<HTML>
<HEAD>
<TITLE>Form S-8 Registration Statement
</TITLE>
</HEAD>
<BODY>
<P ALIGN=RIGHT> As filed with the Securities and Exchange Commission on March 28, 2002<BR>
Registration No. 333-_____________</P>
<HR>

<CENTER>UNITED STATES SECURITIES
AND EXCHANGE COMMISSION<BR>

Washington,
D.C. 20549</CENTER>

<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>
<BR><BR>
<CENTER>FORM S-8<BR>

REGISTRATION STATEMENT<BR>
UNDER<BR>

THE SECURITIES ACT OF 1933</CENTER>
<BR>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER><BR><BR>

   <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25% ALIGN=CENTER><P>Incorporated<BR>Under the Laws<BR>of Ohio
</P></TD>
<TD WIDTH=50% ALIGN=CENTER><P>PROVIDENT FINANCIAL GROUP, INC.<BR>One East Fourth Street
<BR>CINCINNATI, OHIO  45202</P></TD>
<TD WIDTH=24% ALIGN=CENTER><P>I.R.S. Employer<BR>Identification No.<BR>
31-0982792</P>
</TD>
</TR>
</TABLE><BR><BR>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER>

<P ALIGN=CENTER>2002 OUTSIDE DIRECTORS STOCK OPTION PLAN</P>


<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=CENTER><BR>

                                                <P ALIGN=CENTER>Mark E. Magee, Esq.<BR>

                                          Provident Financial Group, Inc.<BR>
                                              One East Fourth Street<BR>
                                              Cincinnati, Ohio 45202<BR>
(513) 579-2861<BR>(Agent for Service of Process)<BR><BR><BR>

<H4 ALIGN=CENTER>CALCULATION
OF REGISTRATION FEE</H4>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><P><BR><BR>Title of <BR> Securities<BR><U>&nbsp;&nbsp;&nbsp;
 to be Registered&nbsp;&nbsp;&nbsp;</U><BR><BR>
Common Stock,<BR>No par value </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P><BR><BR>Amount<BR> To Be<BR><U>&nbsp;&nbsp;&nbsp;&nbsp;Registered(1)
&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>
25,000 Shares </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P>  Proposed<BR> Maximum<BR>Offering<BR>Price<BR>
<U>Per Share(2)</U><BR><BR>$28.47</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P><BR>Proposed<BR> Maximum<BR>Aggregate<BR><U>
 Offering Price(2)</U><BR>
<BR>$711,750</P></TD>
<TD WIDTH=20% ALIGN=CENTER><P><BR><BR>
    Amount of<BR>   Registration<BR><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       Fee(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>$65

</P>
</TD>
</TR>
</TABLE><BR><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=CENTER><P>(1)</P></TD>
<TD WIDTH=94% ALIGN=LEFT><P> This Registration  Statement is filed for up to 25,000 shares issuable upon
     the exercise of options granted pursuant to the Provident  Financial Group,
     Inc. 2002 Outside Directors Stock Option Plan. </P>
</TD>
</TR>
</TABLE>
<BR>
 <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=CENTER><P>(2)</P></TD>
<TD WIDTH=94% ALIGN=LEFT><P>Estimated solely for purposes of calculating the registration fee.
 </P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=CENTER><P>(3)</P></TD>
<TD WIDTH=94% ALIGN=LEFT><P> Calculated pursuant to
Rule 457(h) based on the average of the high and low prices of the Common Stock
on the Nasdaq Stock Market on March 22, 2002 at $28.47 per share.
 </P>
</TD>
</TR>
</TABLE>

<PAGE>


<H4 ALIGN=CENTER>PART II<BR><BR>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</H4>

<P>Item 3. &nbsp;&nbsp;&nbsp; Incorporation of Documents by Reference</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following  documents filed by Provident  Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:</P>

    <OL><LI>   Provident's  Annual  Report on Form  10-K for the  fiscal  year  ended
          December 31, 2001.<BR><BR>

     <LI>   The   description  of  Provident's   common  stock  contained  in  its
          Registration Statement on Form S-4, SEC File No. 333-32423.</OL>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other
documents subsequently filed by Provident pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. </P>

<P>Item 4.&nbsp;&nbsp;&nbsp;  Description of Securities</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<P>Item 5.&nbsp;&nbsp;&nbsp;  Interests of Named Experts and Counsel</P>

    <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</P>

<P>Item 6.&nbsp;&nbsp;&nbsp;  Indemnification of Directors and Officers</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Ohio Revised Code, Section
1701.13(E), allows indemnification by the registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the registrant, against expenses,
including judgment and fines, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant&#146;s Code of
Regulations extends such indemnification. </P>

<P>Item 7.&nbsp;&nbsp;&nbsp;  Exemption from Registration Claimed</P>

     <P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
<PAGE>

<P>Item 8. &nbsp;&nbsp;&nbsp;Exhibits*</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><P>&nbsp;</P></TD>
<TD WIDTH=15% ALIGN=LEFT><P>Exhibit 4<BR><BR>Exhibit 5<BR><BR>Exhibit 23.1<BR><BR>
Exhibit 23.2<BR><BR> Exhibit 24</P></TD>
<TD WIDTH=80% ALIGN=LEFT><P>
        Provident Financial Group, Inc. 2002 Outside Directors Stock Option Plan<BR><BR>

        Opinion of Keating, Muething &amp; Klekamp, P.L.L.<BR><BR>

     Consent of Ernst &amp; Young, L.L.P.<BR><BR>

     Consent of Keating, Muething &amp; Klekamp, P.L.L. (contained in Exhibit 5)<BR><BR>

       Power of Attorney (contained in the signature page)
</P>
</TD>
</TR>
</TABLE>
<HR SIZE=1 NOSHADE WIDTH=15% ALIGN=LEFT>

<P>* All exhibits are filed
herewith unless otherwise indicated. </P>

<P>Item 9.&nbsp;&nbsp;&nbsp;  Undertakings</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes to file during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement: (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective Registration Statement; (iii) to include any
material information with respect to the plan of distribution in the
Registration Statement; provided, however, that (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.2 &nbsp;&nbsp;&nbsp;The undersigned
registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;&nbsp; The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant&#146;s annual
report pursuant to section 13(a) of section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.5&nbsp;&nbsp;&nbsp; Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue. </P>


<PAGE>


                                   <P ALIGN=CENTER>SIGNATURES</P>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on
March 27, 2002. </P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=55% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=45%><P> PROVIDENT FINANCIAL GROUP, INC.<BR><BR><BR><BR>
By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/Robert L. Hoverson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert L. Hoverson<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chief Executive Officer
</P>
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below marked with an asterisk hereby
authorizes Robert L. Hoverson or Mark E. Magee or Christopher J. Carey as
attorney-in-fact to sign on his behalf individually and in each capacity
indicated below, any amendments, including post-effective amendments, to this
Registration Statement. </P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Signature&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR><U>*/s/Robert L. Hoverson
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Robert L. Hoverson<BR><BR><BR>

<U>*/s/Christopher J. Carey
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Christopher J. Carey<BR><BR><BR><BR>

<U> */s/Jack M. Cook
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Jack M. Cook<BR><BR>

<U>*/s/Thomas D. Grote, Jr.
&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Thomas D. Grote, Jr.<BR><BR><BR><U>*/s/Philip R. Myers
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Philip R. Myers<BR><BR><BR><U>*/s/Joseph A. Pedoto


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Joseph A. Pedoto<BR><BR><BR><U>*/s/Sidney A. Peerless


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Sidney A. Peerless<BR><BR><BR><U>*/s/Joseph A. Steger

&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>Joseph A. Steger<BR><BR><BR>



</P></TD>
<TD WIDTH=40% ALIGN=LEFT><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capacity&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>Chief Executive Officer<BR>and Director<BR> (Principal
Executive Officer)<BR><BR>

Executive Vice
President and<BR>Chief Financial Officer<BR>(Principal Financial Officer<BR>and
Principal Accounting Officer)<BR><BR>

Director<BR><BR><BR>Director<BR><BR><BR><BR>Director<BR><BR><BR><BR>Director
<BR><BR><BR><BR>
Director<BR><BR><BR><BR>Director<BR><BR><BR><BR> </P></TD>
<TD WIDTH=20% ALIGN=CENTER><P><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>March 27, 2002<BR><BR><BR>
<BR>March 27, 2002<BR><BR><BR><BR>March 27, 2002<BR><BR><BR><BR>March 27, 2002<BR><BR><BR><BR>
March 27, 2002<BR><BR><BR><BR>March 27, 2002<BR><BR><BR><BR>March 27, 2002<BR><BR><BR><BR>March 27, 2002
</P>
</TD>
</TR>
</TABLE>
</BODY>
</HTML>
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Form S-8 Registration Statement
As filed with the Securities and Exchange Commission on March 28, 2002
Registration No. 333-_____________
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
Under the Laws
of Ohio
PROVIDENT FINANCIAL GROUP, INC.
One East Fourth Street
CINCINNATI, OHIO  45202
I.R.S. Employer
Identification No.
31-0982792
2002 OUTSIDE DIRECTORS STOCK OPTION PLAN
Mark E. Magee, Esq.
Provident Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2861
(Agent for Service of Process)
CALCULATION
OF REGISTRATION FEE
Title of
Securities
to be Registered
Common Stock,
No par value
Amount
To Be
Registered(1)
25,000 Shares
Proposed
Maximum
Offering
Price
Per Share(2)
$28.47
Proposed
Maximum
Aggregate
Offering Price(2)
$711,750
Amount of
Registration
Fee(3)
$65
(1)
This Registration  Statement is filed for up to 25,000 shares issuable upon
     the exercise of options granted pursuant to the Provident  Financial Group,
     Inc. 2002 Outside Directors Stock Option Plan.
(2)
Estimated solely for purposes of calculating the registration fee.
(3)
Calculated pursuant to
Rule 457(h) based on the average of the high and low prices of the Common Stock
on the Nasdaq Stock Market on March 22, 2002 at $28.47 per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference
The following  documents filed by Provident  Financial Group, Inc. with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
Provident's  Annual  Report on Form  10-K for the  fiscal  year  ended
          December 31, 2001.
The   description  of  Provident's   common  stock  contained  in  its
          Registration Statement on Form S-4, SEC File No. 333-32423.
All reports and other
documents subsequently filed by Provident pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents.
Item 4.     Description of Securities
Not applicable.
Item 5.     Interests of Named Experts and Counsel
Not applicable.
Item 6.     Indemnification of Directors and Officers
Ohio Revised Code, Section
1701.13(E), allows indemnification by the registrant to any person made or
threatened to be made a party to any proceedings, other than a proceeding by or
in the right of the registrant, by reason of the fact that he is or was a
director, officer, employee or agent of the registrant, against expenses,
including judgment and fines, if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
registrant and, with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar provisions apply to
actions brought by or in the right of the registrant, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court. Indemnification is to be made by a majority vote
of a quorum of disinterested directors or the written opinion of independent
counsel or by the shareholders or by the court. The registrant's Code of
Regulations extends such indemnification.
Item 7.     Exemption from Registration Claimed
Not applicable.
Item 8.    Exhibits*
Exhibit 4
Exhibit 5
Exhibit 23.1
Exhibit 23.2
Exhibit 24
Provident Financial Group, Inc. 2002 Outside Directors Stock Option Plan
Opinion of Keating, Muething & Klekamp, P.L.L.
Consent of Ernst & Young, L.L.P.
Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibit 5)
Power of Attorney (contained in the signature page)
* All exhibits are filed
herewith unless otherwise indicated.
Item 9.     Undertakings
9.1    The undersigned
registrant hereby undertakes to file during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement: (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; (iii) to include any
material information with respect to the plan of distribution in the
Registration Statement; provided, however, that (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
9.2    The undersigned
registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
9.3    The undersigned
registrant hereby undertakes to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
9.4    The undersigned
registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) of section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
9.5    Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Cincinnati, Ohio, on
March 27, 2002.
PROVIDENT FINANCIAL GROUP, INC.
By:
/s/Robert L. Hoverson
Robert L. Hoverson
Chief Executive Officer
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Each person whose signature appears below marked with an asterisk hereby
authorizes Robert L. Hoverson or Mark E. Magee or Christopher J. Carey as
attorney-in-fact to sign on his behalf individually and in each capacity
indicated below, any amendments, including post-effective amendments, to this
Registration Statement.
Signature
*/s/Robert L. Hoverson
Robert L. Hoverson
*/s/Christopher J. Carey
Christopher J. Carey
*/s/Jack M. Cook
Jack M. Cook
*/s/Thomas D. Grote, Jr.
Thomas D. Grote, Jr.
*/s/Philip R. Myers
Philip R. Myers
*/s/Joseph A. Pedoto
Joseph A. Pedoto
*/s/Sidney A. Peerless
Sidney A. Peerless
*/s/Joseph A. Steger
Joseph A. Steger
Capacity
Chief Executive Officer
and Director
(Principal
Executive Officer)
Executive Vice
President and
Chief Financial Officer
(Principal Financial Officer
and
Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Date
March 27, 2002
March 27, 2002
March 27, 2002
March 27, 2002
March 27, 2002
March 27, 2002
March 27, 2002
March 27, 2002