial
Statements, addresses consolidation by business enterprises of variable interest
entities (VIEs). A VIE exists when (1) the equity investment at risk is not sufficient to
permit the entity to finance its activities without additional subordinated financial
support; (2) equity investors do not have the ability to make decisions about the
entitys activities through voting rights or do not have the obligation/right to
absorb expected losses/residual returns of the entity; or (3) equity investors have voting
rights that are not proportionate to their economic interests and the activities of the
entity are conducted on behalf of an investor with a disproportionately small voting
interest. FIN 46R requires VIEs to be consolidated by their primary beneficiaries. The
primary beneficiary of a VIE is the party that absorbs a majority of the entitys
expected losses and/or receives a majority of its expected residual returns as a result of
holding variable interests. FIN 46R became effective for entities that have interests in
special purpose entities (SPEs) for periods ending after December 15, 2003, and for all
other types of VIEs for periods ending after March 15, 2004. As of March 31, 2004,
Provident has adopted all of the provisions of FIN 46R.

Certain estimates are required to be
made by management in the preparation of the consolidated financial statements. Actual
results may differ from those estimates. Certain reclassifications have been made to
conform to the current year presentation. These reclassifications had no effect on net
income.

The financial statements and notes
thereto appearing in Providents 2003 annual report on Form 10-K, which include
descriptions of significant accounting policies, should be read in conjunction with these
interim financial statements.

7

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

NOTE 2.  MERGER WITH
NATIONAL CITY CORPORATION

On February 17, 2004, Provident
announced that it had signed a definitive agreement to merge with National City
Corporation. National City Corporation is a financial holding company headquartered in
Cleveland, Ohio. Under terms of the agreement, Provident shareholders will receive 1.135
shares of National City Corporation common stock for each share of Provident common stock
in a tax-free exchange. Subject to regulatory and stockholder approvals, the transaction
is expected to close near the end of the second quarter or beginning of the third quarter
of 2004.

NOTE 3.  EARNINGS PER
SHARE

Basic earnings per share is
calculated by dividing net income, less dividend requirements on convertible preferred
stock, by the weighted average number of common shares outstanding for the period. Diluted
earnings per share takes into consideration the pro forma dilution assuming the
convertible preferred shares and the in-the-money outstanding stock options were converted
or exercised into common shares. It also takes into consideration the dilutive impact of
shares held in benefit plans and of forward purchase contracts required to be settled in
Provident Stock. Net income is not adjusted for preferred dividend requirements.

Stock options to purchase
approximately 1.2 million and 5.6 million shares of Common Stock were outstanding at March
31, 2004 and 2003, respectively, but were not included in the computation of diluted
earnings per share because the options exercise price was not in-the-money and,
therefore, the effect would be anti-dilutive.

The following table sets forth the
computation of basic and diluted earnings per common share:

|                                           | Three Months Ended
March 31, | 
|------------------------------------------ | ---------------------------- | 
|
|Basic:                                     |                              | 
|Net Income                                 |                              | 
|Less Preferred Stock Dividends             |                              | 
|                                           |                              | 
|Income Available to Common Shareholders    |                              | 
|Weighted-Average Common Shares Outstanding |                              | 
|                                           |                              | 
|Basic Earnings Per Share                   |                              | 
|                                           |                              | 
|Diluted:                                   |                              | 
|Net Income                                 |                              | 
|Weighted-Average Common Shares Outstanding |                              | 
|Benefit Plans Common Shares                |                              | 
|Assumed Conversion of:                     |                              | 
|Convertible Preferred Stock                |                              | 
|Dilutive Stock Options                     |                              | 
|Dilutive Impact of PRIDES Securities       |                              | 
|                                           |                              | 
|Dilutive Potential Common Shares           |                              | 
|                                           |                              | 
|Diluted Earnings Per Share                 |                              | 
|                                           |                              | 

8

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

NOTE 4. JUNIOR
SUBORDINATED DEBENTURES

Provident Capital Trust I, II, III and
IV, combined, were formed through the issuance of $14.3 million of common stock and $462.5
million of preferred stock. The common stock was purchased by Provident while the
preferred stock was purchased by outside investors. The proceeds of these stock sales were
used to purchase $476.8 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 either Tier 1 or Tier 2 capital for bank
regulatory purposes. The sole assets of the trusts are the debentures.

As a result of new accounting rules
implemented by FIN 46R, Provident de-consolidated the trusts as of December 31, 2003. This
resulted in Provident recording an investment in the Provident Capital Trust companies,
which is included in Other Assets, and recording additional debt equal to the common stock
purchased by Provident as of December 31, 2003. The junior subordinated debentures
consisted of the following at March 31, 2004:

|(Dollars in Thousands) | Stated
Rate | Effective
Rate (1) | Maturity
Date | Amount
|---------------------- | ----------- | ------------------ | ------------- | ------
|November 1996 Issuance |             |                    |               | 8.60  
|June 1999 Issuance     |             |                    |               | 8.75  
|November 2000 Issuance |             |                    |               | 10.25 
|March 2001 Issuance    |             |                    |               | 9.45  
|                       |             |                    |               |       
|Total                  |             |                    |               |       
|                       |             |                    |               |       

|(1) | Effective
rate  reflects interest  rate after  adjustment  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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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

NOTE 5.  COMPREHENSIVE
INCOME

Comprehensive income represents the
changes in equity during a period except those resulting from investments by shareholders
and distributions to shareholders. For Provident, components of comprehensive income
include the unrealized gains/losses on securities available for sale and unrealized
gains/losses on cash flow hedging derivatives (collectively known as other comprehensive
income), as well as net income. A summary of activity in accumulated other comprehensive
income (loss) follows:

|                                                                       | Three Months Ended
March 31, | 
|---------------------------------------------------------------------- | ---------------------------- | 
|
|Accumulated Unrealized Gains (Losses) on Securities Available          |                              | 
|for Sale at January 1, Net of Tax                                      |                              | 
|Net Unrealized Gains (Losses) for the Period, Net of Tax               |                              | 
|Expense (Benefit) of $2,277 in 2004 and ($4,471) in 2003               |                              | 
|Reclassification Adjustment for Gains Included in Net Income,          |                              | 
|Net of Tax Expense of $645 in 2004 and $9,450 in 2003                  |                              | 
|                                                                       |                              | 
|Effect on Other Comprehensive Income (Loss) for the Year               |                              | 
|                                                                       |                              | 
|Accumulated Unrealized Gains on Securities Available                   |                              | 
|for Sale at March 31, Net of Tax                                       |                              | 
|                                                                       |                              | 
|Accumulated Unrealized Losses on Derivatives Used in Cash              |                              | 
|Flow Hedging Relationships at January 1, Net of Tax                    |                              | 
|Net Unrealized Losses for the Period, Net of Tax                       |                              | 
|Benefit of $591 in 2004 and $2,459 in 2003                             |                              | 
|Reclassification Adjustment for Losses Included in Net Income,         |                              | 
|Net of Tax Benefit of $2,274 in 2004 and $7,070 in 2003                |                              | 
|                                                                       |                              | 
|Effect on Other Comprehensive Income (Loss) for the Year               |                              | 
|                                                                       |                              | 
|Accumulated Unrealized Losses on Derivatives Used in Cash              |                              | 
|Flow Hedging Relationships at March 31, Net of Tax                     |                              | 
|                                                                       |                              | 
|Accumulated Other Comprehensive Income (Loss) at January 1, Net of Tax |                              | 
|Other Comprehensive Income (Loss), Net of Tax                          |                              | 
|                                                                       |                              | 
|Accumulated Other Comprehensive Income (Loss) at March 31, Net of Tax  |                              | 
|                                                                       |                              | 

NOTE 6.  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. Commercial Banking offers a broad 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 offers
conforming and nonconforming residential loans to consumers, and also provides fee-based
loan processing, loan warehousing and servicing for third party originators.

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
matched funded transfer pricing process is used to allocate interest income and expense
among the business lines. Provision for loan and lease losses is charged to each business
line based on its level of net charge-offs and the size and risk of its lending portfolio.
Activity-based costing is used to allocate expenses for centrally provided services.

10

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

Condensed income statements and total
assets are provided below for Providents three major lines of business for the three
month periods ended March 31, 2004 and 2003. Corporate Center includes revenues and
expenses not allocated to the primary business lines, including gain/loss on the sale of
investment securities.

|(Dollars in Millions)             | Commercial
Banking | Retail
Banking | Mortgage
Banking | Corporate
Center | Total
|--------------------------------- | ------------------ | -------------- | ---------------- | ---------------- | -----
|Three Months Ended March 31 2004: |                    |                |                  |                  |      
|Net Interest Income               |                    |                | $                | 49.1             |      
|Provision for Loan Losses         |                    |                |                  | (7.8             | )    
|Noninterest Income                |                    |                |                  | 46.5             |      
|Noninterest Expense               |                    |                |                  | (58.6            | )    
|Income Taxes                      |                    |                |                  | (9.5             | )    
|                                  |                    |                |                  |                  |      
|Net Income                        |                    |                | $                | 19.7             |      
|                                  |                    |                |                  |                  |      
|Total Assets                      |                    |                | $                | 7,030            |      
|                                  |                    |                |                  |                  |      
|Three Months Ended March 31 2003: |                    |               
|Net Interest Income               |                    |                | $                | 49.8             |      
|Provision for Loan Losses         |                    |                |                  | (12.0            | )    
|Noninterest Income                |                    |                |                  | 41.5             |      
|Noninterest Expense               |                    |                |                  | (58.1            | )    
|Income Taxes                      |                    |                |                  | (7.0             | )    
|                                  |                    |                |                  |                  |      
|Net Income                        |                    |                | $                | 14.2             |      
|                                  |                    |                |                  |                  |      
|Total Assets                      |                    |                | $                | 7,430            |      
|                                  |                    |                |                  |                  |      

NOTE 7.  LEASING

Leases are classified as either
direct financing leases or operating leases, based on the terms of the lease arrangement.
To be classified as a direct financing lease, the lease must have at least one of the
following four characteristics: (1) the lease transfers ownership of the property to the
lessee by the end of the lease term; (2) the lease contains a bargain purchase option; (3)
the lease term is equal to 75% or more of the estimated economic life of the leased
property; or (4) the present value of the lease payments and the guaranteed residual value
are at least 90% of the cost of the leased property. Leases that do not meet any of these
four criteria are classified as Leased Equipment.

An important factor in determining
the classification of Providents consumer (auto lease) portfolio is the form of its
residual value insurance. From 1994 to January 2003, Provident obtained residual value
insurance for its auto leases on a pool basis by year of origination. The insurance is
commonly referred to as capped insurance. This type of insurance coverage,
while effective in removing residual risk, did not result in direct financing lease
classification for its auto leases. As residual value insurance for auto leases originated
in February 2003 and later does not have this capped feature, but rather provides lease by
lease coverage, these auto leases are accounted for as direct financing leases.

11

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

Lease Financing: When a lease is
classified as a direct financing lease, 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 are recorded as an asset under Loans and Leases. Unearned income on
direct financing leases is amortized over the terms of the leases and is recorded as
interest income.

The components of the net investment
in lease financing at March 31, 2004 were as follows:

|                          | Corporate Lease Financing | Consumer
Lease
|------------------------- | ------------------------- | --------------
|
|Rentals Receivable        |                           |               
|Estimated Residual Values |                           |               
|                          |                           |               
|                          |                           |               
|Less: Unearned Income     |                           |               
|                          |                           |               
|Net Carrying Value        |                           |               
|                          |                           |               

Leased Equipment: Leases that do not qualify
for direct finance lease treatment are accounted for as operating leases and are
classified as leased equipment on the balance sheet. Rental income for leased equipment is
recognized on a straight-line basis as scheduled and is recorded as noninterest income.
Related depreciation expense is recorded on the straight-line basis over the life of the
lease based upon the estimated residual value and recorded as noninterest expense.

Provident, utilizing its auto leases,
has entered into sale-leaseback transactions. At March 31, 2004, approximately $1.1
billion of auto leases which were utilized in these transactions were outstanding and
represent assets under capital leases included in Leased Equipment.

A summary of leased equipment at
March 31, 2004 follows:

|                         | Corporate Leased Equipment | Consumer
Leased | Total
Leased
|------------------------ | -------------------------- | --------------- | ------------
|
|Cost                     |                            |                 | $           
|Accumulated Depreciation |                            |                 |             
|                         |                            |                 |             
|Net Carrying Value       |                            |                 | $           
|                         |                            |                 |             

12

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

NOTE 8.  GOODWILL AND
OTHER INTANGIBLE ASSETS

Under Statements of Financial
Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, goodwill and intangible assets deemed to
have indefinite lives are not amortized but are subject to annual impairment tests. Other
intangible assets determined to have limited lives continue to be amortized over their
useful lives. Management performed an impairment test on its goodwill assets as of January
1, 2004 and 2003 and determined that no impairment existed as of those dates.

Changes in the carrying amount of
goodwill by business line for the three months ended March 31, 2004 and 2003, are as
follows:

|(In Thousands)                              | Commercial
Banking | Retail
Banking | Total
|------------------------------------------- | ------------------ | -------------- | -----
|Balance at January 1, 2003                  |                    |                | $    
|Goodwill Acquired During the Year           |                    |                |      
|                                            |                    |                |      
|Balance at March 31, 2003                   |                    |                | $    
|                                            |                    |                |      
|Balance at January 1, 2004                  |                    |                | $    
|Goodwill Recorded as a Result of Contingent |                    |               
|Consideration being Recognized              |                    |                |      
|                                            |                    |                |      
|Balance at March 31, 2004                   |                    |                | $    
|                                            |                    |                |      

As all of Providents other
intangible assets have been determined to have limited lives, these assets have continued
to be amortized. Intangible assets, consisting of non-contractual customer relationships,
had a gross carrying value of $16.0 million and accumulated amortization of $10.2 million
resulting in a net carrying value of $5.8 million as of March 31, 2004. Amortization of
other intangible assets was $0.8 million and $1.2 million for the three months ended March
31, 2004 and 2003, respectively. The estimated amortization of intangible assets for the
next five years is $2.4 million for the remainder of 2004; $2.1 million for 2005; $0.7
million for 2006; $0.2 million for 2007; and $0.2 million for 2008.

NOTE 9.  MORTGAGE
SERVICING ASSETS

Provident recognizes the rights to
service mortgage loans it does not own but services for others within Other Assets of its
balance sheet. Mortgage servicing assets may be recognized (1) when mortgage loans are
sold with servicing retained or (2) when mortgage loan servicing is purchased. When
mortgage loans are sold with servicing retained, the carrying value of the loans is
allocated between the loans sold and servicing assets retained based on the relative fair
values of each. Mortgage servicing assets, when purchased, are initially recorded at cost.
Mortgage servicing assets are carried at the lower of the initial carrying value, adjusted
for amortization, or estimated fair value. Mortgage servicing assets are evaluated
quarterly for impairment based on the fair value of those assets, using a disaggregated
approach based on interest rates and product types. The fair value of the mortgage
servicing assets is determined by estimating the present value of future net cash flows,
taking into consideration loan prepayments speeds, discount rates, servicing costs and
other economic factors.

13

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

Changes in the net carrying value of
mortgage servicing assets follows:

|                                         | Three Months Ended
March 31, | 
|---------------------------------------- | ---------------------------- | 
|
|Mortgage Servicing Assets:               |                              | 
|Balance at Beginning of Period           |                              | 
|Capitalized                              |                              | 
|Amortization                             |                              | 
|Sales / Loan Payoffs                     |                              | 
|                                         |                              | 
|Balance at End of Period                 |                              | 
|                                         |                              | 
|Valuation Allowance:                     |                              | 
|Balance at Beginning of Period           |                              | 
|Impairment Charges, Net                  |                              | 
|                                         |                              | 
|Balance at End of Period                 |                              | 
|                                         |                              | 
|Net Carrying Value of Mortgage Servicing |                              | 
|Assets at End of Period                  |                              | 
|                                         |                              | 

As of March 31, 2004, total mortgage loans
serviced for others included $12.4 billion on residential property and $9.7 billion on
commercial real estate property. Net mortgage servicing assets related to residential
loans and commercial real estate loans totaled $88.3 million and $78.5 million,
respectively, as of March 31, 2004. Net impairment charges of $0.5 million and $0.2
million were incurred on the residential servicing assets in the first quarter of 2004 and
2003, respectively. In the first quarter of 2004, impairment charges of $0.2 million were
incurred on the commercial real estate assets. Impairment charges on mortgage servicing
assets have been less significant for Provident than at some other mortgage servicers due
to characteristics of the underlying loans being serviced. The majority of the residential
loans were acquired with interest rates at or near current levels while most of the
commercial real estate loans have lockout and prepayment penalties generally ranging from
5 to 9 years.

NOTE 10.  EQUITY
INVESTMENTS

Provident invests in affordable
housing partnerships, equity funds and directly in equity securities, which are
collectively referred to herein as equity investments. Equity investments, which are
reported within Investment Securities Available for Sale and Other Assets, are carried at
estimated fair value with changes in fair value recognized in noninterest income. The fair
value of publicly traded investments are determined using quoted market prices less
liquidity discounts. Liquidity discounts take into account the fact that Provident may not
immediately realize such market prices due to regulatory, corporate and contractual sales
restrictions. The estimated fair value of equity investments that are not publicly traded
approximates cost including other than temporary valuation adjustments considered
appropriate by management. As of March 31, 2004 and 2003, Provident held equity
investments with a carrying value of $56.9 million and $60.6 million, respectively.

14

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

NOTE 11.  STOCK OPTIONS

Statement of Financial Accounting
Standards 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 adopted the provisions of Statement 123 as of
January 1, 2003. Under these rules, compensation expense is recognized over the vesting
period equal to the fair value of stock-based compensation as of the date of grant. As
Provident has elected to use the Prospective Method of expense recognition according to
the transition rules of Statement No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure, the adoption of Statement 123 applies only to
options granted after December 31, 2002. Prior to January 1, 2003, Provident accounted for
stock-based employee compensation plans in accordance with Accounting Principles Bulletin
(APB) Opinion No. 25, Accounting for Stock Issued to Employees, whereby no
compensation expense is recognized for the granting of stock options when the exercise
price of the option equals the market price of the underlying stock at the date of grant.

For purposes of providing pro forma
disclosures as if Statement 123 had been adopted as of its effective date (grants issued
in fiscal years that begin after December 15, 1994), the fair value of stock options 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 subjective assumptions including the expected
stock price volatility.

Provident recorded $425,000 ($355,000
after-tax) and $225,000 ($189,000 after-tax) of stock-based compensation during the first
three months of 2004 and 2003, respectively. 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:

|                                                             | Three Months Ended
March 31, | 
|------------------------------------------------------------ | ---------------------------- | 
|
|Net Income as Reported                                       |                              | 
|Plus Stock-Based Compensation Recognized for Options Granted |                              | 
|in 2004 and 2003, Net of Related Tax                         |                              | 
|Less Total Stock-Based Compensation for Options              |                              | 
|Granted Since 1994, Net of Related Tax                       |                              | 
|                                                             |                              | 
|Pro-forma Net Income                                         |                              | 
|                                                             |                              | 
|Earnings Per Share:                                          |                              | 
|Basic - As Reported                                          |                              | 
|Basic - Pro Forma                                            |                              | 
|Diluted - As Reported                                        |                              | 
|Diluted - Pro Forma                                          |                              | 

15

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

NOTE 12.  RESTRICTED
ASSETS

Provident formed the subsidiaries
listed below to account for and support the process of transferring, securitizing and/or
selling 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 March 31, 2004 follow:

|(In Thousands)                           | Total Assets
|---------------------------------------- | ------------
|Provident Auto Rental LLC 1999-1         |             
|Provident Auto Leasing Company           |             
|Provident Auto Rental LLC 2000-1         |             
|Provident Auto Rental LLC 2001-1         |             
|Provident Auto Rental LLC 2000-2         |             
|Provident Auto Rental Company LLC 1998-2 |             
|Provident Auto Rental Company LLC 1998-1 |             
|Provident Lease Receivables Company LLC  |             

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

NOTE 13.  COMMITMENTS AND
CONTINGENCIES

Commitments to extend credit are
financial instruments in which Provident agrees to provide financing to customers based on
predetermined terms and conditions. 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.

A standby letter of credit is an
irrevocable guarantee whereby Provident guarantees the performance of a customer to a
third party in a borrowing arrangement. They 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. Generally, Provident
issues standby letters of credit for terms from six months to three years.

Providents commitments to
extend credit and letters of credit which are not reflected in the balance sheet are as
follows:

|(In Millions)                | March 31,
2004 | December 31,
2003
|---------------------------- | -------------- | -----------------
|Commitments to Extend Credit |                |                  
|Standby Letters of Credit    |                |                  
|Commercial Letters of Credit |                |                  

16

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

The Provident Bank (Provident Bank),
a subsidiary of Provident, has issued a guarantee for Red Mortgage Capital, Inc. (Red
Mortgage), a subsidiary of Provident Bank, to assist in its business activities. This
guarantee was made to Fannie Mae. Red Mortgage is an approved Fannie Mae Delegated
Underwriting and Servicing (DUS) mortgage lender. Under the Fannie Mae DUS program, Red
Mortgage underwrites, funds and sells mortgage loans on multifamily rental projects. Red
Mortgage then services these mortgage loans on Fannie Maes behalf. Participation in
the Fannie Mae DUS program requires Red Mortgage to share the risk of loan losses with
Fannie Mae. Under the loss sharing arrangement, Red Mortgage and Fannie Mae split losses
with one-third of all losses assumed by Red Mortgage and two-thirds of all losses assumed
by Fannie Mae. For Red Mortgage to participate in the Fannie Mae DUS program, Provident
Bank provided a guarantee to Fannie Mae that it would fulfill all payments required of Red
Mortgage under the loss sharing arrangement if Red Mortgage fails to meet its obligations.
As of March 31, 2004, Red Mortgage serviced loans with outstanding principal balances
aggregating $3.8 billion under the DUS program. The guarantee will continue until such
time as the loss sharing agreement is amended or Red Mortgage no longer shares the risk of
losses with Fannie Mae. The fair value of the guarantee, in the form of reserves for
losses under the Fannie Mae DUS program, has been established on Red Mortgages
balance sheet.

Provident and its subsidiaries are
not parties to any pending legal proceedings other than routine litigation incidental to
their business except for the following matters related to the restatements announced
March 5, 2003, and April 15, 2003. The restatement of previously reported operating
results announced on March 5, 2003, was attributed to unintentional errors in the
accounting for nine auto lease financing transactions originated between 1997 and 1999.

Providents audit committee,
through legal counsel, engaged the auditing firm of PricewaterhouseCoopers LLP for the
purpose of conducting a review of the Companys March 5, 2003 restatement.
Providents management affirmed, based upon the review of its advisors, its prior
conclusion that the accounting errors that led to the restatement were unintentional.

Several purported class-actions were
filed against Provident, its President, Robert L. Hoverson, its Chief Financial Officer,
Christopher J. Carey, and their predecessors in those positions, on behalf of all
purchasers of Provident securities from March 30, 1998 through March 5, 2003. Litigation
was also filed against Provident, its President, Robert L. Hoverson and its Chief
Financial Officer, Christopher J. Carey plus PFGI Capital Corporation, a Provident
subsidiary, and others on behalf of all purchasers of PRIDES in or traceable to a June 6,
2002 offering of those securities registered with the Securities and Exchange Commission
and extending to March 5, 2003. That action alleges violations of securities laws by the
defendants in Providents financial disclosures during the period from March 30, 1998
through March 5, 2003 and in the June 2002 offering. These actions are based upon
circumstances involved in the restatement of earnings announced by Provident on March 5,
2003 and allege violations of federal securities laws by the defendants in
Providents financial disclosures during the period from March 30, 1998 through March
5, 2003. They seek an unspecified amount of damages and, in two cases, reimbursement of
all executive bonuses received during that period.

17

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

These actions were consolidated
before Judge S. Arthur Spiegel of the United States District Court for the Southern
District of Ohio under the caption, Merzin v. Provident Financial Group, Inc.,
consolidated Civil Action Master File No. C-1-03-165. The Amended Consolidated Complaint
was filed on August 22, 2003. Provident and the other Defendants filed a Motion to Dismiss
the Complaint on November 5, 2003. The motion was granted on March 9, 2004 and the Court
dismissed all claims except those relating to the June 6, 2002 offering of 6,600,000 PRIDE
securities. However, the Courts order confined any later finding of damages to $0.70
per PRIDE security.

Several derivative actions have also
been filed in federal and state courts on behalf of Provident versus Providents
directors and others. These suits were also concerned with the restatements of earnings
and allege that the defendants breached fiduciary duties owed to Provident and are
responsible for the conditions that led to the restatements and failed to ensure that the
accounting errors were prevented or detected. These actions seek recovery from the
defendants of an unspecified amount of damages and reimbursement of all executive bonuses
and stock options.

The derivative actions filed in
federal court are pending before Chief Judge Walter Herbert Rice of the United States
District Court for the Southern District of Ohio under the captions, Plumbers &
Pipefitters Local 572 Pension Fund v. Jack Cook, et al., Case No. C-1-03-168, and Peter
Berg v. Jack M. Cook, et al., Case No. C-1-03-196. Motions to dismiss the federal court
derivative actions were filed on behalf of all of the defendants on September 2, 2003.
Plaintiffs have opposed the motions. All proceedings in the derivative actions filed in
state court have been indefinitely stayed by agreement of the parties and their respective
legal counsel.

18

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

ITEM 2.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Provident is a bank holding company
headquartered in Cincinnati, Ohio. Provident operates bank and other financial service
subsidiaries principally in Ohio and northern Kentucky. Principal products and services
provided by Provident include commercial lending, lease financing, cash management, retail
lending, deposit accounts, mortgage banking, brokerage services, investment products and
trust services.

On February 17, 2004, Provident
announced that it had signed a definitive agreement to merge with National City
Corporation. National City Corporation is a financial holding company headquartered in
Cleveland, Ohio. Under terms of the agreement, Provident shareholders will receive 1.135
shares of National City Corporation common stock for each share of Provident common stock
in a tax-free exchange. Subject to regulatory and shareholder approvals, the transaction
is expected to close near the end of the second quarter or beginning of the third quarter
of 2004.

Forward-Looking Statements

This Form 10-Q contains certain
forward-looking statements that are subject to numerous assumptions, risks or
uncertainties. The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. Forward-looking statements may be identified by words such
as estimates, anticipates, projects, plans, expects, intends, believes, should and similar
expressions and by the context in which they are used. Such statements are based upon
current expectations and speak only as of the date made. Actual results could differ
materially from those contained in or implied by such forward-looking statements for a
variety of factors including: sharp and/or rapid changes in interest rates; significant
changes in the anticipated economic scenario which could materially change anticipated
credit quality trends; changes by rating agencies in Providents debt rating; the
ability to generate loans and leases; significant cost, delay in, or ability to execute
strategic initiatives designed to grow revenues and/or manage expenses; consummation of
significant business combinations or divestitures; and significant changes in accounting,
tax, or regulatory practices or requirements and factors noted in connection with
forward-looking statements. Additionally, borrowers could suffer unanticipated losses
without regard to general economic conditions. The result of these and other factors could
cause differences from expectations in the level of defaults, changes in risk
characteristics of the loan and lease portfolio, and changes in the provision for loan and
lease losses. Provident undertakes no obligations to update any forward-looking statements
to reflect events or circumstances arising after the date on which they are made.

19

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

RESULTS OF OPERATIONS

Summary

The following table summarizes
earnings components, earnings per share and key financial ratios:

|                                    | Three Months Ended
March 31, |  |  
|----------------------------------- | ---------------------------- |  | -
|
|Income Statement Summary:           |                              |  |  
|Net Interest Income                 |                              |  | $
|Noninterest Income                  |                              |  |  
|Total Revenue                       |                              |  |  
|Provision for Loan and Lease Losses |                              |  |  
|Noninterest Expense                 |                              |  |  
|Net Income                          |                              |  |  
|Diluted Earnings Per Common Share   |                              |  |  
|Ratios Analysis:                    |                              | 
|Return on Average Equity            |                              |  |  
|Return on Average Assets            |                              |  |  

First quarter 2004 earnings per
diluted share and net income were $0.51 and $27.1 million, respectively, compared with
$0.51 and $25.8 million in the first quarter of 2003. First quarter 2004 results include a
5 cent negative impact to earnings per share that is directly related to the increase in
Providents common stock share price as a result of the acquisition announcement.
Increases in share price result in higher expenses associated with a discontinued variable
stock based compensation plan and an increase in the number of common stock equivalents.
Returns on average equity and assets were 11.68% and 0.65%, respectively, for the first
three months of 2004 compared with 11.76% and 0.59% for the same period during 2003.

The decrease in interest income was
due to a decrease in average earning assets of $116 million, or 1%, combined with a
smaller net interest margin. The decrease in average earning assets resulted primarily
from the sale of various loans and leases in 2003.

The provision for loan and lease
losses was $10.0 million and $16.5 million for the first three months of 2004 and 2003,
respectively. The lower provision resulted from a decrease in credit-related volatility
and improvement in the credit quality of the lending portfolio. The annualized net
charge-off to average loans and leases ratio was 0.45% for the first three months of 2004
compared to 0.73% for the same period in 2003. Nonperforming assets at March 31, 2004 were
$80.0 million compared to $203.4 million as of March 31, 2003. Nonperforming assets are at
their lowest level in over three years due to management actions including the sales of
aircraft leases, subprime residential mortgages and other nonperforming loans and leases.
The reserve for loan losses to nonperforming assets ratio improved to 200.03% as of March
31, 2004 compared to 98.82% as of March 31, 2003.

20

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

Noninterest income decreased $25.2
million or 13% for the first three months of 2004 as compared to the same period in 2003.
Decreases in leasing income and lower security gains were partially offset by gains on
sale of home equity loans and increased fees associated with investment portfolio
management and trading activities. The decrease in leasing income was a result of
amortization of the portfolio, combined with the fact that auto leases originated since
February, 2003 have been classified as finance leases rather than operating leases. In
February 2003, Provident changed the structure of the residual insurance it obtains on its
auto leases resulting in the leases being classified as a direct financing lease in the
loan category and income being recognized as interest income.

Noninterest expense decreased $27.1
million, or 12%, for the first three months of 2004 as compared to the same period in
2003. The decrease in noninterest expense was primarily in the leasing and professional
services categories. These decreases were partially offset by increases in salaries and
benefits. Similar to leasing income, leasing expense decreased due to the amortization of
the portfolio as well as auto leases originated since February 2003 being classified as
finance leases rather than operating leases.

Total assets decreased $279.9 million
from December 31, 2003 to March 31, 2004 primarily as a result of a decrease in loans held
for sale and leased equipment. Partially offsetting these decreases were increases in auto
lease financing and commercial lending. The fluctuations in the loan and lease balances
reflect managements decision to reduce or exit loans with higher credit risk while
growing those with lower credit risk. Total deposits decreased $427 million during the
first three months of 2004 due to the managed run-off of higher-cost certificates of
deposit. Excluding the run-off of higher-cost certificates of deposit, average core
deposits increased 20% over last years first quarter.

Business Lines

Providents major business lines
are Commercial Banking, Retail Banking and Mortgage Banking. The following table
summarizes net income by major lines of business for the three-month periods ended March
31, 2004 and 2003. Condensed income statements and total assets are provided in Note 6 of
the Notes to Consolidated Financial Statements.

|                   | Three Months Ended
March 31, | 
|------------------ | ---------------------------- | 
|
|Commercial Banking |                              | 
|Retail Banking     |                              | 
|Mortgage Banking   |                              | 
|Corporate Center   |                              | 
|                   |                              | 
|                   |                              | 
|                   |                              | 

Key components of the management
reporting process follows:

|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, operational and
other corporate-level risks.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|o | Provision
for Loan and Lease Losses: Business lines are charged for provision based upon their
level of net charge-offs as well as the size and composition of their lending portfolio.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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 balance sheet and income statement items not allocated
to the primary business lines, and gain/loss on the sale of investment securities.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Business line descriptions and
fluctuation analysis follows:

|o | Commercial
Banking provides a broad range of commercial banking and commercial real estate products,
services and solutions. Areas of focus and expertise include regional middle-market
lending, equipment leasing and financing, treasury management, and loan servicing,
transaction structuring and various capital solutions for the multi-family housing
industry. Primary operating groups within Commercial Banking are Regional Middle-Market
Commercial Banking, Commercial Real Estate, Middle-Market Equipment Leasing and Financing
and Corporate Services.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net
 income for Commercial Banking for the first three months of 2004 and 2003 was $19.7
million and $14.2 million, respectively. Contributing to the higher net income for 2004
was an increase in noninterest income and lower provision expense, which was partially
offset by lower net interest income and higher operating expenses.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
growth in noninterest income came primarily from its fee-based commercial real estate
businesses, Red Capital Group and Capstone Realty Advisors. Both Red Capital Group and
Capstone recognized a significant increase in revenue while utilizing lower levels of
capital. The favorable rate environment during the past year provided for an increased
demand for their services.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Average
assets for the first quarter of 2004 decreased $415 million, or 6%, compared to the same
period in 2003. The decrease in average assets was due to a decrease in loans in runoff
businesses, the sale of the Florida business, and the overall management of nonperforming
assets. However, net interest income for the first quarter of 2004 only slightly
decreased over the same time period in 2003 due to an increased level of fees.
Furthermore, provision expense decreased in the first three months of 2004 over 2003
primarily due to an overall improvement in credit quality and a decline in average
balances of the commercial loan portfolio.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

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

| | Competitive
product offerings contributed to an increase in deposits for 2004. Average commercial
deposits for the first quarter of 2004 increased by $283 million, or 29%, as compared to
the same time period in 2003. Product offerings have attracted new relationships and
generated more business from the existing commercial customer base.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Management
continues to reposition this business line in order to produce a more predictable
earnings pattern. Management has de-emphasized the higher credit risk areas of structured
finance lending and large equipment leasing while growing the lower credit risk areas of
middle-market leasing and regional middle-market lending units.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Retail
Banking provides a variety of deposit, credit and investment products, services and
solutions to consumers and small businesses through various delivery channels including:
branches, ATMs, a call center and the internet. Consumer lending primarily focuses on
offering home equity loans to high credit-quality borrowers. Primary operating groups
within Retail Banking include Branch Banking, Business Banking and Consumer Lending/Prime
Home Equity. Retail Banking also includes Provident Financial Advisors, which provides an
extensive range of investment, insurance and financial products, services and solutions
to individuals, businesses and government agencies.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net
income decreased $1.4 million for the three-month period ended March 31, 2004 as compared
to the same period in 2003. The decrease in net income for 2004 occurred primarily as a
result of a decrease in noninterest income partially offset by a decrease in noninterest
expense. The decrease in both noninterest income and noninterest expense was the result
of the continuing runoff of auto leases classified as operating leases.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Retail
Banking has experienced growth in average transaction deposits of 5% in the first quarter
of 2004 as compared to the first quarter of 2003. However, total retail deposits
decreased over the same period due to managed run-off of higher cost certificates of
deposits.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Mortgage
Banking offers conforming and nonconforming residential mortgage loans to consumers, and
also provides fee-based loan processing, loan warehousing and servicing for third party
originators. Loans are originated through retail, broker and correspondent channels and
are sold on a non-recourse whole-loan basis. Primary operating areas within Mortgage
Banking include Residential Mortgage Origination and Sales, Third-Party Loan Servicing
and Warehouse Lending Services.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net
income for the first quarter of 2004 was $2.8 million as compared to net income of $4.8
million for the first quarter of 2003. The decrease in net income for 2004 was primarily
due to lower net interest income resulting from the sale of $471 million of high interest
rate subprime mortgage loans during the second quarter of 2003. Partially offsetting the
lower interest income was lower provision expense and higher noninterest income. The
lower provision expense was a result of the sale of the subprime portfolio. The increase
in noninterest income is largely attributed to the growth of the Third-Party Loan
Servicing business. The servicing balance for third-party originators (excludes
securitized loans) rose from $7.2 billion on March 31, 2003 to $11.1 billion on March 31,
2004. Residential Mortgage Origination loan volume rose from $198.7 million in the first
quarter of 2003 to $217.4 million in the first quarter of 2004. Warehouse Lending
Services volume remained constant at $2.7 billion in the first quarter of both 2004 and
2003.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

---

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

| | Mortgage
Banking, following the overall company strategy of risk reduction, continues to implement
strategic initiatives to reduce the business risk profile. Nonconforming loan
originations continue to be sold to investors on a whole-loan basis.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Corporate
Center includes revenues and expenses not allocated to the primary business lines,
including any item not related to their operating activity. Net income of $0.2 million
and $1.0 million for the first quarter of 2004 and 2003, respectively, resulted from
realized gains on security sales.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net Interest Income

Net interest income for the three
months ended March 31, 2004, decreased $6.9 million, or 8%, compared to the first three
months of 2003. The decrease in net interest income was due primarily to sales during 2003
of higher interest rate loans and leases, partially offset by the managed run-off of
higher interest time deposits.

Net interest margin represents net
interest income as a percentage of average interest earning assets. For the first three
months of 2004, the net interest margin, on a tax-equivalent basis, was 2.17% compared to
2.37% for the same period in 2003. This decrease was driven by changes in rates and
volumes of earning assets and the corresponding funding sources. The net interest spread
is the difference between the average yield earned on assets and the average rate incurred
on liabilities. Both the net interest margin and net interest spread, which had been
declining throughout 2003, showed an improvement, with the net interest margin increasing
from 2.02% for the fourth quarter of 2003 to 2.17% for the first quarter of 2004.

24

---

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

The following table details the
components of the change in net interest income (on a tax-equivalent basis) by major
category of interest earning assets and interest bearing liabilities for the three-month
periods ended March 31, 2004 and 2003.

|                                      | Three Months Ended |  |   |       
|------------------------------------- | ------------------ |  | - | ------
|
|
|Assets:                               |                    |  |   |       
|Loans and Leases:                     |                    | 
|Corporate Lending:                    |                    | 
|Commercial                            |                    |  | $ | 3,928 
|Mortgage                              |                    |  |   | 950   
|Construction                          |                    |  |   | 436   
|Lease Financing                       |                    |  |   | 1,257 
|                                      |                    |  |   |       
|Total Corporate Lending               |                    |  |   | 6,571 
|Consumer Lending:                     |                    | 
|Installment                           |                    |  |   | 1,697 
|Residential                           |                    |  |   | 40    
|Lease Financing                       |                    |  |   | 518   
|                                      |                    |  |   |       
|Total Consumer Lending                |                    |  |   | 2,255 
|                                      |                    |  |   |       
|Total Loans and Leases                |                    |  |   | 8,826 
|Investment Securities                 |                    |  |   | 4,502 
|Federal Funds Sold and Reverse        |                    | 
|Repurchase Agreements                 |                    |  |   | 297   
|Other Short Term Investments          |                    |  |   | 453   
|                                      |                    |  |   |       
|Total Earning Assets                  |                    |  |   | 14,078
|Cash and Due From Banks               |                    |  |   | 242   
|Leased Equipment                      |                    |  |   | 1,551 
|Other Assets                          |                    |  |   | 742   
|                                      |                    |  |   |       
|Total Assets                          |                    |  | $ | 16,613
|                                      |                    |  |   |       
|Liabilities and Shareholders' Equity: |                    | 
|Deposits:                             |                    | 
|Demand Deposits                       |                    |  | $ | 872   
|Savings Deposits                      |                    |  |   | 1,614 
|Time Deposits                         |                    |  |   | 6,218 
|                                      |                    |  |   |       
|Total Deposits                        |                    |  |   | 8,704 
|Short-Term Debt:                      |                    | 
|Federal Funds Purchased and           |                    | 
|Repurchase Agreements                 |                    |  |   | 1,060 
|Commercial Paper                      |                    |  |   | 260   
|                                      |                    |  |   |       
|Total Short-Term Debt                 |                    |  |   | 1,320 
|Long-Term Debt                        |                    |  |   | 3,143 
|Junior Subordinated Debentures        |                    |  |   | 466   
|                                      |                    |  |   |       
|Total Interest Bearing Liabilities    |                    |  |   | 13,633
|Noninterest Bearing Deposits          |                    |  |   | 1,487 
|Minority Interest                     |                    |  |   | 161   
|Other Liabilities                     |                    |  |   | 405   
|Shareholders' Equity                  |                    |  |   | 927   
|                                      |                    |  |   |       
|Total Liabilities and                 |                    | 
|Shareholders' Equity                  |                    |  | $ | 16,613
|                                      |                    |  |   |       
|Net Interest Spread                   |                    |  |   |       
|                                      |                    |  |   |       
|Net Interest Margin                   |                    |  |   |       
|                                      |                    |  |   |       

25

---

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

Provision and Reserve for
Loan and Lease Losses and Credit Quality

Since the beginning of 2003,
Provident has been executing its strategy of reducing its credit risk by de-emphasizing or
selling higher risk loans and leases, while identifying and building upon key in-market
relationships. Clear business and portfolio strategies provided focus to relationship
marketing and aggressive disposition of non-strategic portfolios and problem loans.

Enhanced processes have improved
managements understanding of the portfolios and the value of the continuing
businesses and relationships. Active use of an independent Special Assets Division,
Portfolio Risk Review, and an expanded Senior Credit Officer network allow Provident to
ensure independent oversight and improved communication of issues and problems throughout
the portfolio. In addition, Credit and Risk Management is responsible for establishing and
overseeing Providents credit risk policies addressing underwriting standards,
internal lending limits and methodologies for monitoring credit risk within the various
loan and lease portfolios. These policies have enhanced initial and ongoing risk
management and monitoring capabilities.

Providents analytical and
reporting capacity provides timely and valuable portfolio information. Loans and leases
are primarily monitored by closely following changes and trends in risk characteristics.
The characteristics are analyzed using various techniques, including: credit scoring
models for consumer and small business loans and leases and risk ratings for larger
commercial, commercial mortgage and commercial construction loans and leases. Risk ratings
are assigned based upon individual credit analysis and are aggregated for reporting to
senior management on a regular basis. Various analytics are the basis for establishing
portfolio wide targets and caution levels. Early trends and thresholds trigger
modifications in strategy and tactics including the use of secondary market alternatives
to liquidate and mitigate problem exposures and portfolio segments.

Provident maintains a reserve to
absorb losses on loans and leases currently outstanding and the potential usage of
unfunded commitments. Discussion and analysis of the reserves as well as the overall
credit quality of the off-balance sheet lending portfolio is provided in
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Asset Securitization Activity and Fannie Mae DUS
Program. The following paragraphs provide information concerning its on-balance
sheet credit portfolio and unused commitments.

The reserve for loan and lease losses
is maintained at a level which management considers adequate to absorb loan and lease
losses given the conditions at the time. 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 while recoveries on loans and leases previously charged off are added
back to the reserve.

26

---

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

The adequacy of the reserve for loan
and lease losses is monitored on a regular basis and reflects 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, specific
industry trends, loan concentrations, evaluation of specific loss estimates for all
significant problem loans, payment histories, collateral valuations, historic charge-off
and recovery experience, estimates of charge-offs for the upcoming year and other
pertinent information. Based upon the analysis and the improved credit risk profile of the
loan portfolio, Provident lowered its loan loss reserve to total loans by 40 basis points
during the past twelve months.

The provision for loan and lease
losses was $10.0 million and $16.5 million for the first three months of 2004 and 2003,
respectively. As credit-related volatility and the level of nonperforming assets declined
in 2003 and 2004, the provision has decreased. The ratio of reserve for loan and lease
losses to total loans and leases was 1.80% and 2.20% at March 31, 2004 and 2003,
respectively.

In addition to other loan and finance
lease types, the reserve methodology incorporates loss potential from credit events
related to the commercial airline portfolio. Risks in the commercial airline portfolio
arise from principal reliance on borrower credit quality and secondarily on equipment
value. Future events could occur that may negatively impact our assessment of
borrowers credit quality and/or equipment values leading to higher reserves and
potential future losses.

The following table shows the
progression of the reserve for loan and lease losses and selected reserve ratios:

|                                    | Three Months Ended
March 31, | 
|----------------------------------- | ---------------------------- | 
|
|Balance at Beginning of Period      |                              | 
|Provision for Loan and Lease Losses |                              | 
|Loans and Leases Charged Off        |                              | 
|Recoveries                          |                              | 
|                                    |                              | 
|Balance at End of Period            |                              | 
|                                    |                              | 
|Reserve for Loan and Lease Losses   |                              | 
|as a Percent of:                    |                              | 
|Nonaccrual Loans                    |                              | 
|Nonperforming Assets                |                              | 
|Total Loans and Leases              |                              | 

Based upon the analysis of the
adequacy of the reserve and the continuing change in composition of the loan and lease
portfolio, the reserve for loan and lease losses has been allowed to decline over the past
twelve months. However, as a result of the decrease in nonperforming assets, both the
reserve to nonaccrual loans and nonperforming assets ratios have improved during this
period.

27

---

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

The following table presents the
distribution of net loan charge-offs by loan type for the three-month periods ended March
31, 2004 and 2003:

|                      | Three Months Ended
March 31, 2004 | Three Months Ended
March 31, 2003 |   |      
|--------------------- | --------------------------------- | --------------------------------- | - | -----
|
|Corporate Lending:    |                                   |                                   |   |      
|Commercial            |                                   |                                   | $ | 6,295
|Mortgage              |                                   |                                   |   | 1    
|Construction          |                                   |                                   |   | (52  
|Lease Financing       |                                   |                                   |   | 1,595
|                      |                                   |                                   |   |      
|Net Corporate Lending |                                   |                                   |   | 7,839
|Consumer Lending:     |                                   |                                  
|Installment           |                                   |                                   |   | 1,061
|Residential           |                                   |                                   |   | 1,011
|Lease Financing       |                                   |                                   |   | 51   
|                      |                                   |                                   |   |      
|Net Consumer Lending  |                                   |                                   |   | 2,123
|                      |                                   |                                   |   |      
|Net Charge-Offs       |                                   |                                   | $ | 9,962
|                      |                                   |                                   |   |      

The decrease in net charge-offs for
commercial loans was due primarily to a decrease in charge-offs in the structured finance
area. A decrease in charge-offs in the mid-ticket equipment leasing area was the primary
reason for the decrease in charge-offs in commercial lease financing. The decrease in
residential mortgage charge-offs was due primarily to the reduction in residential
mortgage loans over the past twelve months, which was primarily a result of the sale of
subprime residential mortgage loans that occurred in the second quarter of 2003.

28

---

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

Nonperforming assets at March 31,
2004 were $80.0 million compared to $84.2 million and $203.4 million as of December 31,
2003 and March 31, 2003, respectively. During the past twelve months, nonperforming assets
declined $123.4 million and the overall credit quality of the loan and lease portfolio
improved dramatically. This was due primarily to several related strategic actions taken
during 2003, including the second quarter sale of nearly all the subprime residential
mortgage loan portfolio and a substantial portion of its foreclosed properties, and the
fourth quarter sale of approximately $112 million of commercial and leases, many of which
involved financing to the commercial airline industry. Included in the fourth quarter sale
were approximately $38 million of nonperforming assets. The composition of nonperforming
assets over the past five quarters is provided in the following table.

|                           | 2004 | 2003 |   |        |  
|-------------------------- | ---- | ---- | - | ------ | -
|
|Nonaccrual Loans:          |      |      |   |        |  
|Corporate Lending:         |      |     
|Commercial                 |      |      | $ | 61,656 |  
|Mortgage                   |      |      |   | 8,638  |  
|Construction               |      |      |   | 2,333  |  
|Lease Financing            |      |      |   | 103    |  
|                           |      |      |   |        |  
|Total Corporate Lending    |      |      |   | 72,730 |  
|Consumer Lending:          |      |     
|Installment                |      |      |   | --     |  
|Residential                |      |      |   | 4,025  |  
|Lease Financing            |      |      |   | --     |  
|                           |      |      |   |        |  
|Total Consumer Lending     |      |      |   | 4,025  |  
|                           |      |      |   |        |  
|Total Nonaccrual Loans     |      |      |   | 76,755 |  
|Other Nonperforming Assets |      |      |   | 3,232  |  
|                           |      |      |   |        |  
|Total Nonperforming Assets |      |      | $ | 79,987 |  
|                           |      |      |   |        |  
|Loans 90 Days Past Due     |      |     
|Still Accruing             |      |      | $ | 6,768  |  
|Nonaccrual Loans to        |      |     
|Total Loans and Leases     |      |      |   | 0.86   | %
|Nonperforming Assets to:   |      |     
|Total Loans, Leases and    |      |     
|Other Nonperforming Assets |      |      |   | 0.90   | %
|Total Assets               |      |      |   | 0.48   | %

Nonaccrual loans have decreased $3.1
million while other nonperforming assets have decreased $1.1 million during the first
three months of 2004. The following table shows the progression of nonperforming assets
during the first three months of 2004:

|                     | Corporate Lending | Consumer | Total | Other   | Total
|-------------------- | ----------------- | -------- | ----- | ------- | -----
|
|Balance at           |                   |          |       |         |      
|Beginning of Year    |                   |          | $     | 62,288  |      
|Additions            |                   |          |       | 20,484  |      
|Payments / Sales     |                   |          |       | (12,552 | )    
|Charge-Offs          |                   |          |       | (8,564  | )    
|Transfers to Other   |                   |         
|Nonperforming Assets |                   |          |       | --      |      
|Writedowns           |                   |          |       | --      |      
|                     |                   |          |       |         |      
|Balance at           |                   |         
|March 31, 2004       |                   |          | $     | 61,656  |      
|                     |                   |          |       |         |      

29

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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 for the three-month periods ended March
31, 2004 and 2003:

|                                    | Three Months Ended
March 31, |  |  
|----------------------------------- | ---------------------------- |  | -
|
|Service Charges on Deposit Accounts |                              |  | $
|Loan Servicing Fees                 |                              |  |  
|Commercial Mortgage Banking Revenue |                              |  |  
|Other Service Charges and Fees      |                              |  |  
|Leasing Income                      |                              |  |  
|Cash Gains on Sale of Loans         |                              |  |  
|Warrant Gains                       |                              |  |  
|Net Security Gains                  |                              |  |  
|Other                               |                              |  |  
|                                    |                              |  |  
|Total Noninterest Income            |                              |  | $
|                                    |                              |  |  

Explanations for significant changes
in noninterest income by category follow:

|o | Service
charges on deposit accounts decreased $0.8 million due largely to the sale in the fourth
quarter of 2003 of $883 million in Florida deposits.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|o | Increases
in fees from both Capstone and Red Capital Group resulted in higher commercial mortgage
banking revenue for the first quarter of 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------

|o | Leasing
income decreased $33.9 million due primarily to the decrease in size of the auto lease
portfolio classified as operating leases. Auto leases originated since February, 2003
have been classified as finance leases in the loan category rather than operating leases.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | The
increase in gain on sale of loans of $3.8 million is due primarily to increased volume of
home equity loans and lines of credit sales.
|- | ------------------------------------------------------------------------------------------------------------------------------------------

|o | Providents
Commercial Banking business line from time to time acquires equity warrants as a part of
the lending fee structure established with customers. Warrants gains of $549 thousand
were recognized in the first three months of 2004 compared to gains of $328 thousand in
the first three months of 2003.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | An
increase in fees associated with investment portfolio management and other trading
related activities was the primary reason for the increase in other income.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

30

---

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 for the three-month periods ended March
31, 2004 and 2003:

|                             | Three Months Ended
March 31, |  |  
|---------------------------- | ---------------------------- |  | -
|
|Salaries, Wages and Benefits |                              |  | $
|Charges and Fees             |                              |  |  
|Occupancy                    |                              |  |  
|Leasing Expense              |                              |  |  
|Equipment Expense            |                              |  |  
|Professional Fees            |                              |  |  
|Minority Interest Expense    |                              |  |  
|Other                        |                              |  |  
|                             |                              |  |  
|Total Noninterest Expense    |                              |  | $
|                             |                              |  |  

Explanations for significant changes
in noninterest expense by category follow:

|o | Salaries,
wages and benefits increased $3.0 million due primarily to repricing of Provident stock
associated with a discontinued variable stock based compensation plan.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Charges
and fees were lower in 2004 due to the decrease in processing costs related to the
Merchant Services business which was sold in the second quarter of 2003.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | The
decrease in leasing expense is a result of the decrease in size of the auto lease
portfolio classified as operating leases.
|- | -------------------------------------------------------------------------------------------------------------------------------

|o | Equipment
expense decreased primarily due to a reduction in depreciation expense.
|- | ---------------------------------------------------------------------------------

|o | Professional
services were lower in 2004 primarily as a result of a decrease in legal fees for the
Commercial Banking area.
|- | ---------------------------------------------------------------------------------------------------------------------------

|o | Minority
interest expense relates to dividends payable on $165 million of Preferred Stock of PFGI
Capital Corporation, a real estate investment trust that was formed late in the second
quarter of 2002. The dividends are payable at an annualized rate of 7.75%.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Other
noninterest expense decreased $5.6 million due primarily to lower taxes, insurance and
auto lease related expenses.
|- | -------------------------------------------------------------------------------------------------------------------------

31

---

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

FINANCIAL CONDITION

Short-Term Investments
and Investment Securities

Federal funds sold and reverse
repurchase agreements decreased $86.2 million since December 31, 2003. 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.

Trading account securities were
$130.8 million and $119.6 million as of March 31, 2004 and December 31, 2003,
respectively. Provident trades investment securities with the intention of recognizing
short-term profits. These securities are carried at fair value with realized and
unrealized gains and losses reported in other noninterest income.

Provident classified $256.0 million
of loans as held for sale at March 31, 2004. This is a decrease of $339.5 million from the
amount reported at December 31, 2003. These loans consisted of $153.5 million of
multifamily loans, $98.8 million of nonconforming residential mortgage loans and $3.7
million of conforming residential mortgage loans. Activities related to the multifamily
loans held for sale are predominantly associated with of the operations of Red Mortgage.
The multifamily loans are either insured by the Federal Housing Administration or subject
to purchase contracts from Fannie Mae or Freddie Mac. These loans are usually outstanding
for sixty days or less. The remainder of the activities related to the multifamily loans
held for sale are part of the operations of Capstone Realty Advisors. Nonconforming
residential mortgage loans are being sold on a whole-loan basis. This is part of an
initiative started during 2001 to reduce the risk profile of the Mortgage Banking business
line.

Investment securities purchased with
the intention of being held for indefinite periods of time are classified as available for
sale. These securities increased $16.6 million during the first quarter of 2004. During
the first quarter of 2004 Provident purchased $199.9 million of callable agency securities
which were classified as held to maturity, consistent with its strategy to reduce its
overall market risk profile. Beginning in 2003, Provident actively changed its investment
portfolio mix from mortgage-backed pass-through securities to agency debt and
collateralized mortgage obligations. As a result, Provident was able to shorten the
overall duration of its investment portfolio, thereby reducing its interest rate risk
exposure to rising interest rates and also reducing the market value fluctuations on the
overall portfolio.

32

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

Loans and Leases

As of March 31, 2004 and December 31,
2003, total on-balance sheet loans and leases were $8.9 billion for both periods.
Provident had an additional $1.2 billion and $1.3 billion of off-balance sheet securitized
loans and leases and $3.8 billion of Fannie Mae DUS loans as of March 31, 2004 and
December 31, 2003, respectively. In order to manage earnings volatility, Provident
continues to evaluate the risk/reward relationships in its lending portfolio. During the
second half of 2001, Provident implemented a whole-loan sale strategy for nonconforming
residential loans. During the second quarter of 2003, Provident sold nearly all of the
subprime residential mortgage loan portfolio. Also, management decided to de-emphasize
structured finance lending and large-ticket equipment leasing while placing a greater
focus on regional middle-market commercial lending and middle-market equipment leasing.
During the fourth quarter of 2003, Provident sold approximately $112 million of commercial
loans and leases, many of which involved financing to the commercial airline industry. As
a result of these actions, Providents lending portfolio has a much lower
concentration of subprime residential loans and commercial airline industry loans, a
higher concentration of middle-market corporate leases, and a lower risk profile of
commercial loans. Provident does not have a material exposure to foreign loans.

The following table shows the
composition of the commercial loan category by industry type at March 31, 2004:

|(Dollars in Millions)                                | Amount | % | Amount on
Nonaccrual
|---------------------------------------------------- | ------ | - | --------------------
|Mortgage Warehousing Lines                           |        |   | $                   
|Real Estate Operators/Developers/General Contractors |        |   |                     
|Transportation                                       |        |   |                     
|Banking and Finance                                  |        |   |                     
|Metals                                               |        |   |                     
|Healthcare                                           |        |   |                     
|Retailing                                            |        |   |                     
|Business Services                                    |        |   |                     
|Automobile Dealers                                   |        |   |                     
|Tourism and Entertainment                            |        |   |                     
|Machinery and Equipment                              |        |   |                     
|Commercial Aviation Related (1)                      |        |   |                     
|Construction                                         |        |   |                     
|Eating and Drinking Establishments                   |        |   |                     
|Financial Services                                   |        |   |                     
|Automotive Services/Parts                            |        |   |                     
|Chemicals                                            |        |   |                     
|Other (includes 19 industry types)                   |        |   |                     
|                                                     |        |   |                     
|Total                                                |        |   | $                   
|                                                     |        |   |                     

|(1) | Includes
$19 million of loans related to the commercial airline industry, and     aircraft used in
private, charter and corporate markets.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

Mortgage warehousing lines increased
$91 million during the first three months of 2004 to $585 million. All loans are
underwritten to Provident and secondary market standards as part of Providents
control processes related to this activity.

At March 31, 2004, Provident had
loans and leases of $96 million to commercial airline carriers, including $19 million of
commercial loans and $77 million of finance and operating leases. During 2003, these loans
and leases decreased $81 million primarily as a result of the commercial loan and lease
sales that occurred in the fourth quarter of 2003. As the events of September 11, 2001
have had a significant financial impact upon the airline industry and the re-sale value of
aircraft, Provident recorded credit costs and other expenses of $36 million during 2003,
which were related to secured commercial airline loans and leases. No additional credit
charges were incurred during the first quarter of 2004.

33

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

At March 31, 2004, Provident had
approximately $574 million of commercial loans to borrowers who have shared national
credit loans as compared to $626 million at December 31, 2003. Generally, shared national
credit loans are loans that have a commitment amount of at least $20 million and involve
three or more supervised financial institutions. In an on-going effort to diversify its
portfolio, the shared national credit loans in which Provident participates are
distributed across thirty-one industry types, with the largest industry concentration
(real estate) accounting for approximately 14% of its total shared national credit loans.
The real estate category is comprised of loans to borrowers with different risk
characteristics, including single family home developers, commercial property
owner/operators and commercial realtors and property managers. The average outstanding
balance of a shared national credit loan was $3.9 million.

As of March 31, 2004, Provident had
$1.3 billion in commercial lease financing. These leases were comprised of $1.2 billion of
mid-ticket equipment leases and $0.1 billion of large-ticket equipment leases.

The composition of the mortgage and
construction loan categories by property type at March 31, 2004 follows:

|(Dollars in Millions)       | Amount | % | Amount on
Nonaccrual
|--------------------------- | ------ | - | --------------------
|Apartments                  |        |   | $                   
|Office/Warehouse            |        |   |                     
|Residential Development     |        |   |                     
|Shopping/Retail             |        |   |                     
|Health Facilities           |        |   |                     
|Hotels/Motels               |        |   |                     
|Land                        |        |   |                     
|Industrial Plants           |        |   |                     
|Other Commercial Properties |        |   |                     
|                            |        |   |                     
|Total                       |        |   | $                   
|                            |        |   |                     

Residential mortgage loans were $36.3
million at March 31, 2004. Residential mortgage loans decreased $564 million during 2003,
due to the sale of subprime residential mortgage loans that occurred in the second quarter
of 2003. Prior to the loan sale, residential mortgage loans had been declining due to
Provident implementing a whole-loan sale strategy for its nonconforming residential loans
during the second half of 2001. The loan sale, which also lowered the level of
nonperforming assets, gives Provident a lower concentration of nonconforming residential
loans and allows it to concentrate more of its resources on its strategic initiatives such
as home equity, regional lending and mid-ticket leasing portfolios.

34

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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 installment loan category by loan type at March 31, 2004:

|(Dollars in Millions) | Amount | %
|--------------------- | ------ | -
|Home Equity           |        |  
|Credit Line Loans     |        |  
|Indirect Installment  |        |  
|Direct Installment    |        |  
|Other Consumer Loans  |        |  
|                      |        |  
|Total                 |        |  
|                      |        |  

Noninterest Earning Assets

Leased equipment consists of $1.2
billion of auto leases and $0.3 billion of equipment leases. Total leased equipment
decreased $183 million, or 11%, during the first three months of 2004 due primarily to a
reduction in the size of the automobile leasing portfolio classified as operating leases.
This decrease is due to the amortization of the portfolio. Also, auto leases originated
since February 2003 are classified as direct financing leases in the loan category as
Provident changed the structure of the residual insurance it obtains on its auto leases.

Other assets increased $102.7
million, or 15%, during the first three months of 2004. The increase was primarily due to
increases in mortgage servicing rights and unsettled security trades. These trades settled
early in the second quarter.

Deposits

Total deposits decreased $427 million
during the first three months of 2004, primarily as a result of the managed runoff of
higher-cost certificates of deposit. Excluding the runoff of the higher-cost certificates
of deposit, average core deposits have grown 20% over the past twelve months, with
significant contribution coming from commercial deposits. During the fourth quarter of
2003, there was a reduction in deposits of approximately $883 million from the sale of
Providents Florida deposits. The following table presents a summary of deposit
types:

|(In Millions)                    | March 31,
2004 | December 31,
2003
|-------------------------------- | -------------- | -----------------
|Noninterest Bearing Deposits     |                |                  
|Interest Bearing Demand Deposits |                |                  
|Savings Deposits                 |                |                  
|Certificates of Deposit          |                |                  
|                                 |                |                  
|Total Deposits                   |                |                  
|                                 |                |                  

Borrowed Funds

Short-term debt increased $347.5
million during the first three months of 2004. Increases in federal funds purchased and
repurchase agreements were the primary reason for the increase in short-term debt.

35

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

Long-term debt decreased $231
million, or 7%, during the first three months of 2004 due primarily to payments on
subordinated notes and secured financings.

Minority Interest

During June 2002, Provident and its
consolidated subsidiary, PFGI Capital Corporation (PFGI Capital), issued 6.6 million
equity units (PRIDES) to outside investors for $165 million. Provident Bank owns all of
the $165 million of Common Stock of PFGI Capital. The principal business objective of PFGI
Capital is to hold and manage commercial mortgage loan assets and other authorized
investments acquired from Provident Bank that will generate net income for distribution to
its stockholders. PFGI Capital has elected to be treated as a real estate investment trust
(REIT) for federal income tax purposes.

Each PRIDES has a stated amount of
$25 per unit and is comprised of two components  a 3-year forward purchase contract
and PFGI Capital Preferred Stock.

Each forward purchase contract
obligates the holder to buy, on August 17, 2005, for $25, a number of newly issued shares
of Provident Common Stock equal to the settlement rate. The settlement rate
will be calculated as follows:

|o | if
the market value of Provident  Common Stock is equal to or greater than $29.0598,  the
settlement  rate will be .8603;
|- | -------------------------------------------------------------------------------------------------------------------------

|o | if
the market value of Provident Common Stock is between $29.0598 and $24.42, the settlement
rate will be equal to the $25 stated amount divided by the applicable market value; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | if
the applicable market value is less than or equal to $24.42, the settlement rate will be
1.0238.
|- | ---------------------------------------------------------------------------------------------------

Under the forward purchase contract,
Provident will also make quarterly contract adjustment payments to the PRIDES holders at
the rate of 1.25% of the stated amount per year. The present value of this obligation has
been recorded as a liability and as a reduction to shareholders equity.

The PFGI Capital Preferred Stock has
a liquidation preference of $25 and an initial non-cumulative dividend rate of 7.75%.
Under certain regulatory circumstances, the PFGI Capital Preferred Stock will be
automatically exchanged for Provident Bank Preferred Stock.

Concurrent with the fulfillment of
the forward purchase contract, Provident has engaged a remarketing agent to remarket the
PFGI Capital Preferred Stock on behalf of the holders, at which time the PFGI Capital
Preferred Stock is permanently detached from the forward purchase contract. Once the
forward purchase contract is fulfilled, there will be two separate and distinct securities
outstanding: PFGI Capital Preferred Stock and Provident Common Stock. The number of common
shares to be issued will be from 5,677,980 to 6,757,080, depending on the market value of
the Common Stock. The proceeds received from the remarketing will be used by the holders
of PFGI Capital Preferred Stock to fulfill their commitment under the terms of the forward
purchase contract. Provident intends to use such proceeds for the redemption of the
remarketed PFGI Capital Preferred Stock ninety days after the remarketing.

36

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

As discussed previously, Provident
will merge with National City Corporation (National City) subject to regulatory and
stockholder approvals. National City will be required to expressly assume Providents
obligations under the forward purchase contract and certain related agreements. As
Provident shareholders will be receiving 1.135 shares of National City Common Stock for
each share of Provident Common Stock, the settlement rate of the forward purchase contract
will be calculated as follows:

|o | if
the market value of National City Common Stock is equal to or greater than $25.6033, the
settlement rate will be 0.9764;
|- | ---------------------------------------------------------------------------------------------------------------------------

|o | if
the market value of National City Common Stock is between $25.6033 and $21.5154, the
settlement rate will be equal to the $25 stated amount divided by the applicable market
value; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | if
the applicable market value is less than or equal to $21.5154, the settlement rate will
be 1.1620.
|- | -----------------------------------------------------------------------------------------------------

Transactions with Affiliates

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. A summary of significant transactions and the indebtedness of these
related parties may be found in Note 22 to Providents 2003 Annual Report as filed on
Form 10-K.

OFF-BALANCE SHEET
ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

Asset Securitization
Activity

From 1996 through the second quarter
of 2000, the structure of some of Providents securitizations resulted in the
transactions being accounted for as sales through the use of special purpose entities
(securitization trusts). As such, gains or losses were recognized, loans and leases were
removed from the balance sheet and residual assets, representing the present value of
future cash flows, were recorded. During the third quarter of 2000, management decided to
structure all future securitizations as secured financings thereby eliminating the use of
gain-on-sale accounting and leaving all debt on the balance sheet.

37

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

Securitization trusts created from
1997 to 2000 have not been consolidated. As such, loans and leases sold to these
securitization trusts are not included on Providents balance sheet. The following
table provides a summary of the outstanding balances of these off-balance sheet managed
assets:

|                          | March 31, | 
|------------------------- | --------- | 
|
|Nonconforming Residential |           | 
|Prime Home Equity         |           | 
|Equipment Leases          |           | 
|                          |           | 
|                          |           | 
|                          |           | 

In connection with the recognition of
non-cash gains on securitizations accounted for as sales, the present value of future cash
flows, referred to as retained interest in securitized assets (RISAs), was recorded as an
asset within Investment Securities Available For Sale.

Additionally, Provident provides for
a liquidity commitment to its nonconforming residential securitizations, treated as sales,
in the form of an unfunded demand note backed by a AAA rated standby letter of credit. The
commitment is maintained to improve the credit grade of the securitization and thereby
reduce the rate paid to investors of the securitization trust. The unfunded demand note is
an asset of the securitization trust as well as a liability of Provident. As such,
Provident records the amount of the unfunded demand note as a liability. As Provident owns
the residual interest of the securitization trust, the estimate of the fair value of the
interest includes an estimate of the amount of the demand note which will be returned to
Provident at the end of the securitization transaction.

The components of the estimated fair
value of the RISA as of March 31, 2004 follow:

|(In Thousands)                            | Nonconforming
Residential | Prime
Home Equity
|----------------------------------------- | ------------------------- | -----------------
|Estimated Cash Flows of Underlying Loans, |                           |                  
|Net of Payments to Certificate Holders    |                           |                  
|and Servicing and Insurance Expense       |                           |                  
|Less:                                     |                           |                  
|Estimated Credit Loss                     |                           |                  
|Discount to Present Value                 |                           |                  
|                                          |                           |                  
|Carrying Value of RISA                    |                           |                  
|                                          |                           |                  

As the RISA is classified as an
available for sale investment security, it has been adjusted to its fair value with the
change in fair value recorded in other comprehensive income. As of March 31, 2004, the
fair value of the RISA exceeds the amortized cost basis by $3.8 million, which resulted in
an after-tax increase to other comprehensive income of $2.5 million. The amortized cost
basis of the nonconforming residential RISA is $174.5 million which includes the fair
value of the unfunded note of $74.2 million.

38

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

Providents prime home equity
and equipment leasing securitizations are credit enhanced in the form of cash collateral
accounts that are maintained inside the securitization vehicle. Details of the cash
collateral balances held by the Trusts and the estimates of future losses are provided
below as of March 31, 2004:

|(In Thousands)    | Carrying Value
of Credit
Enhancements | Estimates
of Future
Losses
|----------------- | ------------------------------------- | --------------------------
|Prime Home Equity |                                       |                           
|Equipment Leases  |                                       |                           
|                  |                                       |                           
|                  |                                       |                           
|                  |                                       |                           

At March 31, 2004, management
believes the current carrying values of the RISA, credit enhancements and estimates of
future losses are properly stated.

The following table presents a
summary of various indicators of the credit quality of off-balance sheet securitized loans
and leases as of and for the three months ended March 31, 2004:

|(Dollars in Thousands)                     | Nonconforming
Residential | Prime Home
Equity | Equipment
Leases
|------------------------------------------ | ------------------------- | ----------------- | ----------------
|For the Three Months Ended March 31, 2004: |                           |                   |                 
|Average Securitized Assets                 |                           |                   | $               
|Net Charge-Offs                            |                           |                   |                 
|Net Charge-Offs to Average                 |                           |                  
|Securitized Assets (Annualized)            |                           |                   |                 
|As of March 31, 2004:                      |                           |                  
|Securitized Assets                         |                           |                   | $               
|Delinquency Rates:                         |                           |                  
|30 to 89 Days                              |                           |                   |                 
|90 or More                                 |                           |                   |                 

Fannie Mae Dus Program

Red Mortgage Capital, Inc. (Red
Mortgage), a member of Red Capital Group, is an approved Fannie Mae Delegated Underwriting
and Servicing (DUS) mortgage lender. Under the Fannie Mae DUS program, Red Mortgage
underwrites, funds and sells mortgage loans on multifamily rental projects. Red Mortgage
then services these mortgage loans on Fannie Maes behalf. Participation in the
Fannie Mae DUS program requires Red Mortgage to share the risk of loan losses with Fannie
Mae. The substance of this loss sharing arrangement is that Red Mortgage and Fannie Mae
split losses with one-third of all losses assumed by Red Mortgage and two-thirds of all
losses assumed by Fannie Mae.

Red Mortgage services multifamily
mortgage loans under the DUS program with outstanding principal balances aggregating
approximately $3.8 billion at both March 31, 2004 and December 31, 2003. Red Mortgage has
established reserves of $10.6 million and $10.9 million as of March 31, 2004 and December
31, 2003, respectively, for possible losses under this program. The reserve is determined
by evaluating pools of homogeneous loans and includes information based upon property type
and historical loss experience, as well as the underlying collaterals recent
operating performance. Management believes the reserve is maintained at a level that
adequately provides for the inherent losses that would accrue to Red Mortgage through its
portfolio of DUS loans. At March 31, 2004, one DUS loan with $13.1 million in unpaid
principal balance, was in payment default. The employees and management team of Red
Mortgage have originated and serviced the existing Fannie Mae DUS loan servicing portfolio
since 1995 without any charge-offs relating to the DUS loans.

39

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

Interest Rate Swaps and
Caps

At March 31, 2004 and December 31,
2003, Provident held $5.1 billion and $5.4 billion, respectively, in interest rate swaps
on which it receives payments at fixed interest rates while making payments at variable
interest rates. These instruments are used primarily as a hedge to offset time deposit
accounts and debt where Provident must pay interest at fixed rates. These derivatives
essentially convert long-term fixed rate instruments into shorter repricing instruments.

Provident also had $1.4 billion and
$1.5 billion at March 31, 2004 and December 31, 2003, respectively, in interest rate swaps
that it receives payments at floating interest rates while making payments at fixed
interest rates. The primary use of these instruments is for off-balance sheet
securitizations. Provident is required to pay investors of these securitizations interest
at a floating rate, however, many of the underlying loans pay interest to Provident at
fixed or longer-term adjustable rates. The use of these interest rate swaps allows
Provident to offset the floating interest rate payments to the investors with floating
interest rates payments received from the interest rate swaps. The fixed or longer-term
adjustable interest rate payments received from the underlying loans are used to offset
the fixed rate interest payments required on these interest rate swaps.

Provident has simultaneously
purchased and sold approximately $2.5 billion in interest rate caps, predominantly related
to off-balance sheet mortgage securities. Interest rate caps protect against the impact of
rising interest rates on interest-bearing financial instruments. When interest rates go
above a caps strike rate, the cap provides for receipt of payments based on its
notional amounts.

Forward Delivery
Commitments

Provident enters into forward
delivery contracts for the future delivery of commercial real estate and residential
mortgage loans at a specified interest rate to reduce the interest rate risk associated
with loans held for sale. As of March 31, 2004, Provident had $79 million in forward
delivery contracts.

40

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

Credit Risk Transfer
Instruments

During 2001 and 2000, Provident
entered into two credit risk transfer transactions related to its auto lease originations.
Both transactions are designed to reduce Providents exposure to credit losses. Under
the 2000 transaction, Provident transferred a substantial part of credit-related losses,
beyond a retained first loss piece, related to the then outstanding auto lease pool.
Similarly, the 2001 transaction enabled Provident to transfer a large portion of its
credit risk exposure related to its auto lease pool originated during that year. As a
result of these transactions, Provident was able to lower its credit concentration in auto
leasing while reducing its regulatory capital requirements. As of March 31, 2004, the
remaining unpaid auto lease balances on the 2001 and 2000 credit risk transfer
transactions were $0.4 billion and $0.5 billion, respectively.

Credit Commitments,
Standby Letters of Credit and Guarantees

Commitments to extend credit are
financial instruments in which Provident agrees to provide financing to customers based on
predetermined terms and conditions. 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. As of March 31, 2004, credit commitments
totaled $5.2 billion.

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. Provident had $258 million in standby letters of credit as of
March 31, 2004.

Provident Bank has issued a guarantee
for a subsidiary to assist in its business activities. This guarantee was made to Fannie
Mae for the benefit of Red Mortgage. Red Mortgage is an approved Fannie Mae Delegated
Underwriting and Servicing (DUS) mortgage lender. Participation in the Fannie Mae DUS
program requires Red Mortgage to share the risk of loan losses with Fannie Mae. For Red
Mortgage to participate in the Fannie Mae DUS program, Provident Bank provided a guarantee
to Fannie Mae that it would fulfill all payments required of Red Mortgage under the loss
sharing arrangement if Red Mortgage fails to meet its obligations. The guarantee will
continue until such time as the loss sharing agreement is amended or Red Mortgage no
longer shares the risk of loan losses with Fannie Mae. The fair value of the guarantee, in
the form of reserves for losses under the Fannie Mae DUS program, has been established on
Red Mortgages balance sheet. Additional information concerning the Fannie Mae DUS
program may be found under Management Discussion and Analysis of Financial Condition
and Results of Operations  Fannie Mae DUS Program.

41

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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, support asset growth and pay dividends to
shareholders. Management forecasts that the largest liquidity needs during 2004 will come
from growth in the lending portfolio, maturing of retail and brokered certificates of
deposit and scheduled principal payments on long-term debt. Provident has a variety of
sources to meet these liquidity demands. First, management expects to issue new
certificates of deposit along with renewing many of its maturing certificates of deposit.
Management also projects growth within retail deposits and an increase in federal funds
purchased and repurchase agreements. Additional sources of liquidity include the secured
financing of commercial and consumer loans and leases, whole-loan sales of nonconforming
residential loans and home equity loans and the availability to borrow both short-term and
long-term funds.

The following table represents
Providents estimated contractual obligations, excluding short-term obligations, at
March 31, 2004:

|(In Millions)                  | Remainder
of 2004 | 2005 - 2006 | 2007 - 2008 | 2009
and later | Total
|------------------------------ | ----------------- | ----------- | ----------- | -------------- | -----
|Certificates of Deposit        |                   |             | $           | 1,240          |      
|Long-Term Debt                 |                   |             |             | 288            |      
|Junior Subordinated Debentures |                   |             |             | --             |      
|Rental Obligations             |                   |             |             | 11             |      
|                               |                   |             |             |                |      
|                               |                   |             | $           | 1,539          |      
|                               |                   |             |             |                |      

Provident does not have a significant
amount of purchase obligations. Information about Providents off-balance sheet
obligations, which cannot be forecast as to dollar or time interval of payment, is
discussed in the sections titled Asset Securitization Activity, Interest
Rate Swaps and Caps, Forward Delivery Commitments and Credit
Commitments, Standby Letters of Credit and Guarantees.

The parent companys primary
liquidity needs during 2004 will be the payment of dividends to its preferred and common
shareholders, funds for activity of the commercial paper operations and interest payments
on junior subordinated debentures. The major source of liquidity for the parent company is
dividends and interest paid to it by its subsidiaries. Provident received dividends of $15
million in the first quarter of 2004. The amount of dividends available for payment to the
parent at March 31, 2004 by Provident Bank is approximately $109.7 million.

The parent company also received
interest payments of $5.9 million for the first quarter of 2004 from its subsidiaries.
These interest payments were primarily the result of $249.5 million of subordinated debt
loaned to Provident Bank. The subordinated debt matures during 2009 and 2010. Management
believes that dividends and interest payments from Provident Bank will be sufficient to
meet the parent companys liquidity requirements in 2004.

CAPITAL RESOURCES

Total shareholders equity at
March 31, 2004 was $931 million compared to $899 million at December 31, 2003. The change
in the equity balance relates primarily to net income exceeding dividends by $15 million,
an increase from the exercise of stock options of $9 million, an increase in the market
value of cash flow hedging instruments of $3 million (net of deferred taxes) and an
increase in the market value of investment securities of $3 million (net of deferred
taxes).

42

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

Providents 2004 capital
expenditure program of $31 million includes the purchase of computer equipment and
software, branch additions and enhancements, ATM additions and office building
renovations. Through March 31, 2004, approximately $5 million of these expenditures had
been made. Management believes that currently available funds and funds provided by normal
operations will be sufficient to meet these capital expenditure requirements.

The following table of ratios is
important for an analysis of capital adequacy:

|                                                 | Three Months Ended
March 31, 2004 | Year Ended
December 31, 2003
|------------------------------------------------ | --------------------------------- | ----------------------------
|Average Shareholders' Equity to Average Assets   |                                   |                             
|Average Tangible Shareholders' Equity to         |                                   |                             
|Average Tangible Assets                          |                                   |                             
|Period End Shareholders' Equity to               |                                   |                             
|Period End Assets                                |                                   |                             
|Period End Tangible Shareholders' Equity to      |                                   |                             
|Period End Tangible Assets                       |                                   |                             
|Dividend Payout to Net Earnings                  |                                   |                             
|Tier 1 Capital to Risk-Weighted Assets           |                                   |                             
|Total Risk-Based Capital To Risk-Weighted Assets |                                   |                             
|Tier 1 Leverage Ratio                            |                                   |                             

Risk-based capital guidelines
established by the Federal Reserve Board set minimum capital requirements and require
institutions to calculate risk-based capital ratios by assigning risk weightings to assets
and off-balance sheet items. Provident is required to maintain minimum ratios of 4.00% for
Tier 1 capital to risk-weighted assets, 8.00% for total risk-based capital to
risk-weighted assets, and 4.00% for Tier 1 capital to average assets. These guidelines
further define well-capitalized levels for Tier 1, total risk-based capital,
and leverage ratio purposes at 6.00%, 10.00% and 5.00%, respectively. As of March 31,
2004, both Provident and Provident Bank were categorized as well-capitalized for
regulatory purposes.

As noted earlier in this report,
during the second quarter of 2002, Provident issued $165 million of PRIDES in connection
with the formation of PFGI Capital. These equity units qualify as Tier 1 Capital in
Providents calculation of regulatory capital ratios.

CRITICAL ACCOUNTING
POLICIES

Note 1 to Providents 2003
annual report of Form 10-K discusses significant accounting policies used in the
development and presentation of Providents financial statements. However, four of
these accounting policies are considered to be critical due to the level of sensitivity
and subjectivity of their underlying accounting estimates. These critical accounting
policies concern the reserve for loan and lease losses; securities; mortgage servicing
assets; and derivative financial instruments.

43

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

Adequacy of the Reserve for Loan and
Lease Losses: Provident maintains a reserve to absorb potential loan and lease losses
inherent in its lending portfolio. Managements determination of the adequacy of the
loan loss reserve is based on an assessment of the potential losses given the conditions
at the time. This assessment consists of certain loans and leases being evaluated on an
individual basis, as well as all loans and leases being categorized based on common credit
risk attributes and being evaluated as a group. Management evaluates numerous factors
including the credit quality of the current loan portfolio, the trend in the loan
portfolios risk ratings, current economic conditions, specific industry trends, 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 relevant information.

Loans and leases that have been
placed on classified and/or nonaccrual status are further evaluated for potential losses
based upon review and discussion among Credit, Portfolio Risk Review, lending officers,
collection associates, and senior management. Factors 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.

Additional loss estimates associated
with securitized assets and loans sold under the Fannie Mae DUS Program are provided for
separately from the reserve for loan and lease losses. For more information on credit
exposures on these off-balance sheet assets, see Management Discussion and Analysis
of Financial Condition and Results of Operations  Off-Balance Sheet Arrangements and
Contractual Obligations.

Valuation of Securities: Securities
are accounted for in accordance with Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities. Provident classifies its securities as
held to maturity, available for sale or trading. Securities purchased with the intent and
ability to hold to maturity are classified as held to maturity. These securities are
carried at their amortized cost. 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 fair value of 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.

Included within securities available
for sale are retained interest in securitized assets. As quoted market prices are not
available for RISAs, Provident estimates the fair value based on key assumptions,
including prepayment speeds, credit losses, forward yield curves, and discount rates
commensurate with the risks involved.

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

Provident monitors the valuation of
the RISAs on a monthly basis. The valuation centers primarily around two estimates: total
life-time credit losses and the constant prepayment rate (CPR). Provident models a CPR
range from 27% to 36% with the current CPR estimate at 30%. At this CPR level, management
estimates that there would be sufficient cash flows to absorb lifetime losses up to 7.15%.
Cumulative incurred losses through March 31, 2004 are 5.84%, with estimated total lifetime
losses expected to be 7.09%. For every 1% increase in the CPR above managements
estimate of 30%, the fair value of the RISAs would be reduced $2.4 million on an after-tax
basis, with this reduction affecting Other Comprehensive Income and/or Net Income. At
March 31, 2004, management believes the current carrying value of the RISAs are properly
stated.

Valuation of Mortgage Servicing
Rights: Provident recognizes the rights to service mortgage loans it does not own but
services for others within Other Assets of its balance sheet. Mortgage servicing assets
are carried at the lower of the initial carrying value, adjusted for amortization, or
estimated fair value. Estimated fair value is based on projected discounted cash flows
which take into consideration estimated servicing fees, prepayment speeds, discount rates,
earnings on deposit of escrow funds and other assumptions. The mortgage loan prepayment
rate is the most significant factor driving the value of mortgage servicing assets.
Increases in mortgage loan prepayments reduce estimated future servicing cash flows
because the life of the underlying loan is reduced. Mortgage servicing rights are tested
quarterly to verify the market value equals or exceeds its carrying value. During the
first quarter of 2004, Provident recorded a $0.7 million net impairment charge to its
mortgage servicing assets. Impairment charges result in an increase to the mortgage
servicing valuation allowance.

Other-than-temporary impairment is
recognized when the recoverability of a recorded valuation allowance is determined to be
remote, taking into consideration historical and projected interest rates and loan payoff
activity. When this situation occurs, the unrecoverable portion of the valuation allowance
is applied as a direct write-down to the carrying value of mortgage servicing assets.
Unlike a valuation allowance, a direct write-down permanently reduces the carrying value
of mortgage servicing assets and the valuation allowance, precluding subsequent
recoveries. During the first quarter of 2004, Provident did not incur any
other-than-temporary impairment. Additional information on mortgage servicing assets is
provided in Note 9 of the Notes to Consolidated Financial Statements.

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

Valuation of Derivative Financial
Instruments: Derivative Financial Instruments are accounted for using the provisions of
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. Statement 133 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 a derivative used to hedge
changes in cash flows associated with forecasted transactions, the gain or loss on the
effective portion of the derivative will be deferred, and reported as accumulated other
comprehensive income, a component of shareholders equity, until such time as the
hedged transaction affects earnings. For derivative instruments not accounted for as
hedges, changes in fair value are required to be recognized in earnings.

The valuation of the financial
derivative instruments is based on third-party valuations. These valuations use discounted
cash flow modeling techniques, which require the use of assumptions concerning the amount
and timing of future cash flows. These estimates have a significant impact on the
valuation of the derivatives.

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PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The responsibility of monitoring and
managing market and liquidity risk is assigned to the Asset Liability Committee (ALCO).
The main component 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 to the natural balance
sheet hedges, ALCO utilizes derivative instruments to manage interest rate risk on and off
its balance sheet. Interest rate swaps and caps are the most widely used tools to manage
interest rate risk.

Provident uses an earnings simulation
model to analyze net interest income sensitivity to movements in interest rates. The model
evaluates the effect of changes in interest rates on net interest income by running
various interest rate scenarios up and down from a flat rate scenario. As a basis for
strategic interest rate risk management, the ALCO group periodically analyzes the impact
of additional interest rate scenarios on net interest income in addition to the standard
scenarios used for policy measurement. These rate scenarios are established by ALCO and
incorporate changes to the slope of the yield curve. The balance sheet assumptions,
including loan growth, funding mix, and prepayment speeds primarily on mortgage related
products, are adjusted for each rate scenario. Market-based prepayment speeds are
incorporated into the analysis, particularly for mortgage related products, including
investment portfolio securities. Faster prepayments during low interest rate environments
such as the current levels negatively impact interest rate margins due to lower
reinvestment yields.

Providents policy limit
stipulates that the negative impact on net interest income from a +/-200 basis points, 12
month gradual parallel ramp rate scenario as compared to the flat rate scenario cannot
exceed 10 percent over the next 12 month period. These tests are performed on a monthly
basis, and the results are presented to the Board of Directors. Based on the results of
the simulation model, net interest income would change by the following over the next
12-month period: decrease 3.63% for a 100 basis point decrease; increase 0.19% for a 100
basis point increase; and decrease 0.14% for a 200 basis point increase. Due to the
current interest rate environment, nothing beyond a 100 basis point decrease was
simulated.

Although primarily classified as
leased equipment, Provident continues to include all of its auto leases in its interest
sensitivity analysis.

ALCO regularly incorporates
discussions and analyses of market risk embedded in off-balance sheet activities as well
as on non-interest income items such as loan sale premiums. ALCO actively monitors the
impact of related market risk since these premiums are sensitive to changes in interest
rates.

All transaction accounts are
regularly analyzed for embedded market risk. These accounts are evaluated with respect to
their repricing characteristics as well as their expected average lives. ALCO actively
monitors the behavioral characteristics of these products. Managed account rates adjust
slower and at smaller increments than short-term rates due to the competitive environment.
During the current low rate environment, such price rigidities negatively impact interest
rate margins in the short run; however, the long-term profitability and liquidity
characteristics of these accounts are very attractive.

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PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

ITEM 4. CONTROLS AND
PROCEDURES

An evaluation was performed under the
supervision and with the participation of management, including the principal executive
and financial officers, of the effectiveness of the design and operation of
Providents disclosure controls and procedures as of March 31, 2004. Based on that
evaluation, management, including the principal executive officer and principal financial
officer, concluded that Providents disclosure controls and procedures were effective
with no significant weaknesses noted. There has been no change in Providents
internal control over financial reporting that occurred during Providents quarter
ended March 31, 2004 that has materially affected, or is reasonably likely to materially
affect, Providents internal control over financial reporting.

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PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

PART II  OTHER
INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Several purported class-actions were
filed against Provident, its President, Robert L. Hoverson, its Chief Financial Officer,
Christopher J. Carey, and their predecessors in those positions, on behalf of all
purchasers of Provident securities from March 30, 1998 through March 5, 2003. Litigation
was also filed against Provident, its President, Robert L. Hoverson and its Chief
Financial Officer, Christopher J. Carey plus PFGI Capital Corporation, a Provident
subsidiary, and others on behalf of all purchasers of PRIDES in or traceable to a June 6,
2002 offering of those securities registered with the Securities and Exchange Commission
and extending to March 5, 2003. That action alleges violations of securities laws by the
defendants in Providents financial disclosures during the period from March 30, 1998
through March 5, 2003 and in the June 2002 offering. These actions are based upon
circumstances involved in the restatement of earnings announced by Provident on March 5,
2003 and allege violations of federal securities laws by the defendants in
Providents financial disclosures during the period from March 30, 1998 through March
5, 2003. They seek an unspecified amount of damages and, in two cases, reimbursement of
all executive bonuses received during that period.

These actions were consolidated
before Judge S. Arthur Spiegel of the United States District Court for the Southern
District of Ohio under the caption, Merzin v. Provident Financial Group, Inc.,
consolidated Civil Action Master File No. C-1-03-165. The Amended Consolidated Complaint
was filed on August 22, 2003. Provident and the other Defendants filed a Motion to Dismiss
the Complaint on November 5, 2003. The motion was granted on March 9, 2004 and the Court
dismissed all claims except those relating to the June 6, 2002 offering of 6,600,000 PRIDE
securities. However, the Courts order confined any later finding of damages to $0.70
per PRIDE security.

Several derivative actions have also
been filed in federal and state courts on behalf of Provident versus Providents
directors and others. These suits were also concerned with the restatements of earnings
and allege that the defendants breached fiduciary duties owed to Provident and are
responsible for the conditions that led to the restatements and failed to ensure that the
accounting errors were prevented or detected. These actions seek recovery from the
defendants of an unspecified amount of damages and reimbursement of all executive bonuses
and stock options.

The derivative actions filed in
federal court are pending before Chief Judge Walter Herbert Rice of the United States
District Court for the Southern District of Ohio under the captions, Plumbers &
Pipefitters Local 572 Pension Fund v. Jack Cook, et al., Case No. C-1-03-168, and Peter
Berg v. Jack M. Cook, et al., Case No. C-1-03-196. Motions to dismiss the federal court
derivative actions were filed on behalf of all of the defendants on September 2, 2003.
Plaintiffs have opposed the motions. All proceedings in the derivative actions filed in
state court have been indefinitely stayed by agreement of the parties and their respective
legal counsel.

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PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

ITEM 6. EXHIBITS AND
REPORTS ON FORM 8-K

(a)    
          Exhibits filed:

| | Exhibit |  | 31.1
 Rule 13a-14(a)/15d-14(a), Certification of Principal Executive Officer
| | ------- |  | -----------------------------------------------------------------------------

| | Exhibit |  | 31.2
 Rule 13a-14(a)/15d-14(a), Certification of Principal Financial Officer
| | ------- |  | -----------------------------------------------------------------------------

| | Exhibit |  | 32.1
 Section 1350, Certification of Principal Executive Officer
| | ------- |  | -----------------------------------------------------------------

| | Exhibit |  | 32.2
 Section 1350, Certification of Principal Financial Officer
| | ------- |  | -----------------------------------------------------------------

(b)    
          Reports on Form 8-K:

| | Form |  | 8-K
(Items 7 and 12) Earnings release for fourth quarter and full year; filed on January 21,
2004.
| | ---- |  | --------------------------------------------------------------------------------------------------

| | Form |  | 8-K
(Items 7 and 12) Slide show for fourth quarter investor conference call; filed on January
22, 2004.
| | ---- |  | -------------------------------------------------------------------------------------------------------

| | Form |  | 8-K
(Items 5 and 7) Announcement of Plan of Merger between National City Corporation and
Provident Financial Group, Inc.; filed on February 17, 2004.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | Form |  | 8-K
(Item 5) Announcement of American Financial Group, Inc. voting rights; filed on April 7,
2004.
| | ---- |  | --------------------------------------------------------------------------------------------------

| | Form |  | 8-K
(Item 12) Earnings release for first quarter; filed on April 21, 2004.
| | ---- |  | --------------------------------------------------------------------------

All other items required in Part II
of this form have been omitted since they are not applicable or not required.

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PROVIDENT FINANCIAL
GROUP, INC. AND SUBSIDIARIES

SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| | Provident Financial Group, Inc.  Registrant
| | -------------------------------------------



Date: May 7, 2004

| | /s/Christopher J. Carey
    Christopher J. Carey
    Executive Vice President and
    Chief Financial Officer
| | -------------------------------------------------------------------------------------------------------------

51