Separation Agreement with Release of All Claims


   This separation agreement with release of all claims  ("Agreement"),
by and among The Provident Bank ("Bank"),  Provident  Financial  Group,
Inc. ("Provident") and Philip R. Myers ("Employee").  (Provident,  Bank
and their affiliates are referred to herein as the ("Employer")).


   NOW, THEREFORE, in consideration of this Agreement and of the mutual
promises and covenants  hereinafter set forth, the parties hereto agree
as follows:

   1)  Retirement.  Employee  irrevocably  agrees to  retire  effective
February 5, 2005. Until that time,  Employee shall retain his status as
a full-time active employee of Bank.  Employee hereby resigns effective
February  5, 2002 as an officer  of  Employer.  During the period  from
February  6, 2002 until  February 5, 2005,  Employee  agrees to provide
such  services  as  Employee  and  Employer  shall,  from time to time,
mutually  agree to. The refusal by Employee to accept any assignment or
project shall not be construed as a breach of this Agreement.

   2) Compensation to Employee.  Employee shall receive compensation at
his  current  level  until  February  5, 2002 and shall be  eligible to
receive  his full  bonus  for 2001 in  accordance  with the  Employer's
regular   compensation   practices.   Employer   agrees   to   continue
compensating  Employee for the period from February 6, 2002 to February
5,  2005 at a total  annual  compensation  rate  of  $350,000,  payable
bi-weekly,   less  the  reimbursement  for  any  benefits  pursuant  to
Paragraph 3 below, all subject to normal  withholding  taxes.  Employee
shall not be  eligible  to  receive  bonus or other  compensation  with
respect to the period after February 5, 2002. Should Employee die prior
to  February  5, 2005,  his  widow,  or his  estate,  should his spouse
pre-decease Employee, or his widow's estate if she dies after Employee,
shall receive any remaining  compensation outlined in this Paragraph 2.
Except as set forth  herein,  Employee  shall  not be  entitled  to any
additional compensation from Employer.

   3)  Benefits.  Employee  shall  continue to receive  those  standard
benefits  provided to full time active  employees of Employer until the
retirement  of Employee on February 5, 2005,  as such  benefits  may be
amended  or  changed  from  time  to  time in the  sole  discretion  of
Employer,  with  the  exception  of the  benefits  listed  below.  This
Agreement shall not be construed to limit in any respect the Employer's
right to establish,  amend,  modify or terminate  any benefit,  plan or
policy.  For the period after February 5, 2002,  Employee shall pay the
standard  employee portion of the cost for such benefits and shall also
reimburse  Employer  for the  portion  of the  cost  of  such  benefits
normally  paid by  Employer.  Such  costs  shall be  deducted  from the
compensation  payable to the  Employee  pursuant to  Paragraph 2 above.
Costs to be reimbursed by Employee shall include,  without  limitation,
health,   dental,   life,  ADD  and  disability   insurance   premiums,
contributions and matching payments to the Retirement Plan and Deferred
Compensation  Plan.  Upon  retirement,  Employee  shall be  eligible to
receive all standard  benefits then being offered to retired  employees
at the time of Employee's retirement.

      (a) Deferred  Compensation  Plan.  Subsequent to January 1, 2002,
   Employee  shall  not defer  additional  compensation  to  Employee's
   Provident  Deferred   Compensation  Plan  Provident  ("Plan")  Stock
   Accounts.  All funds held in  Employee's  Provident  Stock  Accounts

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   shall be transferred to Employee's Self Directed  Account  effective
   as of February 5, 2002.  Employee  shall be entitled to receive 1/12
   of the Benefit,  if any,  payable  with  respect to Provident  Stock
   Accounts for the 2002 Plan Year,  determined for purposes of Section
   4.5(b) of the Plan as if Employee  separated  from  employment  with
   Employer  on  February  5, 2002.  Any  contribution  by  Employer to
   Employee's Self Directed Account for the Retirement Plan ESOP Credit
   or the Retirement  Plan Matching Credit pursuant to Sections 6.4 and
   6.5 of the  Deferred  Compensation  Plan for Plan Years  after 2001,
   shall be reimbursed to Employer by Employee.

      (b) Split  Dollar  Insurance.  Pursuant to the  Employer's  Split
   Dollar Insurance Program and a Split Dollar Agreement dated July 24,
   1995  between the Bank and The  Provident  Bank,  as Trustee for the
   Philip R. Myers Trust U/A dated December 1, 1981, as amended,  and a
   Split Dollar  Insurance  Agreement  between The  Provident  Bank, as
   Trustee for the Myers  Liquidity Trust u/a dated September 18, 1990,
   the Bank has purchased two policies of insurance on Employee's  life
   and has agreed to loan to Employee's  Trusts  certain  amounts to be
   used by Employee's  Trusts to pay a portion of the annual premium on
   the policies,  with any excess premium due being the  responsibility
   of Employee's Trusts.  Bank shall continue to pay its portion of the
   premium  due on the  policies,  determined  in  accordance  with its
   customary  procedures,  until February 5, 2005 and Employee's Trusts
   shall pay the  remainder of the premium due.  Amounts  loaned to the
   Trusts under the Split Dollar Agreement shall be payable to Employer
   upon Employee's retirement pursuant to the terms of the Split Dollar
   Agreement.

      (c) Excess Benefit Plan.  Employee currently  participates in the
   Provident Excess Benefit Deferred  Compensation Plan. Employee shall
   not receive  any  Employer  contributions  to such plan for the Plan
   Years subsequent to the 2001 Plan Year.

      (d) Supplemental  Executive  Retirement Plan.  Employee currently
   participates  in the Employer's  Supplemental  Executive  Retirement
   Plan  ("SERP").  Employee and Employer agree that for the purpose of
   the SERP  only,  Employee  shall be  deemed to have  terminated  his
   employment with Employer on February 5, 2002 and Employee shall only
   be entitled to the Termination  Benefit provided by Article 5 of the
   SERP computed assuming Employee's  employment terminated on February
   5,  2002.  Employee  shall  not be  entitled  to  receive  any other
   benefits from the SERP and shall not be an active participant in the
   SERP after  February 5, 2002.  For purposes of computing  Employee's
   "Years  of  Credited  Service"  under  the SERP,  all  service  with
   American  Financial  Corporation  and its affiliates  shall count as
   Years of Credited Service with Employer.

   4) Stock Options.  Employee currently is the holder of certain stock
options granted to Employee by Provident. Employee agrees that the term
of any of such stock options which by its original  terms expires after
March 1,  2004,  is hereby  amended  to  provide  that the term of such
option shall  expire on March 1, 2004.  Notwithstanding  the  preceding
sentence,  should  Employee die prior to the  expiration of any of such
options,  Employee's  estate,  or  those  persons  to whom  any of such
options may have been  transferred  as  permitted  by the terms of such

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options, may exercise any of such options during the period expiring on
the earlier of (i) one year after the date of Employee's death, or (ii)
ten years  after the date of grant of the option in  question.  Further
notwithstanding the forgoing,  in the event Provident has, prior to the
expiration of any of such options,  entered into a definitive agreement
providing  for the  merger,  other than a merger for the purpose of the
redomestication  of  Provident  not  involving  a  change  in  control,
consolidation,  exchange or other transaction in which Provident is not
the  surviving  corporation  or in  which  the  outstanding  shares  of
Provident are converted into cash,  other securities or other property,
the term of any of such options which has not expired prior to the date
of such  definitive  agreement  shall be extended to such date which is
thirty  (30)  days  following  the  latter  of  (i)  the  date  of  the
consummation  of such  transaction,  or  (ii)  the  date of the  public
announcement of the abandonment of such transaction; provided, however,
that in no event  shall  any of such  options  be  excisable  after the
expiration of ten years from the date of grant of such options.  Except
as amended  hereby,  the original terms of such options shall remain in
full force and effect.

   5) Life Insurance. Employer currently is the owner of a Metropolitan
Life  Insurance  Company  policy in the face amount of two million five
hundred thousand dollars ($2,500,000) on the life of Employee. Employer
shall  assign the  ownership  of such  policy to  Employee on or before
February  5, 2002 upon the  payment by Employee to Employer of the cash
surrender value of such policy on the date of payment.

   6)  Non-Disclosure.  The Employer and Employee  agree that each will
keep the terms and provisions of this Agreement completely confidential
with  the  exception  that a copy of this  Agreement  will be  filed by
Provident with the Securities Exchange Commission ("SEC") and reference
to the terms of the Agreement may be included in certain SEC filings by
Provident.  Employee  further  agrees not to disclose  any  information
concerning this Agreement to anyone, including, but by no means limited
to, any past,  present or  prospective  customer,  client,  employee or
applicant for employment  with Employer.  Nothing herein shall preclude
Employee from  disclosing the terms and conditions of this Agreement to
his immediate  family,  his attorney or his  accountant and pursuant to
any court action or subpoena.  Employee  further agrees to refrain from
making critical, negative or disparaging statements about the Employer,
their officers,  managers, agents or employees and agrees to do nothing
to damage the reputation or goodwill of the Employer.  The Employer and
its  senior  management  and  directors  agree to refrain  from  making
critical, negative or disparaging statements of any kind about Employee
and agrees to do nothing to damage the reputation of Employee.

   7) Re-Employment. Employee specifically acknowledges and agrees that
at no time shall he seek or accept re-employment with the Employer.

   8)  Confidentially.  Employee agrees not to misuse or divulge to any
person or entity,  in any way or form, any  proprietary  information of
the  Employer,  or any of its  affiliates,  subsidiaries  or divisions,
including  customer  lists,  prices,  pricing  policies,  processes  or
methods of operations  or plans,  and not to remove or copy any records
or materials of the Employer, or any of its affiliates, subsidiaries or
divisions, and not to attempt to induce, either directly or indirectly,

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any  present  or  future  officers  of  the  Employer,  or  any  of its
affiliates, subsidiaries or divisions, to leave such employment.

   9) Release; Indemnification. On his own behalf, and on behalf of all
other persons,  including his heirs,  successors and assigns,  Employee
hereby waives, releases,  discharges and covenants not to sue, or bring
any legal  actions or suits  against  the  Employer,  their  directors,
officers,  managers,  agents  or  employees,   successors,  assigns  or
affiliated  entities,  with respect to any issue or issues relating to,
or  arising  out of, or which  could  have  arisen  out of,  Employee's
employment  with Employer,  or Employee's  retirement  pursuant to this
Agreement,  including any  grievances,  demands,  complaints,  suits or
disputes based on race,  color,  religion,  age, sex,  marital  status,
national origin, handicap, disability or ancestry, retaliation or other
civil rights  claims,  causes of action,  rights,  damages,  covenants,
contracts,  agreements,  judgments or claims or other monetary  amounts
claimed  due and  owing  of any  nature  whatsoever,  whether  known or
unknown,  foreseen or unforeseen,  including  actions based on tortuous
conduct or breach of contract,  promissory estoppel or covenant of good
faith, except those obligations of Employer expressly set forth in this
Agreement.

   On his own behalf, and on behalf of all other person,  Employee also
agrees not to threaten,  initiate, pursue or assist anyone in asserting
any claim,  cause of action or  lawsuit  against  Employer  based on or
relating  to  Title  VII of the  Civil  Rights  Act of  1964,  the  Age
Discrimination in Employment Act of 1967, or any other federal or state
law,  regulation,  common law or public  notice,  concerning any matter
arising  out of or related  in any way to  Employee's  employment  with
Employer or the ending of such employment.

   Employer  hereby waives,  releases,  discharges and covenants not to
sue  Employee  with  respect  to any and all  claims,  damages,  suits,
demands,  judgments or any other forms of liability  arising out of, or
which  could  have  arisen  out  of,  Employee's  employment  with  the
Employer,  or any related activities,  through February 5, 2002, except
those obligations of Employee  expressly set forth in this Agreement or
in any other written  agreement with Employer or any liability  arising
out of the  willful  misconduct  of  Employee  or an act or omission of
Employee  undertaken  with  deliberate  intent  to cause  injury to the
Employer or undertaken  with reckless  disregard for the best interests
of the Employer.

   Employee shall be entitled to the right to indemnification  provided
to officers and directors of Employer  pursuant to the Employer's  Code
of Regulations,  as such right to indemnification exists on February 5,
2002.

   10) Miscellaneous.

      (a) It is  understood  and agreed that  Employee has been advised
   that:

         (i) He has  twenty-one  (21)  days  from the date  that he was
      first given a copy of the offer of the Agreement, within which to
      decide whether to accept the offer of this Agreement,

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         (ii) He has seven (7) days after  signing  this  Agreement  to
      notify   Employer  in  writing  of  his  desire  to  revoke  this
      Agreement, and

         (iii) He should consult with an attorney  before acting on the
      offer of this Agreement.

      (b) It is specifically agreed that this Agreement constitutes the
   complete  understanding  between Employee and Employer,  and that no
   other  promises,  policies,  or agreements  shall be binding  unless
   subsequently signed by each.

      (c) Employee and Employer agree that the  substantive  law of the
   State of Ohio  shall  govern  and  control  every  issue or  dispute
   relating to the  interpretation or enforcement of this Agreement and
   that any legal action relating to this Agreement will be brought and
   maintained  only in the Court of Common  Pleas of  Hamilton  County,
   Ohio.

      (d) If any provision of this Agreement is rendered  unenforceable
   by legislation or judicial  decision,  then such provision  shall be
   deemed  modified  or  omitted to the  extent  necessary  to make the
   remaining provisions of this Agreement enforceable.

      (e) This Agreement  represents the culmination of fully disclosed
   and  negotiated  concerns of Employer  and  Employee,  and  Employee
   agrees he has been provided the  opportunity  to thoroughly  discuss
   all aspects of this Agreement with his private advisors or attorneys
   and  that  he has  carefully  read  all  terms  and  provisions  and
   understands each of them and that his agreement hereto is completely
   voluntary.

      (f)  This  Agreement  shall  be  binding  upon  Employer,   their
   successors and assigns, including any entity into which Employer may
   be consolidated or merged, and shall be equally binding on Employee,
   his heirs, assigns and executors.

   11) Waiver of Jury Trial. As a specifically bargained inducement for
the  employer  to enter  into  this  Agreement,  and after  having  the
opportunity to consult  counsel,  employee hereby  expressly waives the
right to trial by jury in any  lawsuit or  proceeding  relating to this
Agreement.





         [Signature page follows]

                                  -5-

   The parties  hereto have signed this  Agreement  this _______ day of
____________, 2001.

WITNESSES:                        Provident Financial Group, Inc.

       _________________________  By: _________________________________

       _________________________  Title: ______________________________


WITNESSES:                        The Provident Bank

       _________________________  By: _________________________________

       _________________________  Title: ______________________________


WITNESSES:                        Employee

       _________________________         ______________________________

       _________________________



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