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                     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                               Commission File
March 31, 2003                                                    No. 1-8019

                       PROVIDENT FINANCIAL GROUP, INC.

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

               One East Fourth Street, Cincinnati, Ohio 45202
                             Phone: 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, 2003 is 48,765,906.

                    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 . . . . . . . . . . . . . . . . . . . .  3
      Consolidated Statements of Income . . . . . . . . . . . . . . . . .  4
      Consolidated Statements of Changes in Shareholders' Equity  . . . .  5
      Consolidated Statements of Cash Flows . . . . . . . . . . . . . . .  6
      Notes to the Consolidated Financial Statements  . . . . . . . . . .  7

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS  . . . . . . . . . . . . . . . . . . 15

   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . 40

   ITEM 4. CONTROLS AND PROCEDURES . . . . . . . . . . . . . .  . . . . . 41

PART II. OTHER INFORMATION

   ITEM 1. LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . . . . . . . . 42

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 42

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

CERTIFICATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

                                    -2-

                                              PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-----------------------------

              PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS

                                                             March 31,    December 31,
                                                                 2003            2002
(Dollars in Thousands)                                     (Unaudited)
-------------------------------------------------------------------------------------
ASSETS
  Cash and Due from Banks                                $    340,141    $    351,994
  Federal Funds Sold and Reverse Repurchase Agreements        561,446         188,925
  Trading Account Securities                                  111,516         127,848
  Loans Held for Sale                                         255,593         436,884
  Investment Securities Available for Sale
   (amortized cost - $4,303,774 and $4,158,511)             4,320,723       4,215,238
  Loans and Leases (Net of Unearned Income):
    Corporate Lending:
      Commercial                                            4,515,888       4,482,373
      Mortgage                                                947,205         960,636
      Construction                                            528,824         510,331
      Lease Financing                                       1,233,533       1,273,901
    Consumer Lending:
      Installment                                           1,362,896       1,306,761
      Residential                                             519,632         599,793
      Lease Financing                                          43,522               -
                                                         ------------    ------------
        Total Loans and Leases                              9,151,500       9,133,795
    Reserve for Loan and Lease Losses                        (201,020)       (201,051)
                                                         ------------    ------------
        Net Loans and Leases                                8,950,480       8,932,744
  Leased Equipment                                          2,181,823       2,350,356
  Premises and Equipment                                       98,853         101,513
  Goodwill                                                     82,651          82,651
  Other Assets                                                823,194         751,856
                                                         ------------    ------------
TOTAL ASSETS                                             $ 17,726,420    $ 17,540,009
                                                         ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities:
    Deposits:
      Noninterest Bearing                                $  1,163,209    $  1,141,990
      Interest Bearing                                      9,502,086       8,706,989
                                                         ------------    ------------
        Total Deposits                                     10,665,295       9,848,979
    Short-Term Debt                                         1,506,797       1,925,005
    Long-Term Debt                                          3,661,219       3,842,657
    Guaranteed Preferred Beneficial Interests in
     Company's Junior Subordinated Debentures                 451,179         451,074
    Minority Interest                                         160,966         160,966
    Accrued Interest and Other Liabilities                    401,981         430,957
                                                         ------------    ------------
        Total Liabilities                                  16,847,437      16,659,638
  Shareholders' Equity:
    Preferred Stock, 5,000,000 Shares Authorized,
     Series D, 70,272 Issued                                    7,000           7,000
    Common Stock, No Par Value, 110,000,000 Shares
     Authorized, 48,759,156 and 48,760,462 Issued              14,454          14,454
    Capital Surplus                                           298,498         298,025
    Retained Earnings                                         619,444         604,013
    Accumulated Other Comprehensive Loss, Net                 (60,413)        (43,121)
                                                         ------------    ------------
        Total Shareholders' Equity                            878,983         880,371
                                                         ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $ 17,726,420    $ 17,540,009
                                                         ============    ============

See notes to consolidated financial statements.

                                    -3-

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

                                                  Three Months Ended
                                                       March 31,
                                               ------------------------
(In Thousands, Except Per Share Data)              2003            2002
-----------------------------------------------------------------------
Interest Income:
  Interest and Fees on Loans and Leases        $141,636        $155,001
  Interest on Investment Securities              51,815          53,348
  Other Interest Income                           8,291           5,067
                                               --------        --------
      Total Interest Income                     201,742         213,416
Interest Expense:
  Interest on Deposits:
    Savings and Demand Deposits                   9,868           9,052
    Time Deposits                                47,068          58,403
                                               --------        --------
      Total Interest on Deposits                 56,936          67,455
  Interest on Short-Term Debt                     8,840          10,310
  Interest on Long-Term Debt                     48,308          51,418
  Interest on Junior Subordinated Debentures      4,699           5,938
                                               --------        --------
      Total Interest Expense                    118,783         135,121
                                               --------        --------
        Net Interest Income                      82,959          78,295
Provision for Loan and Lease Losses              16,521          24,205
                                               --------        --------
  Net Interest Income After Provision
    for Loan and Lease Losses                    66,438          54,090
Noninterest Income:
  Service Charges on Deposit Accounts            12,332          10,449
  Loan Servicing Fees                            10,660           7,998
  Commercial Mortgage Banking Revenue            10,297           5,746
  Other Service Charges and Fees                 11,736           9,899
  Leasing Income                                138,861         154,981
  Cash Gains on Sale of Loans                     4,942           2,640
  Warrant Gains                                     328               -
  Net Security Gains                              1,500               -
  Other                                           3,518           4,517
                                               --------        --------
    Total Noninterest Income                    194,174         196,230
Noninterest Expense:
  Salaries, Wages and Benefits                   61,984          56,389
  Charges and Fees                                7,822           7,651
  Occupancy                                       6,228           6,018
  Leasing Expense                                95,760         106,865
  Equipment Expense                               6,949           6,207
  Professional Services                           8,398           6,085
  Minority Interest Expense                       3,197               -
  Other                                          31,745          27,397
                                               --------        --------
    Total Noninterest Expense                   222,083         216,612
                                               --------        --------
Income Before Income Taxes                       38,529          33,708
Applicable Income Taxes                          12,715          12,092
                                               --------        --------
  Net Income                                   $ 25,814        $ 21,616
                                               ========        ========
Per Common Share:
  Basic Earnings Per Share                     $   0.52        $   0.43
  Diluted Earnings Per Share                       0.51            0.43
  Cash Dividends Paid                              0.24            0.24

See notes to consolidated financial statements.

                                    -4-

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

                                                                                  Accumulated
                                                                                        Other
                                   Preferred   Common    Capital    Retained    Comprehensive
(In Thousands)                         Stock    Stock    Surplus    Earnings        Loss, Net      Total
--------------------------------------------------------------------------------------------------------
Balance at January 1, 2002           $ 7,000  $14,587   $322,024    $556,918        $ (98,696)  $801,833

Net Income                                                            21,616                      21,616
Other Comprehensive Income,
 Net of Tax:
 Change in Unrealized
  Gains (Losses) on:
  Hedging Instruments                                                                  22,690     22,690
  Marketable Securities                                                                (8,900)    (8,900)
                                                                                                --------
     Total Comprehensive Income                                                                   35,406
Dividends Paid on:
 Preferred Stock                                                        (237)                       (237)
 Common Stock                                                        (11,816)                    (11,816)
Exercise of Stock Options and
 Accompanying Tax Benefits                         16        826                                     842
Other                                                        (14)                                    (14)
                                     -------  -------   --------    --------        ---------   --------
Balance at March 31, 2002            $ 7,000  $14,603   $322,836    $566,481        $ (84,906)  $826,014
                                     =======  =======   ========    ========        =========   ========

Balance at January 1, 2003           $ 7,000  $14,454   $298,025    $604,013        $ (43,121)  $880,371

Net Income                                                            25,814                      25,814
Other Comprehensive Income,
 Net of Tax:
 Change in Unrealized
  Gains (Losses) on:
  Hedging Instruments                                                                   8,562      8,562
  Marketable Securities                                                               (25,854)   (25,854)
                                                                                                --------
     Total Comprehensive Income                                                                    8,522
Dividends Paid on:
 Preferred Stock                                                        (237)                       (237)
 Common Stock                                                        (11,895)                    (11,895)
Exercise of Stock Options and
 Accompanying Tax Benefits                          9        991                                   1,000
Benefit Plan Assets in
 Provident Stock                                   (9)      (518)        (51)                       (578)
Other                                                                  1,800                       1,800
                                     -------  -------   --------    --------        ---------   --------
Balance at March 31, 2003            $ 7,000  $14,454   $298,498    $619,444        $ (60,413)  $878,983
                                     =======  =======   ========    ========        =========   ========

See notes to consolidated financial statements.

                                    -5-

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

                                                         Three Months Ended March 31,
                                                         ---------------------------
(In Thousands)                                                   2003           2002
------------------------------------------------------------------------------------
Operating Activities:
 Net Income                                               $    25,814    $    21,616
 Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   Provision for Loan and Lease Losses                         16,521         24,205
   Other Amortization and Accretion                            13,869          1,880
   Depreciation of Leased Equipment                            99,653        107,928
   Depreciation of Premises and Equipment                       6,193          5,583
   Tax Benefit Received from Exercise of Stock Options            616            266
   Realized Investment Security Gains                          (1,500)             -
   Proceeds from Sale of Loans Held for Sale                1,109,898        521,175
   Origination of Loans Held for Sale                        (925,509)      (427,197)
   Realized Gains on Loans Held for Sale                       (3,098)        (1,485)
   Net Purchases of Trading Account Securities                 16,332          1,154
   Increase in Interest Receivable                             (7,752)        (3,931)
   Increase in Other Assets                                   (74,478)       (10,511)
   Increase in Interest Payable                                 1,009          5,467
   Increase (Decrease) in Other Liabilities                      (406)        30,599
                                                          -----------    -----------
    Net Cash Provided By Operating Activities                 277,162        276,749
                                                          -----------    -----------
Investing Activities:
 Investment Securities Available for Sale:
  Proceeds from Sales                                       1,200,358        420,524
  Proceeds from Maturities and Prepayments                    479,290        209,190
  Purchases                                                (1,822,695)    (1,052,077)
 (Increase) Decrease in Loans and Leases                      (34,341)       276,413
 (Increase) Decrease in Operating Lease Equipment              68,880        (16,114)
 Increase in Premises and Equipment                            (3,533)        (4,292)
                                                          -----------    -----------
    Net Cash Used In Investing Activities                    (112,041)      (166,356)
                                                          -----------    -----------
Financing Activities:
 Increase in Deposits                                         805,772         52,656
 Decrease in Short-Term Debt                                 (418,208)      (216,949)
 Principal Payments on Long-Term Debt                        (182,403)      (113,775)
 Proceeds From Issuance of Long-Term Debt                         334          1,393
 Cash Dividends Paid                                          (12,132)       (12,053)
 Proceeds from Exercise of Stock Options                          384            576
 Net Increase (Decrease) in Other Equity Items                  1,800            (14)
                                                          -----------    -----------
    Net Cash Provided By (Used In) Financing Activities       195,547       (288,166)
                                                          -----------    -----------
     Increase (Decrease) in Cash and Cash Equivalents         360,668       (177,773)
Cash and Cash Equivalents at Beginning of Period              540,919        501,223
                                                          -----------    -----------
Cash and Cash Equivalents at End of Period                $   901,587    $   323,450
                                                          ===========    ===========

Supplemental Disclosures of Cash Flow Information:
 Cash Paid for:
  Interest                                                $   117,775    $   112,484
  Income Taxes                                                  2,077              -
 Non-Cash Activity:
  Transfer of Loans and Leases to
   Other Real Estate and Equipment                              7,761          6,293

See notes to consolidated financial statements.

                                    -6-

              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 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.  Investment  in
companies in which  Provident has  significant  influence over operating and
financing  decisions  (principally  defined  as owning a voting or  economic
interest  of  20%  to  50%)  are  accounted  for by  the  equity  method  of
accounting. All significant intercompany balances and transactions have been
eliminated.  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  2002
annual  report on Form  10-K,  which  include  descriptions  of  significant
accounting  policies,  should  be read in  conjunction  with  these  interim
financial statements.

NOTE 2.  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  5.6 million and 4.6 million shares
of Common Stock were  outstanding at March 31, 2003 and 2002,  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 PRIDES  units were not included in the
computation  of  dilutive  earnings  per share as these  instruments  had no
dilutive impact.

                                    -7-

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

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

                                                     Three Months Ended
                                                          March 31,
                                                  -----------------------
(In Thousands, Except Per Share Data)                 2003           2002
-------------------------------------------------------------------------
Basic:
 Net Income                                       $ 25,814       $ 21,616
 Less Preferred Stock Dividends                       (237)          (237)
                                                  --------       --------
  Income Available to Common Shareholders           25,577         21,379
  Weighted-Average Common Shares Outstanding        48,776         49,228
                                                  --------       --------
 Basic Earnings Per Share                         $   0.52       $   0.43
                                                  ========       ========
Diluted:
 Net Income                                       $ 25,814       $ 21,616
 Weighted-Average Common Shares Outstanding         48,776         49,228
 Benefit Plans Common Shares                           680              -
 Assumed Conversion of:
  Convertible Preferred Stock                          988            988
  Dilutive Stock Options                               322            372
                                                  --------       --------
 Dilutive Potential Common Shares                   50,766         50,588
                                                  --------       --------
 Diluted Earnings Per Share                       $   0.51       $   0.43
                                                  ========       ========

NOTE 3.  GUARANTEED  PREFERRED  BENEFICIAL  INTERESTS  IN  COMPANY'S  JUNIOR
----------------------------------------------------------------------------
SUBORDINATED DEBENTURES
-----------------------

Wholly-owned  subsidiary  trusts of Provident  have issued $462.5 million of
preferred   securities   and,   in  turn,   purchased   $462.5   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.
Approximately  $367 million of the  preferred  securities  qualify as Tier 1
capital and the  remainder  qualifies as Tier 2 capital for bank  regulatory
purposes.  The sole  assets of the  trusts  are the  debentures.  The junior
subordinated debentures consisted of the following at March 31, 2003:

                            Stated    Effective        Maturity
(Dollars in Thousands)        Rate      Rate(1)            Date       Amount
----------------------------------------------------------------------------
November 1996 Issuance        8.60%       8.67%        12/01/26     $ 99,013
June 1999 Issuance            8.75%       2.62%        06/30/29      121,555
November 2000 Issuance       10.25%       3.99%        12/31/30      109,286
March 2001 Issuance           9.45%       4.27%        03/30/31      121,325
                                                                    --------
      Total                                                         $451,179
                                                                    ========
(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.

                                    -8-

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

NOTE 4.  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,
                                                                 --------------------
(In Thousands)                                                       2003        2002
-------------------------------------------------------------------------------------
Accumulated Unrealized Gains (Losses) on Securities Available
 for Sale at January 1, Net of Tax                               $ 36,809    $(15,953)
Net Unrealized Losses for the Period, Net of Tax
 Benefit of $4,471 in 2003 and $4,792 in 2002                      (8,304)     (8,900)
Reclassification Adjustment for Gains Included in Net Income,
 Net of Tax Expense of $9,450 in 2003                             (17,550)          -
                                                                 --------    --------
Effect on Other Comprehensive Income (Loss) for the Year          (25,854)     (8,900)
                                                                 --------    --------
Accumulated Unrealized Gains (Losses) on Securities Available
 for Sale at March 31, Net of Tax                                $ 10,955    $(24,853)
                                                                 ========    ========

Accumulated Unrealized Losses on Derivatives Used in Cash
 Flow Hedging Relationships at January 1, Net of Tax             $(79,930)   $(82,743)
Net Unrealized Gains (Losses) for the Period, Net of Tax
 Expense (Benefit) of ($2,459) in 2003 and $2,527 in 2002          (4,567)      4,693
Reclassification Adjustment for Losses Included in Net Income,
 Net of Tax Benefit of $7,070 in 2003 and $9,691 in 2002           13,129      17,997
                                                                 --------    --------
Effect on Other Comprehensive Income (Loss) for the Year            8,562      22,690
                                                                 --------    --------
Accumulated Unrealized Losses on Derivatives Used in Cash
 Flow Hedging Relationships at March 31, Net of Tax              $(71,368)   $(60,053)
                                                                 ========    ========

Accumulated Other Comprehensive Loss at January 1, Net of Tax    $(43,121)   $(98,696)
Other Comprehensive Income (Loss), Net of Tax                     (17,292)     13,790
                                                                 --------    --------
Accumulated Other Comprehensive Loss at March 31, Net of Tax     $(60,413)   $(84,906)
                                                                 ========    ========

NOTE 5.  LINE OF BUSINESS REPORTING
-----------------------------------

Provident's three major business lines,  referred to as Commercial  Banking,
Retail Banking and Mortgage Banking,  are based on the products and services
offered,  and its management  structure.  Commercial  Banking offers a 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
mortgage loans to consumers,  and also provides  fee-based loan  processing,
loan warehousing and servicing for third party originators.

                                    -9-

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

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 are charged to
business lines 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.

Condensed  income  statements  and  total  assets  are  provided  below  for
Provident's  three major lines of business for the three-month  period ended
March 31, 2003 and 2002. Corporate Center represents income and expenses not
related to the major business lines, and gain/loss on the sale of investment
securities.

                                    Commercial      Retail    Mortgage  Corporate
(Dollars in Millions)                  Banking     Banking     Banking     Center      Total
--------------------------------------------------------------------------------------------
Three Months Ended March 31 2003:
  Net Interest Income                 $   49.8    $   14.0    $   19.1    $     -    $  82.9
  Provision for Loan Losses              (12.0)       (2.0)       (2.5)         -      (16.5)
  Noninterest Income                      41.5       139.4        11.8        1.5      194.2
  Noninterest Expense                    (58.1)     (142.8)      (21.2)         -     (222.1)
  Income Taxes                            (7.0)       (2.8)       (2.4)      (0.5)     (12.7)
                                      --------    --------    --------    -------    -------
  Net Income                          $   14.2    $    5.8    $    4.8    $   1.0    $  25.8
                                      ========    ========    ========    =======    =======
  Total Assets                        $  7,430    $  4,794    $  1,561    $ 3,941    $17,726
                                      ========    ========    ========    =======    =======

Three Months Ended March 31 2002:
  Net Interest Income                 $   55.5    $    7.5    $   15.3    $     -    $  78.3
  Provision for Loan Losses              (18.7)       (3.8)       (1.7)         -      (24.2)
  Noninterest Income                      36.3       153.4         6.5          -      196.2
  Noninterest Expense                    (53.7)     (146.2)      (16.7)         -     (216.6)
  Income Taxes                            (6.9)       (4.0)       (1.2)         -      (12.1)
                                      --------    --------    --------    -------    -------
  Net Income                          $   12.5    $    6.9    $    2.2    $     -    $  21.6
                                      ========    ========    ========    =======    =======
  Total Assets                        $  6,976    $  4,608    $  1,624    $ 3,097    $16,305
                                      ========    ========    ========    =======    =======

NOTE 6.  GOODWILL AND OTHER INTANGIBLE ASSETS
---------------------------------------------

Provident  adopted the  provisions  of  Statements  of Financial  Accounting
Standards No. 141, "Business Combinations", and No. 142, "Goodwill and Other
Intangible  Assets",  on January 1 2002.  Under the new rules,  goodwill and
intangible  assets deemed to have indefinite  lives are no longer  amortized
but are subject to annual impairment tests in accordance with Statement 142.
Other  intangible  assets  deemed  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,  2003  and  determined  that no
impairment existed as of that date.

                                    -10-

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

Changes in the  carrying  amount of goodwill by business  line for the three
months ended March 31, 2003 and 2002, are as follows:

                                              Commercial    Retail
(In Thousands)                                   Banking   Banking     Total
----------------------------------------------------------------------------
Balance at January 1, 2002                       $39,825   $40,824   $80,649
Goodwill Acquired During the Year                      -       189       189
Goodwill Recorded as a Result of Contingent
 Consideration being Recognized                    1,594         -     1,594
                                                 -------   -------   -------
Balance at March 31, 2002                        $41,419   $41,013   $82,432
                                                 =======   =======   =======

Balance at January 1, 2003                       $41,419   $41,232   $82,651
Goodwill Acquired During the Year                      -         -         -
                                                 -------   -------   -------
Balance at March 31, 2003                        $41,419   $41,232   $82,651
                                                 =======   =======   =======

As all of Provident's  other intangible  assets have been determined to have
limited  lives,  these assets have continued to be amortized as in the past.
Intangible assets, along with accumulated amortization, is provided below:

                                            Gross                        Net
                                         Carrying    Accumulated    Carrying
(In Thousands)                              Value   Amortization       Value
----------------------------------------------------------------------------
Non-Contractual Customer Relationships    $21,997       $  9,934     $12,063
Purchased Core Deposits                     1,429          1,161         268
                                          -------       --------     -------
Balance at March 31, 2003                 $23,426       $ 11,095     $12,331
                                          =======       ========     =======

The estimated  amortization of intangible assets for the next five years, is
$3.6 million for the remainder of 2003;  $4.4 million for 2004; $3.1 million
for 2005; $0.7 million for 2006; and $0.2 million for 2007.

NOTE 7.  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 Sheets.  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,  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. 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.

                                    -11-

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

Changes in the carrying value of mortgage servicing assets follows:

                                                         Three Months Ended
                                                              March 31
                                                      ----------------------
(In Thousands)                                             2003         2002
----------------------------------------------------------------------------
Balance at Beginning of Period                        $ 111,690    $  84,267
Additions                                                24,790        7,546
Amortization                                             (5,612)      (2,856)
Impairment Charges                                            -            -
                                                      ---------    ---------
Balance at End of Period                              $ 130,868    $  88,957
                                                      =========    =========

As of March 31, 2003,  mortgage servicing assets relating to commercial real
estate loans and residential  loans totaled $65.8 million and $65.1 million,
respectively. Total mortgage loans serviced for others included $9.7 billion
on commercial real estate property and $9.0 billion on residential  property
as of March 31, 2003. No impairment  charges were incurred on the commercial
real estate  servicing  assets as most of the underlying  loans have lockout
and prepayment penalties generally ranging from 5 to 9 years.  Regarding the
residential  servicing rights, no impairment  charges were recognized as the
majority of the servicing  assets were acquired  under the current  interest
rate environment.

NOTE 8.  EQUITY INVESTMENTS
---------------------------

Provident  invests  in low income  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.  During the first quarter of 2003, certain equity investments
were  determined  to have  incurred  a total of $11.0  million of other than
temporary impairment in their valuation based upon information received from
the general partners of the equity funds and Provident's  internal analyses.
This impairment  charge was offset against other realized security gains. As
of March  31,  2003 and  2002,  Provident  held  equity  investments  with a
carrying value of $60.6 million and $83.0 million, respectively.

NOTE 9.  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,

                                    -12-

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

"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 $225,000 ($189,000 after-tax) of stock-based compensation
during  the  first  three  months  of 2003  while no  compensation  cost was
recognized for stock option grants during 2002. 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
                                                          ------------------------
(In Thousands, Except Per Share Data)                           2003          2002
----------------------------------------------------------------------------------
Net Income as Reported                                    $   25,814    $   21,616
Plus Stock-Based Compensation Recognized for Options
  Granted in 2003, Net of Related Tax                            189             -
Less Total Stock-Based Compensation for Options Granted
 Since 1994, Net of Related Tax                               (2,289)       (2,352)
                                                          ----------    ----------
Pro-forma Net Income                                      $   23,714    $   19,264
                                                          ==========    ==========
Earnings Per Share:
  Basic - As Reported                                     $     0.52    $     0.43
  Basic - Pro Forma                                             0.48          0.39
  Diluted - As Reported                                         0.51          0.43
  Diluted - Pro Forma                                           0.48          0.38

NOTE 10.  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.

                                    -13-

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

The subsidiaries and their total assets as of March 31, 2003 follow:

(In Thousands)                                                  Total Assets
----------------------------------------------------------------------------
Provident Auto Rental LLC 1999-1                                    $706,261
Provident Auto Leasing Company                                       485,076
Provident Auto Rental LLC 2000-1                                     349,638
Provident Auto Rental LLC 2001-1                                     308,435
Provident Auto Rental LLC 2000-2                                     151,036
Provident Auto Rental Company LLC 1998-2                             149,302
Provident Auto Rental Company LLC 1998-1                             138,079
Provident Lease Receivables Company LLC                              102,769

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

NOTE 11.  CONSOLIDATION OF VARIABLE INTEREST ENTITIES
-----------------------------------------------------

In January  2003,  the  Financial  Accounting  Standards  Board  issued FASB
Interpretation No. 46,  "Consolidation of Variable Interest Entities".  This
Interpretation of Accounting Research Bulletin No. 51 (ARB 51), Consolidated
Financial Statements,  addresses consolidation by business enterprises where
ownership  interests  in an entity  may vary  over  time or, in many  cases,
special-purpose entities (SPEs). To be consolidated for financial reporting,
these  entities must have certain  characteristics.  ARB 51 requires that an
enterprise's consolidated financial statements include subsidiaries in which
the enterprise has a controlling  financial  interest.  This  Interpretation
requires   existing   unconsolidated   variable   interest  entities  to  be
consolidated  by  their  primary   beneficiaries  if  the  entities  do  not
effectively disperse risks among parties involved.  An enterprise that holds
significant  variable  interests  in such an entity,  but is not the primary
beneficiary,  is required  to disclose  certain  information  regarding  its
interests in that entity.  This  Interpretation  applies in the first fiscal
year or interim period  beginning after June 15, 2003, to variable  interest
entities in which an enterprise  holds an interest  that it acquired  before
February 1, 2003. It also applies  immediately to variable interest entities
created after January 31, 2003, and to variable  interest  entities in which
an  enterprise  obtains  an  interest  after that date.  As  management  has
determined  that the SPEs used in the  securitization  of its  nonconforming
residential,  prime home equities and equipment leases effectively  disperse
risks among parties involved, these securitization entities will continue to
be excluded from consolidation.

                                    -14-

              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,  northern Kentucky and southwest  Florida.  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 March 5, 2003, Provident announced a restatement of its operating results
for  years  1997  through  2001  and  the  interim  periods  for  2002.  The
restatement was a result of unintentional  errors in the accounting for nine
auto lease financing transactions  originated between 1997 and 1999, and the
return to the balance sheet of the associated consumer auto leases which had
been  previously  accounted  for as  off-balance  sheet.  These  errors were
discovered by Provident's  finance staff in connection  with the testing and
installation of a financial model that identified differences in income from
that  originally  recorded,  compared  with  the  income  generated  by  the
financial model for auto lease transactions.

Subsequent to this announcement,  Provident  determined that its auto leases
should be classified as operating  leases  instead of finance  leases.  As a
result, Provident accounted for its auto lease portfolio as operating leases
resulting  in the  recognition  of rental  income and  depreciation  expense
rather than interest income as reported in earlier  periods.  Also,  amounts
previously  reported  as direct  financing  leases and  included in the loan
category, were reclassified to leased equipment.

The results of these  restatements  are reflected  for all periods  reported
upon in Provident's 2002 Form 10-K and this filing of Provident's  March 31,
2003 Form 10-Q.

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.  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; the ability to generate loans and leases;
significant  cost, delay in, or inability to execute  strategic  initiatives
designed  to increase  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

                                    -15-

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

of the loan and lease  portfolio,  and changes in the provision for loan and
lease  losses.  Forward-looking  statements  speak only as of the date made.
Provident undertakes no obligations to update any forward-looking statements
to reflect events or circumstances  arising after the date on which they are
made.

RESULTS OF OPERATIONS
---------------------

Summary
-------

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

                                                   Three Months Ended
                                                         March 31,
(Dollars in Thousands,                      --------------------------------
 Except Per Share Data)                         2003        2002      Change
----------------------------------------------------------------------------
Income Statement Summary:
  Net Interest Income                       $ 82,959    $ 78,295           6%
  Noninterest Income                         194,174     196,230          (1)
   Total Revenue                             277,133     274,525           1
  Provision for Loan and Lease Losses         16,521      24,205         (32)
  Noninterest Expense                        222,083     216,612           3
    Net Income                                25,814      21,616          19
  Diluted Earnings Per Common Share             0.51        0.43          19
Ratios Analysis:
  Return on Average Equity                     11.76%      10.45%
  Return on Average Assets                      0.59%       0.53%

First  quarter 2003 earnings per diluted share and net income were $0.51 and
$25.8  million,  respectively,  compared with $0.43 and $21.6 million in the
first quarter of 2002.  Returns on average equity and assets were 11.76% and
0.59%, respectively, for the first three months of 2003 compared with 10.45%
and 0.53% for the same period during 2002.

Net interest  income  increased 6% to $83.0 million for the first quarter of
2003 from $78.3 million reported for the first quarter of 2002. The increase
was  due  to  interest   earning  assets  growing  at  a  higher  rate  than
interest-bearing  liabilities.  The net interest  margin for the first three
months  of 2003 and 2002 was 2.37% and  2.47%,  respectively.  The lower net
interest  margin  for  2003  was  the  result  of the  lower  interest  rate
environment  and a  change  in the mix of  interest  earning  assets  as the
company continues to reduce its overall credit risk.

The provision for loan and lease losses  declined from $24.2 million for the
first quarter of 2002 to $16.5  million for the first  quarter of 2003.  The
annualized  net  charge-off  to average loans and leases ratio was 0.73% for
the first  three  months of 2003  compared  to 1.02% for the same  period in
2002.  The  annualized  charge-off  ratio  in  2003  was  the  lowest  ratio
experienced by Provident during the past two years.  Nonperforming assets at
March 31, 2003 was $203.4 million compared to $182.2 million at December 31,
2002 and $211.5 million at March 31, 2002.  Reserve for loan losses to total
loans and leases was 2.20% as of March 31, 2003, compared to 2.20% and 2.81%
as of December 31, 2002 and March 31, 2002, respectively.

                                    -16-

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

Noninterest  income  remained  relatively flat for the first three months of
2003 as  compared  to the same  period in 2002.  Increases  in nearly  every
noninterest  income  category  offset a  decrease  in  leasing  income.  The
decrease  in  leasing  income  was  a  result  of  Provident's  decision  to
de-emphasize  its auto leasing  activity and because 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 this type of
lending being  classified as a direct  financing  lease in the loan category
and income being recorded as interest income.

Noninterest  expense increased $5.5 million, or 3%, for the first quarter of
2003 as  compared to the same period in 2002.  The  increase in  noninterest
expense was  primarily  in the areas of payroll,  professional  services and
minority  interest expense and was partially offset by a decrease in leasing
expense.  The minority  interest  expense  relates to dividends paid 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. Similar
to leasing  income,  leasing  expense  decreased due to the decrease in auto
leasing  activity,  as well as auto leases  originated  since  February 2003
being classified as finance leases rather than operating leases.

Total assets increased $186 million from December 31, 2002 to March 31, 2003
primarily as a result of an increase in federal funds, investment securities
and home equity loans.  Partially offsetting these increases were reductions
in  nonconforming  residential  loans,  structured  finance  loans  and auto
leases. The fluctuations in the loan and lease balances reflect management's
decision to lower the risk  profile of its loan and lease  portfolio.  Total
deposits  increased  $816  million  during the first  three  months of 2003.
Average core  deposits  have  increased 8% since the first  quarter of 2002.
Regulatory capital ratios have improved  significantly since March 2002, due
primarily to the issuance of $165  million of Real Estate  Investment  Trust
(REIT) PRIDES and a lower  regulatory  risk-weighting  composition of on and
off-balance sheet assets.

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, 2003 and 2002.
Condensed  income  statements and total assets are provided in Note 5 of the
"Notes to Consolidated Financial Statements".

                                                         Three Months Ended
                                                              March 31,
                                                      ----------------------
(Dollars in Millions)                                   2003            2002
----------------------------------------------------------------------------
Commercial Banking                                    $ 14.2          $ 12.5
Retail Banking                                           5.8             6.9
Mortgage Banking                                         4.8             2.2
Corporate Center                                         1.0               -
                                                      ------          ------
                                                      $ 25.8          $ 21.6
                                                      ======          ======

                                    -17-

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

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.
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 quarters ending March 31, 2003
   and  2002  was  $14.2  million  and  $12.5  million,   respectively.  The
   fluctuation  in net income can be primarily  attributed to an increase in
   noninterest  income between the first quarter 2003 and first quarter 2002
   of $5.2 million, all primarily attributed to Commercial Mortgage Banking.
   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 quarter provided for an increased demand for
   their services.

   Average  balances  for the  first  three  months of 2003  increased  $459
   million or 7%  compared  to the same time  period in 2002.  However,  net
   interest  income for the first  three  months of 2003 failed to keep pace
   with  asset  growth  due to a  modest  spread  compression.  Furthermore,
   provision  expense  decreased in the first three months of 2003 primarily
   due to an overall  improvement in credit  quality of the commercial  loan
   portfolio.

                                    -18-

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

   Management continues to reposition this business line in order to develop
   and grow more  predictable  earnings.  Management has  de-emphasized  its
   higher  credit  risk  areas  of  structured  finance  lending  and  large
   equipment  leasing  while  growing its lower  credit risk areas of middle
   market leasing and regional middle market commercial 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, call center, ATMs
   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 was $5.8 million and $6.9 million for the three-month  periods
   ended March 31, 2003 and 2002,  respectively.  The decrease in net income
   for 2003 was  primarily the result of a decrease in  noninterest  income,
   principally leasing income,  which was partially offset by an increase in
   net interest income. The improvement in net interest income was primarily
   due to the growth in the home equity lending portfolio.

   Retail Banking continues to alter the composition of its consumer lending
   portfolio.  Management  believes  that growing its home equity  portfolio
   while  slowing auto lease  originations  will result in lower credit risk
   exposure.

   Retail Banking has  experienced  growth in transaction  deposits of 7% in
   the first quarter of 2003 as compared to the first quarter of 2002. Total
   retail deposit  growth has been flat over the same time period,  however,
   due to  less  aggressive  pricing  on  retail  certificates  of  deposit.
   Provident  plans to further  enhance its  distribution  system to improve
   customer acquisition and market penetration.

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  and  broker  channels  and  are  sold  on  a
   whole-loan  basis.  Whole-loan sales refer to the transfer of credit risk
   along  with the  payment  stream of the loan.  Primary  operating  groups
   within Mortgage  Banking  include  Residential  Mortgage  Origination and
   Sales, Third-Party Loan Servicing and Warehouse Lending Services.

                                    -19-

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

   Net income for the first  quarter of 2003 was $4.8 million as compared to
   net income of $2.2 million for the first quarter of 2002.  Net income for
   the first quarter of 2003 rose  primarily from higher  warehouse  lending
   production, growth in the sub-servicing portfolio, and from the execution
   of  the  whole-loan  sale  strategy.  Warehouse  lending  production  has
   benefited from a favorable rate  environment,  which has stimulated  loan
   refinancing.  Sub-servicing  has also experienced  significant  growth as
   loans serviced for others  (excluding  securitized  mortgages)  increased
   from $1.6  billion  at March of 2002 to $7.7  billion  at the end of this
   quarter.  Gains on the sale of nonconforming  residential loans increased
   from $1.5  million in the first  quarter  of 2002 to $2.9  million in the
   first quarter of 2003.

   Mortgage  Banking,  consistent with the overall company  strategy of risk
   reduction,  continues to implement  strategic  initiatives  to reduce the
   business' risk profile. Nonconforming loan originations have been sold to
   investors on a whole-loan basis.  Mortgage Banking has also developed new
   businesses to create a diverse array of product offerings in the mortgage
   market.  Mortgage  Banking is  continuing  with its  strategy of building
   national mortgage alliances in order to generate qualified leads for home
   mortgage loans on a nationwide basis and sell them to investors.

Net Interest Income
-------------------

Net interest  income for the three  months  ended March 31, 2003,  increased
$4.7  million,  or 6%,  compared  to the first  three  months  of 2002.  The
increase in interest income was due to an increase in average earning assets
of $1.3 billion,  or 10%. The increase in average  earning  assets  resulted
primarily  from the growth of home equity loans and  investment  securities.
The growth in earning assets was primarily funded by a corresponding  growth
in interest bearing  liabilities.  The largest increases in interest bearing
liabilities were demand and time deposits.

                                    -20-

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

Net interest margin  represents net interest income as a percentage of total
interest  earning  assets.  For the  first  three  months  of 2003,  the net
interest margin, on a tax-equivalent  basis, was 2.37% compared to 2.47% for
the same period in 2002.  This  increase  was driven by changes in rates and
volumes  of  earning  assets  and the  corresponding  funding  sources.  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 period ended March 31, 2003
and 2002.

                                                                     Three Months Ended
                                                       -------------------------------------------
                                                            March 31, 2003      March 31, 2002
                                                       -------------------------------------------
                                                       Average       Average   Average     Average
(Dollars in Millions)                                  Balance          Rate   Balance        Rate
--------------------------------------------------------------------------------------------------
Assets:
 Loans and Leases:
  Corporate Lending:
   Commercial                                          $ 4,446          5.66%  $ 4,386        6.55%
   Mortgage                                                934          5.83       882        6.54
   Construction                                            522          4.19       567        4.82
   Lease Financing                                       1,246          8.85     1,117        9.84
                                                       -------         -----   -------       -----
    Total Corporate Lending                              7,148          6.13     6,952        6.94
  Consumer Lending:
   Installment                                           1,352          5.12       937        6.99
   Residential                                             552         11.68       869        9.30
   Lease Financing                                          33          7.92         -           -
                                                       -------         -----   -------       -----
    Total Consumer Lending                               1,937          7.04     1,806        8.11
                                                       -------         -----   -------       -----
     Total Loans and Leases                              9,085          6.32     8,758        7.18
 Investment Securities                                   4,292          4.90     3,721        5.82
 Federal Funds Sold and Reverse
  Repurchase Agreements                                    313          2.13       109        2.79
 Other Short Term Investments                              504          5.35       285        6.15
                                                       -------         -----   -------       -----
   Total Earning Assets                                 14,194          5.76    12,873        6.72
 Cash and Due From Banks                                   311                     238
 Leased Equipment                                        2,242                   2,606
 Other Assets                                              787                     644
                                                       -------                 -------
  Total Assets                                         $17,534                 $16,361
                                                       =======                 =======
Liabilities and Shareholders' Equity:
 Deposits:
  Demand Deposits                                      $ 1,053          1.43     $ 512        1.01
  Savings Deposits                                       1,419          1.76     1,535        2.05
  Time Deposits                                          6,498          2.94     5,920        4.00
                                                       -------         -----   -------       -----
   Total Deposits                                        8,970          2.57     7,967        3.43
 Short-Term Debt:
  Federal Funds Purchased and
   Repurchase Agreements                                 1,488          2.11     1,481        2.47
  Commercial Paper                                         300          1.47       273        1.92
                                                       -------         -----   -------       -----
   Total Short-Term Debt                                 1,788          2.00     1,754        2.38
 Long-Term Debt                                          3,769          5.20     4,022        5.18
 Junior Subordinated Debentures                            451          4.22       451        5.34
                                                       -------         -----   -------       -----
  Total Interest Bearing Liabilities                    14,978          3.22    14,194        3.86
 Noninterest Bearing Deposits                            1,137                     847
 Minority Interest                                         161                       -
 Other Liabilities                                         380                     493
 Shareholders' Equity                                      878                     827
                                                       -------                 -------
  Total Liabilities and Shareholders' Equity           $17,534                 $16,361
                                                       =======                 =======
Net Interest Spread                                                     2.54%                 2.86%
                                                                       =====                 =====
Net Interest Margin                                                     2.37%                 2.47%
                                                                       =====                 =====

                                    -21-

              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
------------------------------------------------------------------

Over the past year, Provident has significantly enhanced its Credit and Risk
Management function through additional  experienced staff, new processes and
enhanced  information  and  analytics.  This coupled with clear business and
portfolio  strategies allow for focused business  development and aggressive
management of both non-strategic portfolios and problem loans.

Provident has expanded and improved its analytical  and reporting  capacity,
which  in  turn  has  improved  the   timeliness   and  value  of  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. These risk ratings
are assigned based upon  individual  credit  analysis and are aggregated for
reporting to senior  management  on a regular  basis.  These same  analytics
serve  as the  basis  for  refining  the  rating  system,  and  establishing
portfolio  wide  targets and caution  levels.  Early  trends and  thresholds
trigger  changes in strategy  and  tactics  including  the use of  secondary
market   alternatives  to  liquidate  and  mitigate  problem  exposures  and
portfolio segments.

Provident  maintains  a reserve for loan and lease  losses to absorb  losses
from  current  outstandings  and  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.

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.  Provident  lowered its
loan loss reserve to total loans by 61 basis points to 2.20% during the past
twelve months.

The  provision for loan and lease losses was $16.5 million and $24.2 million
for the first three months of 2003 and 2002, respectively. As credit-related
volatility  declined during 2002 and 2003, the provision has decreased.  The

                                    -22-

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

ratio of  reserve  for loan and lease  losses to total  loans and leases was
2.20% and 2.81% at March 31, 2003 and 2002, respectively.

The reserve methodology considers potential losses in the commercial airline
portfolio as well as all other loan and lease types. Risks in the commercial
airline  portfolio arise from principal  reliance on borrower credit quality
and secondarily on equipment value.  Based upon previous peak  outstandings,
the  majority  of  commercial  airline  loans and  leases  are to  borrowers
considered to have better credit quality. Even within this segment,  shorter
maturities have left Provident exposed to residual equipment values. Most of
the  charge-offs  and  valuation  adjustments  have dealt with  transactions
related to borrowers with weaker credit quality,  which exposed Provident to
depressed  equipment  values.  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,
                                                     -----------------------
(Dollars in Thousands)                                    2003          2002
----------------------------------------------------------------------------
Balance at Beginning of Period                       $ 201,051     $ 241,143
Provision for Loan and Lease Losses                     16,521        24,205
Loans and Leases Charged Off                           (22,429)      (28,241)
Recoveries                                               5,877         5,912
                                                     ---------     ---------
  Balance at End of Period                           $ 201,020     $ 243,019
                                                     =========     =========
Reserve for Loan and Lease Losses as a Percent of:
  Nonaccrual Loans                                      110.91%       132.51%
  Nonperforming Assets                                   98.82%       114.90%
  Total Loans and Leases                                  2.20%         2.81%

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. As
a result of the lower  reserve  balance,  the reserve to  nonaccrual  loans,
nonperforming assets and total loans and leases ratios have also declined.

                                    -23-

              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 period ended March 31, 2003 and 2002:

                                    Three Months Ended                     Three Months Ended
                                      March 31, 2003                         March 31, 2002
                            ---------------------------------    ----------------------------------
                                           Pctg of    Pctg of                    Pctg of    Pctg of
                                           Average      Total                    Average      Total
                                Net          Total        Net         Net          Total        Net
                             Charge-         Loans     Charge-     Charge-         Loans     Charge-
(Dollars in Thousands)         Offs    (annualized)      Offs        Offs    (annualized)      Offs
---------------------------------------------------------------------------------------------------
Corporate Lending:
 Commercial                 $ 8,093          0.73%       48.9%   $ 13,937           1.27%      62.4%
 Mortgage                        46           0.02         0.3         24            0.01        0.1
 Construction                    65           0.05         0.4        300            0.21        1.3
 Lease Financing              3,294           1.06        19.9      4,324            1.55       19.4
                           --------                      -----   --------                      -----
  Net Corporate Lending      11,498           0.64        69.5     18,585            1.07       83.2
Consumer Lending:
 Installment                    576           0.17         3.5        727            0.31        3.3
 Residential                  4,478           3.25        27.0      3,017            1.39       13.5
 Lease Financing                  -              -           -          -               -          -
                           --------                      -----   --------                      -----
  Net Consumer Lending        5,054           1.04        30.5      3,744            0.83       16.8
                           --------                      -----   --------                      -----
   Net Charge-Offs         $ 16,552           0.73       100.0   $ 22,329            1.02      100.0
                           ========                      =====   ========                      =====

The decrease in net charge-offs for commercial  loans was due primarily to a
decrease in charge-offs in the regional  commercial banking area. A decrease
in charge-offs in the  middle-market  equipment leasing area was the primary
reason for the decrease in charge-offs in commercial  lease  financing.  The
weak  economic  environment  was the  primary  reason  for the  increase  in
residential mortgage net charge-offs.

                                    -24-

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

Nonperforming  assets at March 31,  2003 were  $203.4  million  compared  to
$182.2  million  and $211.5  million as of  December  31, 2002 and March 31,
2002, respectively. While there is typical flow of charge-offs, collections,
and new non-accruals during a quarter, the increase in commercial nonaccrual
loans in the  first  quarter  of 2003 was  principally  driven  by one large
addition late in the period. The decrease in nonaccrual  commercial mortgage
loans during the first  quarter of 2003 was due primarily to one loan coming
off nonaccrual status. The increase in other nonperforming assets during the
first  quarter  of  2003  is  primarily  due to an  increase  in  foreclosed
residential  properties.  The composition of  nonperforming  assets over the
past five quarters is provided in the following table.

                                 2003                         2002
                               --------    --------------------------------------------
                                  First      Fourth       Third      Second       First
(Dollars in Thousands)          Quarter     Quarter     Quarter     Quarter     Quarter
---------------------------------------------------------------------------------------
Nonaccrual Loans:
 Corporate Lending:
  Commercial                   $123,912    $ 99,805    $117,571    $108,330    $111,727
  Mortgage                        7,298      11,783      10,619       5,546       1,938
  Construction                    1,321       1,746       2,243       7,268       1,984
  Lease Financing                 2,792       4,008       3,952       3,497       5,223
                               --------    --------    --------    --------    --------
   Total Corporate Lending      135,323     117,342     134,385     124,641     120,872
 Consumer Lending:
  Installment                         -           -           -           -           -
  Residential                    45,927      49,091      44,548      35,920      62,530
  Lease Financing                     -           -           -           -           -
                               --------    --------    --------    --------    --------
   Total Consumer Lending        45,927      49,091      44,548      35,920      62,530
                               --------    --------    --------    --------    --------
    Total Nonaccrual Loans      181,250     166,433     178,933     160,561     183,402
Other Nonperforming Assets       22,172      15,780      14,579      25,471      28,098
                               --------    --------    --------    --------    --------
 Total Nonperforming Assets    $203,422    $182,213    $193,512    $186,032    $211,500
                               ========    ========    ========    ========    ========
Loans 90 Days Past Due
 Still Accruing                $ 36,038    $ 29,918    $ 30,482    $ 29,186    $ 29,390

Nonaccrual Loans to
 Total Loans and Leases            1.98%       1.82%       1.99%       1.84%       2.12%
Nonperforming Assets to:
 Total Loans, Leases and
  Other Nonperforming Assets       2.22%       1.99%       2.15%       2.12%       2.44%
 Total Assets                      1.15%       1.04%       1.13%       1.12%       1.30%

Nonaccrual  loans have  increased  $14.8 million  while other  nonperforming
assets have  increased  $6.4 million  during the first quarter of 2003.  The
following  table  shows  the  progression  of  nonaccrual  loans  and  other
nonperforming assets during this time period:

                                 Corporate Lending
                       ------------------------------------     Consumer        Total          Other          Total
                                          Real        Lease  Residential   Nonaccrual  Nonperforming  Nonperforming
(In Thousands)         Commercial       Estate    Financing    Mortgages        Loans         Assets         Assets
-------------------------------------------------------------------------------------------------------------------
Balance at
 Beginning of Year      $  99,805    $  13,529    $   4,008    $  49,091    $ 166,433      $  15,780      $ 182,213
Additions                  44,317          309        2,436       17,022       64,084          2,669         66,753
Payments / Sales           (9,707)      (4,880)      (1,297)      (8,950)     (24,834)        (4,131)       (28,965)
Charge-Offs               (10,503)        (111)        (955)      (3,701)     (15,270)        (1,309)       (16,579)
Transfers to Other
 Nonperforming Assets           -         (228)      (1,400)      (7,535)      (9,163)         9,163              -
                        ---------    ---------    ---------    ---------    ---------      ---------      ---------
Balance at
 March 31, 2003         $ 123,912    $   8,619    $   2,792    $  45,927    $ 181,250      $  22,172      $ 203,422
                        =========    =========    =========    =========    =========      =========      =========

                                    -25-

              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 period ended March 31, 2003 and 2002:

                                               Three Months Ended
                                                    March 31,
                                              -------------------       Pctg
(Dollars in Thousands)                            2003       2002     Change
----------------------------------------------------------------------------
Service Charges on Deposit Accounts           $ 12,332   $ 10,449         18%
Loan Servicing Fees                             10,660      7,998         33
Commercial Mortgage Banking Revenue             10,297      5,746         79
Other Service Charges and Fees                  11,736      9,899         19
Leasing Income                                 138,861    154,981        (10)
Cash Gains on Sale of Loans                      4,942      2,640         87
Warrant Gains                                      328          -          -
Security Gains                                   1,500          -          -
Other                                            3,518      4,517        (22)
                                              --------   --------
    Total Noninterest Income                  $194,174   $196,230         (1)
                                              ========   ========

Explanations  for  significant  changes in  noninterest  income by  category
follow:

o  Service charges on deposit accounts increased $1.9 million primarily as a
   result  of  growth in  deposit  transaction  accounts  and  increases  in
   overdraft fees.

o  Loan  servicing  fees  increased $2.7 million as an increase in fees from
   servicing  residential  mortgage portfolios more than offset the decrease
   from servicing equipment leasing portfolios.

o  An increase in  commercial  mortgage  banking fees from Red Capital Group
   was the primary  reason for the increase in commercial  mortgage  banking
   revenue.

o  Other service  charges and fees  increased  $1.8 million due primarily to
   increases  in other fee income  generated  by  Mortgage  Banking  and Red
   Capital Group.

o  Leasing  income  decreased  $16.1  million  primarily  as a result of the
   decrease in size of the lease  portfolio.  The decrease in the auto lease
   portfolio is reflective of management's decision to de-emphasize the auto
   lease business and because auto leases  originated  since February,  2003
   have been classified as finance leases rather than operating leases.

o  The increase of $2.3 million in gain on sale of loans is due primarily to
   gains  recognized  from the sale of  nonconforming  residential  mortgage
   loans on a whole-loan basis, a strategy that Provident implemented during
   the third quarter of 2001.

o  A decrease in income from equity  investments  was the primary reason for
   the $1.0 million decrease in other income.

                                    -26-

              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 period ended March 31, 2003 and 2002:

                                               Three Months Ended
                                                    March 31,
                                              -------------------       Pctg
(Dollars in Thousands)                            2003       2002     Change
----------------------------------------------------------------------------
Salaries, Wages and Benefits                  $ 61,984   $ 56,389         10%
Charges and Fees                                 7,822      7,651          2
Occupancy                                        6,228      6,018          3
Leasing Expense                                 95,760    106,865        (10)
Equipment Expense                                6,949      6,207         12
Professional Services                            8,398      6,085         38
Minority Interest Expense                        3,197          -          -
Other                                           31,745     27,397         16
                                              --------   --------
   Total Noninterest Expense                  $222,083   $216,612          3
                                              ========   ========

Explanations  for  significant  changes in  noninterest  expense by category
follow:

o  Salaries,  wages and benefits increased $5.6 million in the first quarter
   of 2003 due  primarily to  increased  commissions  and staffing  expenses
   associated with the Commercial Banking business line.

o  The  decrease in leasing  expense is a result of the  decrease in size of
   the auto lease portfolio.

o  Equipment  expense  increased due primarily to increases in  depreciation
   and equipment rental expense.

o  Professional  services  increased  $2.3 million  primarily as a result of
   increases in legal fees for loan  collection  activity  and  professional
   fees associated with the restatements of operating results.

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  The  three  largest  expenses  within  other  noninterest   expense  were
   marketing expense ($2.9 million in 2003 and $2.7 million in 2002), travel
   ($2.5  million  in 2003 and $1.9  million  in 2002)  and data  processing
   expense ($2.3 million in 2003 and $1.7 million in 2002).

                                    -27-

              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 increased $373 million
since  December 31, 2002. Due to the  restatement  of earnings  announced on
March 5, 2003 and the  potential  impact this could have had on its funding,
management  decided to enhance its balance sheet  liquidity  position.  This
excess liquidity was placed in overnight federal funds.

Trading  account  securities  were $112 million and $128 million as of March
31, 2003 and December 31, 2002,  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 noninterest income.

Provident had $256 million of loans classified as held for sale at March 31,
2003.  This is a  decrease  of $181  million  from the  amount  reported  at
December 31, 2002. These loans consist of $142 million of multifamily loans,
$104 million of nonconforming  residential mortgage loans and $10 million of
conforming  residential  loans. The multifamily  loans are either insured by
the Federal Housing Association or subject to purchase contracts from Fannie
Mae or Freddie Mac.  These loans are usually  outstanding  for sixty days or
less.  Activities related to the multifamily loans held for sale are part of
the  operations of Red Capital  Group.  Nonconforming  residential  mortgage
loans are being sold on a whole-loan  basis.  This is part of the initiative
started  during  2001 to reduce  the risk  profile of the  Mortgage  Banking
business line.

Securities purchased with the intention of being held for indefinite periods
of time are classified as investment  securities  available for sale.  These
securities  increased  $105  million  during the first three months of 2003.
U.S. government agency mortgage-backed securities accounted for the majority
of the increase,  as funds obtained from loan payments and the sale of other
debt securities were deployed into investment  securities with higher credit
quality, increased liquidity and an improved interest rate risk profile.

Loans and Leases
----------------

As of March 31, 2003 total loans and leases  were $9.2  billion  compared to
$9.1 billion at December 31, 2002.  Provident had an additional $1.9 billion
and $2.1 billion of  off-balance  sheet  securitized  loans and leases as of
March 31, 2003 and December 31,  2002,  respectively.  As a result of recent
earnings   volatility,   management   has   re-evaluated   the   risk/reward
relationships  of its  lending  portfolio.  During the second  half of 2001,
Provident  implemented  a whole-loan  sale  strategy  for its  nonconforming
residential  loans.  Also,   management  has  decided  to  de-emphasize  its
structured  finance  lending and large  equipment  leasing  while  placing a
greater  focus  on  its  regional   middle-market   commercial  lending  and
middle-market  equipment leasing. As a result of these actions,  Provident's
lending  portfolio has a lower  concentration of residential  loans,  higher
concentrations  of middle-market corporate leases,  and a lower risk profile

                                    -28-

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

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, 2003:

                                                                            Amount on
(Dollars in Millions)                                      Amount      %   Nonaccrual
-------------------------------------------------------------------------------------
Mortgage Warehousing Lines                             $    597.0     13     $    4.5
Real Estate Operators/Developers/General Contractors        585.6     13          0.7
Banking and Finance                                         225.0      5         12.6
Healthcare                                                  196.8      4          0.6
Transportation                                              191.3      4          7.5
Retailing                                                   190.4      4          6.1
Tourism and Entertainment                                   161.5      4          0.3
Machinery and Equipment                                     153.0      3         10.6
Business Services                                           150.2      3         13.0
Metals                                                      147.5      3         11.8
Automobile Dealers                                          135.9      3            -
Construction                                                129.6      3          3.0
Commercial Aviation Related (1)                             121.2      3         23.8
Eating and Drinking Establishments                          110.6      3          1.4
Financial Services                                          102.9      2          2.0
Automotive Services/Parts                                    86.2      2          0.1
Technology                                                   83.5      2         17.1
Energy Production and Distribution                           72.0      2            -
Other (includes 20 industry types)                        1,075.7     24          8.8
                                                       ----------    ---     --------
   Total                                               $  4,515.9    100     $  123.9
                                                       ==========    ===     ========
(1) Includes  $25  million  of  loans  related  to  the  commercial  airline
    industry, and aircraft used in private, charter and corporate markets.

Mortgage warehousing lines decreased $43 million during the first quarter to
$597 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,  2003,  Provident  had loans and  leases  of $176  million  to
commercial  airline carriers,  including $25 million of commercial loans and
$151 million of finance and operating leases. 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  $34  million  during  2002,  which  were  related  to  secured
commercial  airline  loans and leases.  No  additional  credit  charges were
incurred during the first quarter of 2003.

At March 31, 2003,  Provident had  approximately  $826 million of commercial
loans  that  are  to  borrowers  who  have  shared  national  credit  loans.
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 15% 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

                                    -29-

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

and property managers.  The average outstanding balance of a shared national
credit loan was $3.9 million.

The composition of the mortgage and construction loan categories by property
type at March 31, 2003 follows:

                                                                   Amount on
(Dollars in Millions)                     Amount         %        Nonaccrual
----------------------------------------------------------------------------
Office/Warehouse                        $  247.8        17             $ 2.7
Residential Development                    238.6        16               1.9
Shopping/Retail                            237.5        16                 -
Apartments                                 230.1        16               2.3
Hotels/Motels                              106.1         7               0.1
Health Facilities                           93.9         6                 -
Land                                        90.1         6               0.4
Industrial Plants                           29.5         2                 -
Other Commercial Properties                202.4        14               1.2
                                        --------       ---             -----
   Total                                $1,476.0       100             $ 8.6
                                        ========       ===             =====

As of March  31,  2003,  Provident  had $1.2  billion  in  commercial  lease
financing.  These leases were comprised of $1.0 billion of small to mid-size
equipment leases and $.2 billion of large equipment leases.

The following table shows the  composition of the installment  loan category
by loan type at March 31, 2003:

(Dollars in Millions)                                      Amount         %
---------------------------------------------------------------------------
Home Equity                                              $1,174.1        86
Indirect Installment                                        116.8         9
Direct Installment                                           56.2         4
Other Consumer Loans                                         15.8         1
                                                         --------       ---
   Total                                                 $1,362.9       100
                                                         ========       ===

Noninterest Earning Assets
--------------------------

Leased  equipment  consisted of $1.9 billion of auto leases and $0.3 billion
of equipment leases.  Total leased equipment  decreased $169 million, or 7%,
during the first three  months of 2003 due  primarily  to a reduction in the
size of the  automobile  leasing  portfolio.  The decrease in auto leases is
reflective of management's  decision to de-emphasize the auto lease business
due to its overall complexity and thin margin.  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 $71 million,  or 9%, during the first three months of
2003.  The increase  was  primarily  due to increases in mortgage  servicing
rights and unsettled security trades.

                                    -30-

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

Deposits
--------

Total deposits increased $816 million during the first three months of 2003.
Since March 31, 2002,  average core deposits have grown 8% with  significant
contribution coming from commercial deposits. The following table presents a
summary of deposit types:

                                                          March 31,
                                                ----------------------------
(In Millions)                                        2003               2002
----------------------------------------------------------------------------
Noninterest Bearing Deposits                    $ 1,163.2          $   849.7
Interest Bearing Demand Deposits                  1,141.9              509.7
Savings Deposits                                  1,395.8            1,517.2
Certificates of Deposit                           6,964.4            6,029.8
                                                ---------          ---------
  Total Deposits                                $10,665.3          $ 8,906.4
                                                =========          =========

Borrowed Funds
--------------

Short-term  debt  decreased  $418  million  during the first three months of
2003.  Decreases in federal funds  purchased and repurchase  agreements were
the primary reason for the decrease in short-term debt.

Long-term debt decreased $181 million,  or 5%, during the first three months
of 2003  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 of equity units (PRIDES) to
outside  investors  for  $165  million.   The  Provident  Bank  (the  Bank),
Provident's most significant  subsidiary,  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 the 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  commitment  (Purchase  Contract) and
PFGI Capital Preferred Stock.

Each 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.

                                    -31-

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

Under the 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%.

Other Noninterest Earning Liabilities
-------------------------------------

Other  liabilities  decreased  $29  million,  or 7%,  during the first three
months of 2003 due  primarily  to a reduction  in the amount of market value
adjustments recorded in relation to derivative transactions accounted for in
accordance  with  Statement  of  Financial   Accounting  Standards  No.  133
"Accounting for Derivative Instruments and Hedging Activities."

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 can be found in Note 24 to  Provident's  2002 Annual Report as filed
on Form 10-K.

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.  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.

The securitization and sale of loans and leases, during the period from 1996
through the first half of 2000, continues to impact the current presentation
of Provident's  financial  condition,  results of operations and off-balance
sheet  market  risks.  The areas most  significantly  affected are loans and
leases,  retained interest in securitized  assets,  credit  enhancements and
credit risk.

                                    -32-

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

Securitized Loans and Leases
----------------------------

Securitized  loans and  leases  that have been  treated  as sales  have been
removed from the balance  sheet.  The following  table provides a summary of
the outstanding balances of these off-balance sheet managed assets:

                                                         March 31,
                                             -------------------------------
(In Thousands)                                     2003                 2002
----------------------------------------------------------------------------
Nonconforming Residential                    $1,618,742           $2,412,274
Prime Home Equity                               178,035              269,260
Equipment Leases                                 79,798              179,239
                                             ----------           ----------
                                             $1,876,575           $2,860,773
                                             ==========           ==========

Retained Interest in Securitized Assets
---------------------------------------

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),  were recorded as assets
within  the  investment  securities  line item of the  consolidated  balance
sheets.  Components of the RISAs,  based on current models,  as of March 31,
2003 follow:

                                             Nonconforming             Prime
(In Thousands)                                 Residential       Home Equity
----------------------------------------------------------------------------
Estimated Cash Flows of Underlying Loans,
 Net of Payments to Certificate Holders          $ 161,068          $ 12,087
Less:
  Estimated Credit Loss                             (7,871)                -
  Servicing and Insurance Expense                  (24,565)           (2,166)
  Discount to Present Value                        (31,330)             (979)
                                                 ---------          --------
Carrying Value of Retained Interest in
  Securitized Assets                             $  97,302 (1)      $  8,942
                                                 =========          ========

(1) The carrying  value for nonconforming  retained  interest in securitized
    assets, net of all loss reserves, was $85.9 million.

                                    -33-

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

Securitization Credit Enhancements
----------------------------------

Provident  has  provided  for  credit  enhancements  to its  securitizations
structured  as  sales in the form of cash,  loans  and an  unfunded  secured
demand note.  The credit  enhancements  are  maintained  at a  significantly
higher  balance  than the level of  estimated  credit  losses to improve the
credit  grade of the  securitization  and  thereby  reduce  the rate paid to
investors  of the  securitization  trust.  Provident  had  reserves of $13.8
million  as of March 31,  2003 to offset  future  losses.  Estimated  credit
losses are based upon loan credit grades, collateral,  market conditions and
other pertinent factors.  Detail of the credit enhancements along with their
loss reserves are provided below as of March 31, 2003:

                                    Type of Credit             Value of Credit         Loss
(In Thousands)                       Enhancements                 Enhancements     Reserves
-------------------------------------------------------------------------------------------
Nonconforming Residential    Unfunded Demand Note(1)/Loans           $ 250,786      $11,354
Prime Home Equity                        Cash                           26,600          842
Equipment Leases                         Cash                           28,727        1,620
                                                                     ---------      -------
                                                                     $ 306,113      $13,816
                                                                     =========      =======
(1) During the fourth quarter of 2001,  Provident  reached an agreement with
    the  securitization  insurer to release the cash credit  enhancement for
    the  nonconforming  residential loan  securitizations  and substitute an
    unfunded  demand  note backed by a AAA rated  standby  letter of credit.
    Actual  losses are  submitted  on a monthly  basis to  Provident  by the
    trustee.  Should  Provident  fail to  reimburse  the  trustee  for these
    monthly losses, the letter of credit can only be drawn upon monthly.

As discussed in Management's  Discussion and Analysis of Financial Condition
and Results of  Operations - Critical  Accounting  Policies,"  future period
cash flow  realizations  may differ from current  projections as a result of
timing  differences  in credit  related  charge-offs  in any  given  period.
Although these variances may not change the life-time loss assumptions, they
may result in temporary  negative cash flows and the possibility of a charge
to earnings.  To minimize the  potential  impact of this timing  difference,
Provident increased its reserves for RISAs by $14.5 million during the first
quarter of 2003 which was offset  against  other  realized  security  gains.
Management's  estimate of the present  value of expected  future excess cash
flows above projected losses is $40 million.  At March 31, 2003,  management
believes the current carrying value of the RISA asset is properly stated.

                                    -34-

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

Securitization Credit Risk
--------------------------

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, 2003:

                                           Nonconforming   Prime Home     Equipment
(Dollars in Thousands)                       Residential       Equity        Leases
-----------------------------------------------------------------------------------
For the Three Months Ended March 31, 2003:
 Average Securitized Assets                  $1,699,407    $  186,361    $   87,380
 Net Charge-Offs                                 26,711           422         1,528
 Net Charge-Offs to Average
  Securitized Assets (Annualized)                  6.29%         0.91%         6.99%
As of March 31, 2003:
 Securitized Assets                          $1,618,742    $  178,035    $   79,798
 Established Contingent Loss Liability           19,225           842         1,620
 Delinquency Rates:
  30 to 89 Days                                   10.27%         0.16%         2.15%
  90 or More                                      22.00%         0.93%         1.93%

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 $3.3 billion at March 31, 2003.
At March 31, 2003, no DUS loans in Red Mortgage's  loan servicing  portfolio
were in default.  Red Mortgage has established  reserves of $9.5 million for
possible losses under this program.  The reserve is determined by evaluating
pools of homogenous loans and includes  information  based upon industry and
historical  loss  experience,  as well as each  project's  recent  operating
performance.  Management  believes the reserve is maintained at a level that
adequately provides for the inherent losses within Red Mortgage's  portfolio
of DUS  loans.  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.

                                    -35-

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

DERIVATIVE AND OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
------------------------------------------------------

In the normal course of business,  Provident uses derivative and off-balance
sheet financial instruments to manage its interest rate risk and to meet the
financing  needs  of its  customers.  At March  31,  2003,  these  financial
instruments  consisted  of  standby  letters  of  credit  of  $268  million,
commitments  to extend credit of $3.8  billion,  and interest rate swaps and
caps with a notional amount of $6.8 billion and $5.4 billion, respectively.

In order to mitigate credit risk within the auto lease portfolio,  Provident
entered into credit risk transfer  arrangements  during 2001 and 2000. Under
the 2001 transaction, Provident transferred 97 1/2% of the credit risk on an
auto lease portfolio,  while retaining a 2 1/2% first-loss  position.  Under
the 2000  transaction,  Provident  transferred  98% of the credit risk on an
auto lease portfolio,  while retaining a 2% first-loss position. 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, 2003,  the  remaining  unpaid auto lease  balances on the 2001 and
2000 transactions were $0.5 billion and $0.9 billion, respectively.

Capital Resources and Adequacy
------------------------------

Total  shareholders'  equity at March 31, 2003 was $879 million  compared to
$880 million at December 31, 2002. The change in the equity balance  relates
primarily to net income exceeding dividends by $13.7 million, an increase in
the market  value of cash flow hedging  instruments  of $8.6 million (net of
deferred taxes) and a decrease in the market value of investment  securities
of $25.9 million (net of deferred taxes).

Capital expenditures planned by Provident in 2003 for premises and equipment
are currently  estimated to be approximately  $30 million.  Included in this
amount  are  projected  capital   expenditures  for  the  purchase  of  data
processing  hardware  and  software,   branch  additions,   renovations  and
enhancements,  facility  renovations  and  ATMs.  Through  March  31,  2003,
approximately $6 million of these expenditures had been made.

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

                                                Three Months Ended           Year Ended
                                                    March 31, 2003    December 31, 2002
---------------------------------------------------------------------------------------
Average Shareholders' Equity to Average Assets                5.01%                5.12%
Average Tangible Shareholders' Equity to
  Average Tangible Assets                                     4.48                 4.55
Period End Shareholders' Equity to
  Period End Assets                                           4.96                 5.02
Period End Tangible Shareholders' Equity to
  Period End Tangible Assets                                  4.45                 4.49
Dividend Payout to Net Earnings                              47.00                50.64
Tier 1 Capital to Risk-Weighted Assets                        9.78                 9.40
Total Risk-Based Capital To Risk-Weighted Assets             11.65                11.42
Tier 1 Leverage Ratio                                         7.76                 7.81

                                    -36-

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

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, 2003, both Provident and the Bank
were categorized as well-capitalized for regulatory purposes.

LIQUIDITY
---------

Adequate  liquidity  is necessary  to meet the  borrowing  needs and deposit
withdrawal requirements of customers as well as to satisfy liabilities, fund
operations and support asset growth.  Management  forecasts that the largest
liquidity  needs for the next  twelve  months  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
transactional   deposits.   Additional  sources  of  liquidity  include  the
availability to borrow both short-term and long-term funds.

Consistent with Provident's contingent funding plan, management monitors the
potential  impact of changes in its  corporate  ratings on existing  and new
business transactions.  Ratings related liquidity events may include reduced
availability of short-term federal funds, reduced availability to the surety
bond  market  that  supports  the  bank's  Public  Funds  program  and other
commitments provided to third parties in related business  transactions.  If
such ratings events are anticipated, management will take actions to enhance
balance sheet liquidity  positions to meet liquidity needs.  Such actions to
enhance liquidity  positions were taken in connection with Provident's March
5,  2003  announcement  related  to  the  restatement  of its  earnings.  In
anticipation  of potential  ratings  downgrades,  management took actions to
enhance  liquidity  positions,  including  issuance of  additional  brokered
certificates  of deposits.  Additional  term liquidity  reduces  reliance on
short-term  funding and  increases  the  availability  of  collateral in the
investment portfolio. Management will continue to monitor events as the need
may arise for further liquidity enhancements in the future.

The major  source of  liquidity  for  Provident  on a  parent-only  basis is
dividends paid to it by its  subsidiaries.  Pursuant to Federal  Reserve and
state  banking  regulations,  the  maximum  amount  available  for  dividend
distribution  to the Parent at March 31, 2003 by its banking  subsidiary was
approximately  $46.4  million.  The  Parent  has  received  $15  million  in
dividends from its banking  subsidiary during the current year. During 2001,
higher credit costs had an  unfavorable  impact on net income.  While credit
costs have declined  substantially  in 2002 and 2003, if these costs were to
rise again, this could impact Provident's ability to maintain the payment of
its quarterly dividend at current rates.

                                    -37-

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

CRITICAL ACCOUNTING POLICIES
----------------------------

Note 1 to  Provident's  2002  annual  report on Form 10-K lists  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 adequacy of the reserve for loan and lease losses; the valuation
of retained  interest in securitized  assets (RISAs) and securitized  credit
enhancements;  the valuation of mortgage servicing assets; and the valuation
of derivatives.

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  - Asset  Securitization
Activity" and "Fannie Mae DUS Program."

RISAs and Securitized  Credit  Enhancements:  Prior to July 2000,  Provident
structured its  securitization  transactions  as sales.  As such,  Provident
retained (a) future cash flows of the underlying  loans, net of payments due
to  investors of the  securitization  trust,  servicing  fees and other fees
(RISAs),  (b)  servicing  rights  on the loans and  leases,  and (c)  credit
enhancement  accounts used to absorb credit losses on the loans securitized.
Gain or  loss on the  sale of the  loans  depended  in part on the  previous
carrying amount of the financial assets involved in the transfer,  allocated
between the assets sold and the assets retained based on their relative fair
value at the date of transfer.  However, quotes are generally  not available

                                    -38-

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

for assets  retained,  so  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.

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).  During 2002, both of these
factors trended upward which had an unfavorable  impact on the nonconforming
residential   RISA  valuation.   Additionally,   the  CPR  was  impacted  by
management's  decision to accelerate  the  liquidation  of other real estate
associated  with  the  securitized   nonconforming   residential  portfolio.
Provident  models a CPR range from 26% to 35% with the actual CPR  currently
running at 30%. If the CPR stays at its current level,  management estimates
that there would be sufficient  cash flows to absorb  lifetime  losses up to
6.3%.  If the CPR rises to 35%,  there  would be  sufficient  cash  flows to
absorb lifetime losses up to 5.9%.  Cumulative incurred losses through March
31, 2003 are 4.2%, with estimated total lifetime losses expected to be 5.6%.
On a worst case basis,  management  currently estimates that lifetime losses
should not exceed 6.1% assuming real estate values remain relatively stable.
From an earnings sensitivity  standpoint,  above certain loss thresholds,  5
basis  points in  losses  represent  a $1.8  million  unfavorable  after-tax
impact.  Should both the estimated  life-time credit losses and CPR continue
to rise,  impairment of the RISA value could occur.  Future period cash flow
realizations  may  differ  from  current  projections  as a result of timing
differences  in credit  related  charge-offs  in any given period.  Although
these  variances may not change the  life-time  loss  assumptions,  they may
result in temporary  negative cash flows and the  possibility of a charge to
earnings.  At March 31, 2003, management believes the current carrying value
of the RISA asset is 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 sheets.  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 takes into consideration  estimated servicing fees, prepayment speeds,
discount rates,  earnings on deposit of escrow funds and other  assumptions.
These  estimates have a significant  impact on the valuation of the mortgage
servicing assets.  Mortgage  servicing rights are tested quarterly to verify
the market value equals or exceeds its carrying value.

Valuation  of  Derivatives:   In  accordance  with  Statement  of  Financial
Accounting  Standards No. 133,  "Accounting  for Derivative  Instruments and
Hedging  Activities,"   Provident  carries  the  fair  value  of  derivative
instruments  on its  consolidated  balance  sheets  with  changes  in  value
recorded in the income statement or as other comprehensive income.  Although
the value of the derivatives are determined  using  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.

                                    -39-

              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  regularly
analyzes the impact of four to six 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  0.90% for a 100 basis point  decrease;
decrease 0.07% for a 100 basis point increase;  and decrease 1.24% 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.

                                    -40-

              PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

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.  Provident offers a diverse set of
managed  transaction  accounts  including  some that reprice  according to a
third party index and some with managed  rates.  ALCO actively  monitors the
behavioral characteristics of these products. Although indexed account rates
move parallel to movements in short term rates, managed account rates adjust
slower and at smaller increments 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.

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  within 90 days  prior to the  filing of this Form
10-Q.  Based  on  that  evaluation,   management,  including  the  principal
executive and financial  officers,  concluded  that  Provident's  disclosure
controls and procedures were effective with no significant  weaknesses noted
except that  Provident's  disclosure  controls and procedures did not detect
until  early 2003  certain  unintentional  errors  that had  occurred in the
accounting and classification of auto lease transactions.  This weakness has
been  addressed  and  the  financial   statements   and  related   financial
information  included  in this Form 10-Q  have been  appropriately  revised.
There have been no significant  changes in Provident's  internal controls or
in other factors that could  significantly  affect these  internal  controls
after the date of their  evaluation.  Provident is reviewing its  disclosure
controls and procedures in all areas involving  financial models  previously
established  for lease and other  transactions to improve the ability of its
disclosure  controls and  procedures  to detect such  problems of the nature
discovered  in  early  2003.  Provident's  Audit  Committee,  through  legal
counsel, engaged the accounting firm of PricewaterhouseCoopers LLP, which is
not the auditor of Provident's financial  statements,  to undertake a review
of its  internal  controls  in certain  areas.  The scope of this  review is
currently being determined.

                                    -41-

              PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                         PART II - OTHER INFORMATION
                         ---------------------------

ITEM 1. LEGAL PROCEEDINGS
-------------------------

In  addition to  litigation  filed in the first  quarter of 2003,  which was
reported in the Form 10-K for 2002,  a similar  purported  class  action was
filed April 22, 2003 in the U.S. District Court for the Southern District of
Ohio by shareholder Marzoff, IRA against Provident, its President, Robert L.
Hoverson and its Chief Financial Officer, Christopher J. Carey. Also, on May
3, 2003  shareholder  Silverback  Master Ltd. filed a purported class action
against those same  defendants  plus PFGI Capital  Corporation,  a Provident
subsidiary,  and former  officers,  Allen L. Davis and John R. Farrenkopf 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.  This  action  is based  upon
circumstances  involved in a restatement of earnings  announced by Provident
on March 5, 2003. It 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.  The suit  seeks an
unspecified amount of compensatory damages and/or rescission of purchases of
those  securities.  In addition,  on April 16, 2003 a derivative  action was
filed  by  shareholder  Mays  on  behalf  of  Provident  versus  Provident's
directors, a former director, Philip R. Myers, and Ernst & Young, LLP in the
Court of Common Pleas of Hamilton County,  Ohio. This suit is also concerned
with the restatement of earnings and alleges that the individual  defendants
breached  fiduciary  duties owed to Provident  and are  responsible  for the
conditions that led to the restatement and its consequences. It alleges that
Ernst & Young did not meet its  accounting  obligations  with  regard to its
audit of Provident's financial statements. It seeks an unspecified amount of
damages, and return of all bonuses and options received by Hoverson.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

 (a) Exhibits filed:

     Exhibit 99.1 - Section 906 of the Sarbanes-Oxley Act of 2002,
      Certification of Chief Executive Officer
     Exhibit 99.2 - Section 906 of the Sarbanes-Oxley Act of 2002,
      Certification of Chief Financial Officer

 (b) Reports on Form 8-K:

     Form 8-K (Items 5 and 7) filed on March 5, 2003.
     Form 8-K (Item 9) filed on April 15, 2003.
     Form 8-K (Items 7 and 9) filed on April 18, 2003.
     Form 8-K (Items 7 and 9) filed on April 30, 2003.

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

                                    -42-

              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 15, 2003                              /s/Christopher J. Carey
                                                 -----------------------
                                                   Christopher J. Carey
                                               Executive Vice President and
                                                  Chief Financial Officer

                                    -43-

              PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                Certification of Principal Executive Officer
          Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
           and Securities and Exchange Commission Release 34-46427

I,  Robert  L.  Hoverson,  the  principal  executive  officer  of  Provident
Financial Group, Inc. ("Provident"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of Provident;
2. Based on my knowledge,  this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material  fact  necessary
   to make the statements  made, in light of the  circumstances  under which
   such  statements  were made,  not  misleading  with respect to the period
   covered by this quarterly report;
3. Based on my knowledge,  the  financial  statements,  and other  financial
   information  included in this  quarterly  report,  fairly  present in all
   material respects the financial condition, results of operations and cash
   flows of the  registrant  as of, and for,  the periods  presented in this
   quarterly report;
4. The  registrant's  other  certifying  officer and I are  responsible  for
   establishing  and  maintaining  disclosure  controls and  procedures  (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and
   we have:
   a) Designed  such  disclosure  controls  and  procedures  to ensure  that
      material  information  relating  to  the  registrant,   including  its
      consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during  the  period in which  this  quarterly
      report is being prepared;
   b) Evaluated the  effectiveness of the registrant's  disclosure  controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and
   c) Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the disclosure  controls and procedures based on our
      evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,  based on
   our most recent  evaluation,  to the registrant's  auditors and the audit
   committee of registrant's  board of directors (or persons  performing the
   equivalent functions):
   a) All  significant  deficiencies  in the design or operation of internal
      controls  which could  adversely  affect the  registrant's  ability to
      record,  process,   summarize  and  report  financial  data  and  have
      identified for the  registrant's  auditors any material  weaknesses in
      internal controls; and
   b) Any fraud, whether or not material,  that involves management or other
      employees who have a  significant  role in the  registrant's  internal
      controls; and
6. The registrant's  other  certifying  officer and I have indicated in this
   quarterly  report  whether  or not  there  were  significant  changes  in
   internal  controls or in other  factors that could  significantly  affect
   internal controls  subsequent to the date of our most recent  evaluation,
   including any corrective actions with regard to significant  deficiencies
   and material weaknesses.

Date: May 15, 2003                                /s/Robert L. Hoverson
                                                  ---------------------
                                                    Robert L. Hoverson
                                                  Chief Executive Officer
                                               (Principal Executive Officer)

                                    -44-

              PROVIDENT FINANCIAL GROUP, INC. AND SUBSIDIARIES

                Certification of Principal Financial Officer
          Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
           and Securities and Exchange Commission Release 34-46427

I,  Christopher  J. Carey,  the  principal  financial  officer of  Provident
Financial Group, Inc. ("Provident"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of Provident;
2. Based on my knowledge,  this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material  fact  necessary
   to make the statements  made, in light of the  circumstances  under which
   such  statements  were made,  not  misleading  with respect to the period
   covered by this quarterly report;
3. Based on my knowledge,  the  financial  statements,  and other  financial
   information  included in this  quarterly  report,  fairly  present in all
   material respects the financial condition, results of operations and cash
   flows of the  registrant  as of, and for,  the periods  presented in this
   quarterly report;
4. The  registrant's  other  certifying  officer and I are  responsible  for
   establishing  and  maintaining  disclosure  controls and  procedures  (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and
   we have:
   a) Designed  such  disclosure  controls  and  procedures  to ensure  that
      material  information  relating  to  the  registrant,   including  its
      consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during  the  period in which  this  quarterly
      report is being prepared;
   b) Evaluated the  effectiveness of the registrant's  disclosure  controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and
   c) Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the disclosure  controls and procedures based on our
      evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,  based on
   our most recent  evaluation,  to the registrant's  auditors and the audit
   committee of registrant's  board of directors (or persons  performing the
   equivalent functions):
   a) All  significant  deficiencies  in the design or operation of internal
      controls  which could  adversely  affect the  registrant's  ability to
      record,  process,   summarize  and  report  financial  data  and  have
      identified for the  registrant's  auditors any material  weaknesses in
      internal controls; and
   b) Any fraud, whether or not material,  that involves management or other
      employees who have a  significant  role in the  registrant's  internal
      controls; and
6. The registrant's  other  certifying  officer and I have indicated in this
   quarterly  report  whether  or not  there  were  significant  changes  in
   internal  controls or in other  factors that could  significantly  affect
   internal controls  subsequent to the date of our most recent  evaluation,
   including any corrective actions with regard to significant  deficiencies
   and material weaknesses.

Date: May 15, 2003                               /s/ Christopher J. Carey
                                                 ------------------------
                                                   Christopher J. Carey
                                                  Chief Financial Officer
                                               (Principal Financial Officer)

                                    -45-
```