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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000897069-02-000807.txt : 20021023
<SEC-HEADER>0000897069-02-000807.hdr.sgml : 20021023
<ACCEPTANCE-DATETIME>20021023085156
ACCESSION NUMBER:		0000897069-02-000807
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20021023
GROUP MEMBERS:		ENDICOTT MANAGEMENT CO.
GROUP MEMBERS:		ENDICOTT OFFSHORE INVESTORS, LTD.
GROUP MEMBERS:		ENDICOTT PARTNERS II, L.P.
GROUP MEMBERS:		ENDICOTT PARTNERS, L.P.
GROUP MEMBERS:		GENE F. GAINES
GROUP MEMBERS:		JAM MANAGERS, L.L.C.
GROUP MEMBERS:		JAM PARTNERS, L.P.
GROUP MEMBERS:		JAM SPECIAL OPPORTUNITIES FUND, L.P.
GROUP MEMBERS:		ROBERT I. USDAN
GROUP MEMBERS:		W.R. ENDICOTT II, L.L.C.
GROUP MEMBERS:		W.R. ENDICOTT, L.L.C.
GROUP MEMBERS:		WAYNE K. GOLDSTEIN

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JACOBS SY
		CENTRAL INDEX KEY:			0001166408

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		ONE FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003

	MAIL ADDRESS:	
		STREET 1:		ONE FIFTH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PROVIDENT FINANCIAL HOLDINGS INC
		CENTRAL INDEX KEY:			0001010470
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				330704889
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-49970
		FILM NUMBER:		02795551

	BUSINESS ADDRESS:	
		STREET 1:		3756 CENTRAL AVE
		CITY:			RIVERSIDE
		STATE:			CA
		ZIP:			92506
		BUSINESS PHONE:		9096866060

	MAIL ADDRESS:	
		STREET 1:		3756 CENTRAL AVENUE
		CITY:			RIVERSIDE
		STATE:			CA
		ZIP:			92506
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>slp399.txt
<DESCRIPTION>SCHEDULE 13D AMENDMENT NO. 2
<TEXT>
CUSIP No. 743868101                                          Page 1 of 54 Pages

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20552


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)


                       PROVIDENT FINANCIAL HOLDINGS, INC.
                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
                         (Title of Class of Securities)


                                    743868101
                                 (CUSIP Number)

                              Mr. Phillip Goldberg
                                 Foley & Lardner
                                  One IBM Plaza
                                   Suite 3300
                             330 North Wabash Avenue
                             Chicago, IL 60611-3608
                                 (312) 755-1900
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 22, 2002
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

<PAGE>
CUSIP No. 743868101                                          Page 2 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           JAM Partners, L.P.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC, OO
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       150,000
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      150,000
                            ----------------------------------------------------
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================

<PAGE>
CUSIP No. 743868101                                          Page 3 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           JAM Special Opportunities Fund, L.P.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC, OO
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       5,625
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      5,625
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 4 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           JAM Managers, L.L.C.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6
           CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       155,625
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      155,625
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 5 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Seymour Jacobs
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           United States
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      9,375
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       155,625
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       9,375
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      155,625
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 6 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Endicott Partners, L.P.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       73,350
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      73,350
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 7 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Endicott Partners II, L.P.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       83,000
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      83,000
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 8 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Endicott Offshore Investors, Ltd.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           British Virgin Islands
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       71,300
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      71,300
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            CO
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 9 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           W.R. Endicott, L.L.C.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       73,350
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      73,350
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================

<PAGE>
CUSIP No. 743868101                                         Page 10 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           W.R. Endicott II, L.L.C.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       83,000
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      83,000
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                         Page 11 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Endicott Management Co.
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) |X|
           2 pension plans have contracts with EMC; benefits to them;
           control by EMC                                                (b) [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           WC
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           Delaware
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       23,000
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      23,000
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            CO
================================================================================
<PAGE>
CUSIP No. 743868101                                         Page 12 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Wayne K. Goldstein
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           United States
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       250,650
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      250,650
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                         Page 13 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Robert I. Usdan
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           United States
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      0
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       250,650
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      250,650
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                         Page 14 of 54 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Gene F. Gaines
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   |X|
                                                                       (b)   [ ]
- ---------- ---------------------------------------------------------------------
  3        SEC USE ONLY

- ---------- ---------------------------------------------------------------------
  4        SOURCE OF FUNDS

           PF
- ---------- ---------------------------------------------------------------------
  5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                             [ ]
- ---------- ---------------------------------------------------------------------
  6        CITIZENSHIP OR PLACE OF ORGANIZATION

           United States
- --------------------------- --------- ------------------------------------------
        NUMBER OF              7      SOLE VOTING POWER
          SHARES                      1,500
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       0
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       1,500
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      0
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            417,150
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES                                                   |X|
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            7.5%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                         Page 15 of 54 Pages


Item 1.   Security and Issuer

       This Schedule 13D relates to the common stock, par value $0.01 per share
("Common Stock") of Provident Financial Holdings, Inc. (the "Company" or
"Provident"). The address of the principal executive offices of the Company is
3756 Central Avenue, Riverside, California 92506. The joint filing agreement was
filed with an earlier-filed version of this Schedule 13D.

Item 2.   Identity and Background

       This Schedule 13D is being jointly filed by each of the following persons
(collectively, the "Group" or the "Group Members"):

(a)-(c)

    (1)   The "Jam Parties":

          (A)   JAM Partners, L.P., a Delaware limited partnership ("JAM").
          (B)   JAM Special Opportunities Fund, L.P., a Delaware limited
                partnership ("JAM SOF").
          (C)   JAM Managers, L.L.C. a Delaware limited liability company
                ("JAM MGR").
          (D)   Seymour Jacobs ("Mr. Jacobs").

    (2)   The "Endicott Parties":

          (A)   Endicott Partners, L.P., a Delaware limited partnership
                ("EPLP").
          (B)   Endicott Partners II, L.P., a Delaware limited partnership
                ("EPLPII").
          (C)   Endicott Offshore Investors, Ltd., a British Virgin Islands
                international business company ("EOI").
          (D)   W.R. Endicott, L.L.C., a Delaware limited liability company
                ("WRE LLC").
          (E)   W.R. Endicott II, L.L.C., a Delaware limited liability company
                ("WRE II LLC").
          (F)   Endicott Management Co., a Delaware corporation ("Endicott
                Management").
          (G)   Wayne K. Goldstein ("Mr. Goldstein").
          (H)   Robert I. Usdan ("Mr. Usdan").

    (3)   Gene F. Gaines

       The Group Members have entered into a Joint Filing Agreement, a copy of
which was filed with an earlier-filed version of this Schedule 13D.

          The business address of each Group Member is as follows:

          JAM, JAM SOF, JAM MGR and Mr. Jacobs:
                   One Fifth Avenue

<PAGE>
CUSIP No. 743868101                                         Page 16 of 54 Pages

                   New York, NY 10003

          EPLP, EPLPII, WRE LLC, WRE II LLC, Endicott Management, Mr. Goldstein
            and Mr. Usdan:
                   237 Park Avenue, Suite 801
                   New York, NY 10017

          EOI:
                   c/o Trident Fund Services (B.V.I) Ltd.
                   Wickhams Cay
                   P.O. Box 146 Road Town
                   Tortola, British Virgin Islands

          Mr. Gene F. Gaines:
                   1018 Second Street, Unit 1
                   Santa Monica, California 90403

       JAM and JAM SOF are limited partnerships formed for the purpose of
investing in, among other things, the equity securities of various financial
services providers. JAM MGR is a limited liability company and general partner
of JAM and JAM SOF. Mr. Jacobs is the sole Managing Member of JAM MGR.

       The business of EPLP, EPLPII and EOI is investment, in, among other
things, the equity securities of various financial services providers. Endicott
Management, in addition to being the advisor to EPLP, EPLPII and EOI, also
manages two accounts which invests in, among other things, financial service
providers. WRE LLC is the General Partner of EPLP. WRE II LLC is the General
Partner of EPLPII. Messrs. Goldstein and Usdan are Co-Presidents of Endicott
Management and Managing Members of WRE LLC and WRE II LLC.

       Mr. Gaines is an investor for his personal account. Mr. Gaines is
Executive Vice President and the manager of the Private Banking Division at
Pacific Western Bank, a subsidiary of First Community Bancorp.

       (d) During the past five years, no member of the Group has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).

       (e) During the past five years, no member of the Group has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.

       (f) All of the individuals who are members of the Group are citizens of
the United States.

Item 3.   Source and Amount of Funds or Other Consideration
<PAGE>
CUSIP No. 743868101                                         Page 17 of 54 Pages

       In aggregate, the Group owns 417,150 shares, equal to 7.5% of the Common
Stock of the Company.

       The amount of funds expended by JAM to acquire the 150,000 shares of
Common Stock it holds in its name is $2,218,220. The amount of funds expended by
JAM SOF to acquire 5,625 shares of Common Stock it holds in its name is
$105,063. The amount of funds expended by Mr. Jacobs to acquire the 9,375 shares
of Common Stock he holds in his name is $158,430. All of such funds were
provided from available capital and from time to time, in part by margin account
loans from NationsBanc Montgomery Securities, extended in the ordinary course of
business on that firm's usual terms and conditions. All or part of the shares of
Common Stock owned by any of the JAM Parties may from time to time be pledged as
collateral for loans made by such firm to the JAM Parties. Such loans generally
bear interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness, if any, may be refinanced with other banks or
broker-dealers.

       The amount of funds expended by EPLP to acquire the 73,350 shares of
Common Stock it holds in its name is $1,358,174. Such funds were provided from
available capital. The amount of funds expended by EPLPII to acquire the 83,000
shares of Common Stock it holds in its name is $1,672,845. Such funds were
provided from available capital. The amount of funds expended by EOI to acquire
the 71,300 shares of Common Stock it holds in its name is $1,296,459. Such funds
were provided from available capital. The amount of funds expended by Endicott
Management to acquire the 23,000 shares of Common Stock it holds in its name is
$335,922. Such funds were provided from available capital.

       The amount of funds expended by Mr. Gaines to acquire the 1,000 shares of
Common Stock he holds in his name is $31,450. Such funds were provided from his
personal funds.

Item 4.   Purpose of Transaction

       The purpose of the acquisition of the shares of Common Stock by members
of the Group is to profit from appreciation in the market price of the Common
Stock through the assertion of shareholder rights and influencing the policies
of the Company.

       Members of the Group believe the Company's stock is undervalued. Members
of the Group believe the Company's Board of Directors has not considered all
opportunities to maximize shareholder value. The Group believes that the Board
of Directors should actively consider all necessary steps to maximize
shareholder value and that the current Board of Directors has not shown a
willingness to consider such steps, including more aggressive share repurchases,
increasing core profitability and a possible sale of the Company. Therefore,
members of the Group currently intend to seek the addition of Messrs. Gaines and
Jacobs to serve on the Company's Board of Directors, through their appointment
or nomination by the Company or, if necessary, by nominating them for election
at the Company's next annual meeting of stockholders.

       On May 29, 2002, Mr. Jacobs sent a letter to the Board of Directors of
the Company, expressing the Group's concerns and intentions. A copy of that
letter is attached as

<PAGE>
CUSIP No. 743868101                                         Page 18 of 54 Pages

Exhibit 2. On July 11, 2002, Mr. Jacobs sent a letter to the Board of Directors
of the Company, again expressing the Group's concerns and intentions. A copy of
that letter is attached as Exhibit 3. On August 16, 2002, Mr. Jacobs sent a
letter to the Company demanding access to and copies of the list of stockholders
and certain other stockholder materials of the Company. A copy of that letter is
attached as Exhibit 4. On August 20, 2002, the Chairman of the Board of
Directors of the Company sent a letter to Mr. Jacobs regarding the next annual
meeting of shareholders of the Company. A copy of that letter is attached as
Exhibit 5.

       On October 22, 2002, Mr. Jacobs sent a letter to the Board of Directors
of the Company demanding that the Company set an annual meeting date consistent
with its by-laws requiring that the meeting be held within thirteen (13) months
of the last annual meeting. The letter also notified the Company of Mr. Jacobs'
intent to formally nominate himself and Mr. Gene Gaines to run for two Board of
Director slots at the next annual meeting. A copy of that letter is attached as
Exhibit 6. After sending the Company his October 22, 2002 letter, Mr. Jacobs
received an electronic communication from the Company suggesting further
revisions to the standstill agreement . A copy of that company communication
suggesting revisions to the standstill agreement is attached as Exhibit 7. Mr.
Jacobs contacted the Company rejecting their proposal.

       Members of the Group may make further purchases or sales of shares of
Common Stock. Members of the Group may dispose of any or all the shares of
Common Stock held by them, although they have no current intention to do so. To
the extent the actions described herein may be deemed to constitute a "control
purpose" with respect to the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, the Group has such a purpose. Except as noted in
this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or would result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.

Item 5.   Interest in Securities of the Company

       The percentages used in this Schedule 13D are calculated based upon the
number of outstanding shares of Common Stock, 3,707,171, reported as the number
of outstanding shares as of May 10, 2002, on the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2002, adjusted to reflect a 3-for-2
stock split effective July 12, 2002, for a total number of outstanding shares of
5,560,756. All purchases and sales of Common Stock reported herein were made in
open market transactions on the Nasdaq National Market, except as otherwise
stated.

(A)   JAM Partners, L.P.

      (a)-(b)  See cover page.

      (c)      JAM has made no purchases or sales of Common Stock in the last 60
               days.

      (d)      Because Mr. Jacobs is the Managing Member of JAM MGR, he has the
               power to direct the affairs of JAM MGR. JAM MGR has the power to
               direct the affairs of

<PAGE>
CUSIP No. 743868101                                         Page 19 of 54 Pages

               JAM, including the voting and disposition of shares of Common
               Stock held in the name of JAM. Mr. Jacobs is also the General
               Partner of JAM. Therefore, Mr. Jacobs has voting and disposition
               power with regard to shares of Common Stock held in the name of
               JAM.

(B)   JAM Special Opportunities Fund, L.P.

      (a)-(b)  See cover page.

(c)   JAM SOF has made no purchases or sales of Common Stock in the last 60
      days.

      (d)      Because Mr. Jacobs is the Managing Member of JAM MGR, he has the
               power to direct the affairs of JAM MGR.  JAM MGR has the power to
               direct the affairs of JAM SOF, including the voting and
               disposition of shares of Common Stock held in the name of JAM
               SOF.  Mr. Jacobs is also the General Partner of JAM SOF.
               Therefore, Mr. Jacobs has voting and disposition power with
               regard to shares of Common Stock held in the name of JAM.

(C)   JAM Managers, L.L.C.

      (a)-(b)  See cover page.

(c)   JAM MGR has made no purchases or sales of Common Stock in the last 60
      days.

      (d)      Because Mr. Jacobs is the Managing Member of JAM MGR, he has the
               power to direct the affairs of JAM MGR.  Therefore, Mr. Jacobs
               has voting and disposition power with regard to shares of
               Common Stock held in the name of JAM MGR.

(D)   Seymour Jacobs

      (a)-(b)  See cover page.

      (c)      Mr. Jacobs has made no purchases or sales of Common Stock in the
               last 60 days.

(E)   Endicott Partners, L.P.

      (a)-(b)  See cover page.

      (c)      EPLP has made no purchases or sales of Common Stock in the last
               60 days.

      (d)      Mr. Goldstein and Mr. Usdan are each a Managing Member of WRE
               LLC.  WRE LLC is the general partner of EPLP.  Therefore, Mr.
               Goldstein and Mr. Usdan share the power to direct the affairs
               of WRE LLC.  WRE LLC has the power to vote or direct the affairs
               of EPLP, including the voting and disposition of shares of Common
               Stock held in the name of EPLP.  Therefore, Mr. Goldstein
               and Mr.

<PAGE>
CUSIP No. 743868101                                         Page 20 of 54 Pages

               Usdan share voting and disposition power with regard to shares of
               Common Stock held in the name of EPLP.

(E)   Endicott Partners II, L.P.

      (a)-(b)  See cover page.

      (c)      EPLPII has made no purchases or sales of Common Stock in the last
               60 days.

      (d)      Mr. Goldstein and Mr. Usdan are each a Managing Member of WRE II
               LLC.  WRE II LLC is the general partner of EPLPII.  Therefore,
               Mr. Goldstein and Mr. Usdan share the power to direct the affairs
               of WRE II LLC.  WRE II LLC has the power to vote or direct the
               affairs of EPLPII, including the voting and disposition of shares
               of Common Stock held in the name of EPLPII. Therefore, Mr.
               Goldstein and Mr. Usdan share voting and disposition power with
               regard to shares of Common Stock held in the name of EPLPII.

(E)   Endicott Offshore Investors, Ltd.

      (a)-(b)  See cover page.

      (c)      EOI has made no purchases or sales of Common Stock in the last 60
               days.

      (d)      Mr. Goldstein and Mr. Usdan are each a Co-President of Endicott
               Management.  Endicott Management directs the investment affairs
               of EOI.  Therefore, Mr. Goldstein and Mr. Usdan share the power
               to direct the affairs of EOI, including voting and disposition
               power with regard to shares of Common Stock held in the name of
               EOI.

 (F)  W.R. Endicott, L.L.C.

      (a)-(b)  See cover page.

      (c)      WRE LLC has made no purchases or sales of Common Stock in the
               last 60 days.

      (d)      Mr. Goldstein and Mr. Usdan are each a Managing Member of WRE
               LLC. Therefore, Mr. Goldstein and Mr. Usdan share the power to
               direct the affairs of WRE LLC, including voting and disposition
               power with regard to shares of Common Stock held in the name of
               WRE LLC.

(G)   W.R. Endicott II, L.L.C.

      (a)-(b)  See cover page.

      (c)      WRE II LLC has made no purchases or sales of Common Stock in the
               last 60 days.
<PAGE>
CUSIP No. 743868101                                         Page 21 of 54 Pages

      (d)      Mr. Goldstein and Mr. Usdan are each a Managing Member of WRE II
               LLC. Therefore, Mr. Goldstein and Mr. Usdan share the power to
               direct the affairs of WRE II LLC, including voting and
               disposition power with regard to shares of Common Stock held in
               the name of WRE II LLC.

 (H)  Endicott Management Co.

      (a)-(b)  See cover page.

      (c)      Endicott Management has made no purchases or sales of Common
               Stock in the last 60 days.

      (d)      Mr. Goldstein and Mr. Usdan are each a Co-President of Endicott
               Management.  Therefore, Mr. Goldstein and Mr. Usdan share the
               power to direct the affairs of Endicott Management, including
               voting and disposition power with regard to shares of Common
               Stock held in the name of Endicott Management.

(I)   Wayne K. Goldstein

      (a)-(b)  See cover page.

      (c)      Mr. Goldstein has made no purchases or sales of Common Stock in
               the last 60 days.

(J)   Robert I. Usdan

      (a)-(b)  See cover page.

      (c)      Mr. Usdan has made no purchases or sales of Common Stock in the
               last 60 days.

(K)   Gene F. Gaines

      (a)-(b)  See cover page.

      (c)      Mr. Gaines has made no purchases or sales of Common Stock in the
               last 60 days.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Company.

         With respect to the Endicott Parties, for all accounts managed Endicott
Management is entitled to a management fee based upon a percentage of total
capital managed. In addition, Endicott Management receives an allocation of a
portion of profits, if any, for the two managed accounts managed by it and the
account managed for EOI. WRE LLC receives an allocation of a portion of profits,
if any, for the account managed for EPLP. WRE II LLC

<PAGE>
CUSIP No. 743868101                                         Page 22 of 54 Pages

receives an allocation of a portion of profits, if any, for the account managed
for EPLPII. With respect to the JAM Parties, JAM MGR is entitled to a management
fee and an allocation of a portion of profits of JAM and JAM SOF.

         Other than the foregoing agreements and the Joint Filing Agreement
which was filed with an earlier-filed version of this Schedule 13D, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 hereof and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
losses, or the giving or withholding of proxies.

Item 7.   Material to be Filed as Exhibits

   No.    Description
   ---    -----------
   1      Joint Filing Agreement.*
   2      Letter from Mr. Jacobs to the Board of Directors of the Company, dated
          May 29, 2002.*
   3      Letter from Mr. Jacobs to the Board of Directors of the Company, dated
          July 11, 2002.*
   4      Letter from Mr. Jacobs to the Chairman of the Board of Directors of
          the Company, dated August 16, 2002.*
   5      Letter from the Chairman of the Board of Directors of the Company to
          Mr. Jacobs, dated August 20, 2002.*
   6      Letter from Mr. Jacobs to the Board of Directors of the Company, dated
          October 22, 2002.
   7      Company communication suggesting revisions to the standstill
          agreement, dated October 22, 2002.

- --------------
*Filed with an earlier-filed version of this Schedule 13D.
<PAGE>
CUSIP No. 743868101                                         Page 23 of 54 Pages


                                   SIGNATURES

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Date:    October 22, 2002

                           JAM Partners, L.P.

                           By:      /s/ Seymour Jacobs
                                    Seymour Jacobs
                                    General Partner

                           JAM Special Opportunities Fund, L.P.

                           By:      /s/ Seymour Jacobs
                                    Seymour Jacobs
                                    General Partner

                           JAM Managers, L.L.C.

                           By:      /s/ Seymour Jacobs
                                    Seymour Jacobs
                                    Managing Member

                           Endicott Partners, L.P.

                           By:      W.R. Endicott, L.L.C.
                                    General Partner

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    Managing Member

                           Endicott Partners II, L.P.

                           By:      W.R. Endicott II, L.L.C.
                                    General Partner

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    Managing Member

<PAGE>
CUSIP No. 743868101                                         Page 24 of 54 Pages


                           Endicott Offshore Investors, Ltd.

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    Director

                           W.R. Endicott, L.L.C.

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    Managing Member

                           W.R. Endicott II, L.L.C.

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    Managing Member

                           Endicott Management Co.

                           By:      /s/ Robert I. Usdan
                                    Robert I. Usdan
                                    President

By:      /s/ Seymour Jacobs
         Seymour Jacobs



By:      /s/ Wayne K. Goldstein
         Wayne K. Goldstein



By:      /s/ Robert I. Usdan
         Robert I. Usdan


By:      /s/ Gene F. Gaines
         Gene F. Gaines


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>3
<FILENAME>slp399a.txt
<DESCRIPTION>LETTER FROM SY JACOBS TO BOARD
<TEXT>
CUSIP No. 743868101                                         Page 25 of 54 Pages


                                                                       EXHIBIT 6

VIA FACSIMILE AND OVERNIGHT MAIL

October 22, 2002


The Board of Directors
c/o Craig G. Blunden
Chairman of the Board
Provident Financial Holdings, Inc.
3756 Central Avenue
Riverside, CA  92506

Dear Craig:

This letter is in response to your letter dated October 1, 2002 (attached hereto
as exhibit A) and the subsequent draft Agreement I received (attached hereto as
exhibit B). I am writing because two weeks have passed since you said you would
get back to me, and I can only assume that your silence is an indication of your
unwillingness to respond to the changes I suggested to the draft Agreement. The
most egregious of the restrictive provisions in your draft standstill agreement
is Article III, section 1(d) which essentially removes any ability for me to act
as a director, especially in the areas where I can add the most value including
valuation, merger strategy, capital management and corporate strategy. In the
current era of corporate governance matters, I cannot understand how you could
ask a board member to restrict himself in this manner nor could I willingly sign
such an agreement. Furthermore, we continue to believe that the two proposed
board members we submitted would add more value than just one. My experience as
a bank analyst and institutional shareholder and Gene Gaines' experience as a
former President of a publicly owned bank will add separate and important skills
to the board.

Therefore, please be informed that I decline your offer to join the Board of
Directors under the terms outlined in the letter and draft Agreement, and that I
demand that you hold an annual meeting of shareholders as is required by the
Provident Financial Holdings, Inc. bylaws and Delaware law. At this meeting, we
intend to run an alternative slate of directors including Gene Gaines and
myself.

With respect to the annual meeting of shareholders, your letter to me dated
August 20, 2002 detailed the procedures for the announcement, filing and
scheduling of the meeting. Yet, nowhere in that letter and nowhere have we since
seen such announcement, filing or scheduling. My understanding of the bylaws and
Delaware law is that the company must hold an annual meeting of shareholders
within 13 months of the previous meeting. Given that last year's meeting was
held on October 27, 2001 and your August 20th representation that you would hold
the annual meeting within approximately 60 days

<PAGE>
CUSIP No. 743868101                                         Page 26 of 54 Pages


from giving public notice of such meeting, I would expect that this year's
meeting would be held in late December 2002 or early January 2003. As a
Provident shareholder, I must demand that the board schedule the annual meeting
of shareholders of Provident Financial Holdings, Inc. at its Board of Directors
meeting on Thursday, October 24th. I trust that scheduling the annual meeting of
shareholders is an important enough issue to be added to your agenda.

If we do not see an announcement of the scheduling of the annual meeting coming
out of the October 24 board meeting, you can expect us, on November 27th, to
seek a ruling by the Delaware Chancery Court to force you to hold that meeting
as soon as possible in accordance with Section 211 of the Delaware code.

Sincerely,

/s/ Sy Jacobs

Sy Jacobs
Managing Member
JAM Managers, L.L.C.
As General Partner for
JAM Partners, L.P.


cc: Gene Gaines
      Phillip Goldberg (Foley & Lardner)
      Wayne Goldstein
      Rob Usdan


<PAGE>
CUSIP No. 743868101                                         Page 27 of 54 Pages


                                    EXHIBIT A

October 1, 2002

Mr. Seymour Jacobs
Managing Member
JAM Partners, L.P.
One Fifth Avenue
New York, New York  10003

Dear Sy:

         We once again want to thank you for coming to California to meet with
representatives of the Board of Directors of Provident Financial Holdings, Inc.
("Provident"). We believe our discussions were informative and beneficial and we
were impressed with your presentation and knowledge of the banking and thrift
industry.

         The purpose of this meeting was to follow-up on the issues you raised
in your letters to the Board of Directors of May 29, 2002 and July 11, 2002 and
to provide you with the opportunity to discuss these concerns with
representatives of the Board of Directors. In particular, you raised a number of
concerns about the capital management and financial performance of Provident.
Your conclusion was that these problems could be best addressed by having
institutional investor representation on Provident's Board of Directors.

         As an initial point, we respectfully disagree with your May 29, 2002
letter relative to your assessment of our profitability. The past several years
have included periods of tumultuous conditions both in the national and regional
economies that have generally affected the operations and performance of
financial institutions. Particularly in recent periods, there have been
challenges to Provident's profitability as a result of the prepayment of loans
in the loan portfolio and a reduction in qualifying loans that we can originate
for our portfolio. Since the initial public offering in 1996, however, the
compound annual growth rate of Provident's earnings per share has been 27% and
the compound growth rate of the stock price during this period has been 22%.

         In spite of these successes, we, as board members and individual
stockholders of Provident, share many of your concerns. Accordingly, we have
made a number of decisions in which we have sought to address Provident's
capital management and

<PAGE>
CUSIP No. 743868101                                         Page 28 of 54 Pages


financial performance. These decisions are reflected in a number of actions,
which are briefly described below.

         On May 29, 2002 Provident declared a 3-for-2 stock split in the form of
a 50 percent stock dividend. The dividend was paid on July 12, 2002 and
increased the number of shares outstanding, creating additional liquidity in the
shares, which is a benefit to all of Provident's shareholders. On July 24, 2002,
Provident initiated a quarterly cash dividend policy for the purpose of
rewarding shareholders as Provident continues to build long-term value. On
September 17, 2002, we announced the continuation of our stock repurchase
program and the authorization by the Board for management to repurchase up to
10% of its outstanding stock, or approximately 529,600 shares. The repurchase
program helps us to reduce excess capital and improve Provident's earnings per
share. Since Provident's initial public offering we have repurchased
approximately 2,420,000 shares or approximately 31% of the outstanding stock.
Our efforts have not been limited to capital management. We also have sought to
improve net earnings and have announced plans for a productivity enhancement
program. As a key element of this program, in July, we reduced Provident's
workforce by 10%. As we noted in our July 23, 2002 press release, it is
anticipated that these actions will result in annual non-interest expense
savings of approximately $1.38 million.

         We do not believe, nor are we suggesting, that we have attained our
goals; however, we believe that we have taken action that will improve our
performance and result in better leverage of our capital within the regulations
and other parameters imposed by the regulatory agencies.

         Following our meeting with you, the Board of Directors met to discuss
your request for Board representation. The focus of the Board's discussions was
to obtain a result that would be acceptable to you and your group and also be in
the best interest of all of Provident's shareholders.

         In response to your request, we would propose to expand the size of the
Board by one member, increasing the number of directors from seven to eight
members, and to nominate you for the new seat on Provident's Board of Directors.
We believe, based on our discussions with other institutional investors, that
the addition of one director to Provident's Board, who will represent the
investment community's views, satisfies their concerns and that there is no need
for the addition of a second director for this purpose. As is customary, your
nomination would be subject to the negotiation of a mutually acceptable
standstill agreement, similar to what you have entered into in the past.

         In reaching this decision to offer you a board seat, Provident's Board
of Directors considered the interests of all of its shareholders. We believe
that your presence on the Board will address the concerns you have articulated
in your correspondence to us. Also, we believe it is beneficial to direct our
efforts to our mutual objective of continuing to enhance shareholder value
rather than focus management time on, and for each of us to incur the
significant costs of, a proxy contest. We concluded that your experience and

<PAGE>
CUSIP No. 743868101                                         Page 29 of 54 Pages

expertise would be valuable to the Board of Directors in addressing our shared
concerns and would represent the views of the investment community.

         We look forward to working with you on a mutually acceptable standstill
agreement with the goal of having you join the Board. If you have any questions,
please do not hesitate to call.

                                             Best regards,

                                             /s/ Craig G. Blunden

                                             Craig G. Blunden
                                             Chairman of the Board

CGB/sm

<PAGE>
CUSIP No. 743868101                                         Page 30 of 54 Pages


                                    EXHIBIT B

                                    AGREEMENT

         THIS AGREEMENT (the "Agreement") is made as of _________, 2002 by and
among Provident Financial Holdings, Inc., a Delaware corporation (the
"Company"), Provident Savings Bank, F.S.B., a federally chartered stock savings
bank ("Savings Bank"), and JAM Partners, L.P. including also JAM Special
Opportunities Fund, L.P., JAM Managers, L.L.C. and Seymour M. Jacobs; Endicott
Partners L. P. including also Endicott Partners II, L.P., Endicott Offshore
Investors, Ltd., W.R. Endicott, L.L.C., W.R. Endicott II, L.L.C., Endicott
Management Co., Wayne K. Goldstein and Robert I. Usdan; and Gene F. Gaines
(collectively, the "Investors").

                                    RECITALS

         WHEREAS, the Investors have notified the Company that they wish to
nominate certain persons for election to the Company's Board of Directors at the
Company's Annual Meeting of Stockholders (the "Annual Meeting"); and

         WHEREAS, the Investors have determined that their and the Company's
best interests would be served by (i) the Investors not engaging in a
solicitation of proxies for the Annual Meeting for the election of the
Investors' nominees in opposition to nominees of the Board of Directors (a
"Proxy Contest"), (ii) the nomination of the Investors' representative to the
Boards of Directors of the Company and the Savings Bank as provided herein and
(iii) the other arrangements set forth herein; and

         WHEREAS, the Company has determined that the best interests of the
Company and its stockholders would be served by (i) the Investors not engaging
in a Proxy Contest for the Annual Meeting, (ii) the nomination of the Investors'
representative to the Boards of Directors of the Company and the Savings Bank as
provided herein and (iii) the other arrangements set forth herein.

         NOW, THEREFORE, in consideration of the promises, mutual covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, and intending to be legally bound hereby, each of the parties hereby
agree as follows:

                                       I.

                                 REPRESENTATIONS

1.    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. The Investors represent
      and warrant to the Company as follows:

      a.    Such Investors have the requisite legal power and authority to
            execute, deliver and carry out this Agreement and the execution and
            delivery of this Agreement by the Investors has been duly authorized
            by the principals to which an Investor or the Investors is a party.
            Such Investors have taken all necessary legal action to authorize
            the execution, delivery and performance of this Agreement and the
            transactions contemplated hereby.

      b.    This Agreement has been duly and validly authorized, executed and
            delivered by such

<PAGE>
CUSIP No. 743868101                                         Page 31 of 54 Pages

            Investor or by the principals to which an Investor or the Investors
            is a party and constitutes a valid and binding obligation of the
            Investors, enforceable in accordance with its terms. The performance
            of the terms of this Agreement shall not constitute a violation of
            any limited partnership agreement, by-laws or any agreement or
            instrument to which an Investor or the Investors is a party.

      c.    There are no other persons who, by reason of their personal,
            business, professional or other arrangement with an Investor or the
            Investors, whether written or oral and whether existing as of the
            date hereof or in the future, have agreed, explicitly or implicitly,
            to take any action on behalf of or in lieu of an Investor or the
            Investors that would otherwise be prohibited by this Agreement.

      d.    The Investors and their affiliates beneficially own an aggregate of
            417,150 [Confirm] shares of the Company's common stock, $0.01 par
            value per share (the "Common Stock"). The Investors and their
            affiliates do not beneficially own any equity or debt securities of
            the Company or any subsidiary, other than the foregoing.

2.    REPRESENTATIONS AND WARRANTS OF THE COMPANY AND THE SAVINGS BANK. The
      Company and the Savings Bank represents and warranties to the Investors as
      follows:

      a.    The Company is duly organized and validly existing and in good
            standing under the laws of the State of Delaware and the Savings
            Bank is duly organized and validly existing and in good standing
            under the laws of the United States, and have the requisite
            corporate power and authority to execute, deliver and carry out this
            Agreement, and have taken all necessary corporate action to
            authorize the execution, delivery and performance of this Agreement
            and the transactions contemplated hereby.

      b.    This Agreement has been duly and validly authorized, executed and
            delivered by the Company the Savings Bank and constitutes a valid
            and binding agreement of the Company and the Savings Bank,
            enforceable in accordance with its terms.

                                      II.

                        BOARD OF DIRECTORS AND MANAGEMENT

1.    ANNUAL MEETING; INVESTOR DESIGNEE.

      a.    The Annual Meeting shall be held on ________ ___, 2002, or such
            later date as the Board of Directors may determine. The parties
            hereby agree that the slate of the nominees for election to the
            Board of Directors at the Annual Meeting to be proposed by the Board
            of Directors shall be each of the two current members of the Board
            of Directors up for reelection, namely Craig G. Blunden and Roy H.
            Taylor, and the parties hereto further agree that they shall
            nominate, recommend and support such slate at the Annual Meeting and
            shall vote, and shall cause their affiliates to vote, all shares of
            Common Stock or proxies which they are entitled to vote in favor of
            the election of such nominees at the Annual Meeting.

      b.    The Company and the Savings Bank each shall promptly commence action
            necessary to

<PAGE>
CUSIP No. 743868101                                         Page 32 of 54 Pages


            increase the size of their respective Boards of Directors from seven
            to eight members and to nominate, recommend and support for election
            at the Annual Meeting one representative of the Investors (the
            "Investor Designee"), namely Seymour M. Jacobs, to the Board of
            Directors of the Company and the Savings Bank for a term to expire
            at the _____ Annual Meeting of Shareholders.

      c.    While serving as director, the Investor Designee shall have the same
            legal duties and responsibilities and the same rights and privileges
            as the other nonemployee directors of the Company and the Savings
            Bank, including without limitation, with respect to expense
            reimbursement, director compensation, notice, indemnification,
            confidentiality, trading blackouts and other trading restrictions
            and access to Company and Savings Bank information and personnel.

2.    OTHER OBLIGATIONS. The Investors shall not engage in any solicitation of
      proxies in connection with the Annual Meeting. If, at any time after the
      date hereof, the Investors and their affiliates beneficially own less than
      264,800 shares of Common Stock, at the Company's option, the Investors
      shall cause the Investor Designee to immediately thereafter resign from
      the Boards of Directors of each of the Company and the Savings Bank. The
      Investors agree to provide the Company with reasonable evidence of the
      number of shares of Common Stock and other securities of the Company and
      its subsidiaries beneficially owned by them, upon request of the Company
      from time to time following the election of the Investor Designee to the
      Board.

                                      III.

                         STANDSTILL AND VOTING AGREEMENT

1.    STANDSTILL PROVISIONS. The Investors agree that, for so long as the
      Investor Designee serves on the Board of Directors of either the Company
      or the Savings Bank, and for three months thereafter (it being understood,
      in the case of resignation, that such three month period shall commence
      upon the date the Company receives notice of resignation from such
      boards), without the Company's prior written consent, no Investor shall:

      a.    acquire, announce an intention to acquire, offer or propose to
            acquire, or agree to acquire, directly or indirectly, by purchase or
            otherwise, beneficial ownership of any Common Stock, or direct or
            indirect rights to options to acquire (through purchase, exchange,
            conversion or otherwise) any Common Stock, if, immediately after any
            such acquisition, the Investors would beneficially own, in the
            aggregate, Common Stock representing more than 9.9% of the
            outstanding Common Stock;

      b.    solicit proxies (or written consents) or assist or participate in
            any other way, directly or indirectly, in any solicitation of
            proxies (or written consents), or otherwise become a "participant"
            in a "solicitation," or assist any "participant" in a "solicitation"
            (as such terms are defined in Rule l4a-l of Regulation 14A and
            Instruction 3 of Item 4 of Schedule 14A, respectively, under the
            Securities Exchange Act of 1934, as amended (the "Exchange Act")) in
            opposition to the recommendation or proposal of the Company's Board
            or Directors, or recommend or request or induce or attempt to induce
            any other person to take any such actions, or seek to advise,
            encourage or influence any other person with respect to the voting
            of (or the execution of a written consent in respect of) the Common
            Stock of the Company, or execute any written

<PAGE>
CUSIP No. 743868101                                         Page 33 of 54 Pages


            consent in lieu of a meeting of the holders of the Common Stock of
            the Company or grant a proxy with respect to the voting of the
            Common Stock of the Company to any person other than to the Board of
            Directors of the Company;

      c.    initiate, propose, submit, encourage or otherwise solicit
            stockholders of the Company for the approval of one or more
            stockholder proposals or induce or attempt to induce any other
            person to initiate any stockholder proposal, or seek election to or
            seek to place a representative or other affiliate or nominee on the
            Company's Board or Directors or seek removal of any member of the
            Company's Board of Directors;

      d.    make any statement or proposal, whether written or oral, to the
            Board of Directors of the Company, or to any director, officer or
            agent of the Company, or make any public announcement or proposal
            whatsoever with respect to a merger, acquisition of control or other
            business combination, sale or transfer of assets, recapitalization,
            dividend, share repurchase, liquidation or other extraordinary
            corporate transaction with the Company or any other transaction
            which could result in a change of control, or solicit or encourage
            any other person to make any such statement or proposal;

      e.    form, join or in any way participate in a "group" (within the
            meaning of Section 13(d)(3) of the Exchange Act) for the purpose of
            acquiring, holding, voting or disposing of any securities of the
            Company, other than the group which the Investors is a member of as
            of the date hereof;

      f.    vote for any nominee or nominees for election to the Board of
            Directors of the Company, other than those nominated or supported by
            the Company's Board of Directors, and no Investor other than as
            provided herein shall consent to become a nominee for election as a
            Director of the Company:

      g.    deposit any Common Stock into a voting trust or subject any Common
            Stock to any arrangement or agreement with respect to the voting of
            any Common Stock other than this Agreement;

      h.    execute any written consent with respect to the Company, except in
            accordance with Section III.3;

      i.    otherwise act, alone or in concert with others, to seek to exercise
            any control over the management, Board of Directors or policies of
            the Company;

      j.    make a public request to the Company (or its directors, officers,
            shareholders, employees or agents) to amend or waive any provisions
            of this Agreement, the Certificate of Incorporation or Bylaws of the
            Company, including without limitation any public request to permit
            the Investors or any other person to take any action in respect of
            the matters referred to in this Section III.1;

      k.    take any action which might require the Company to make a public
            announcement regarding the possibility of any transaction referred
            to in paragraph (d) above or similar transaction or, advise, assist
            or encourage any other persons in connection with the foregoing; or


<PAGE>
CUSIP No. 743868101                                         Page 34 of 54 Pages


      l.    disclose publicly, or privately in a manner that could reasonably be
            expected to become public, any intention, plan or arrangement
            inconsistent with the foregoing;

provided that nothing in this Section III.1 shall prohibit any person who is
serving as a director of the Company as contemplated herein from, solely in his
or her capacity as such director, (a) taking any action or making any statement
at any meeting of the Board of Directors or of any committee thereof; (b) making
any statement to any director, officer or agent of the Company, or (c) making
any statement or disclosure required under the federal securities laws or other
applicable laws and provided, further, that nothing in this Section shall
restrict any private communications between the Investors and the Investor
Designee, provided that all such communications by such person remain subject to
the fiduciary duties of such person as a director and the other obligations
contained in this Agreement.

2.    TRANSFER LIMITATIONS. The Investors agree that, for so long as the
      Investor Designee serves on the Board of Directors of either the Company
      or the Savings Bank, and for three months thereafter (it being understood,
      in the case of resignation, that such three month period shall commence
      upon the date the Company receives notice of resignation from such
      boards):

      a.    Without the Company's prior written consent, which may not
            unreasonably be withheld, no Investor shall, directly or indirectly,
            sell, transfer or otherwise dispose of any interest in the Investors
            shares, provided, that the Investors may transfer the investors'
            shares: (i) to any person who the Investors believe, after due
            inquiry, would beneficially own immediately after any such sale or
            transfer less than 5% of the outstanding Common Stock; (ii) to any
            person who the Investors believe, after due inquiry, would be
            entitled to report beneficial ownership of Common Stock on Schedule
            13G under the Exchange Act; (iii) in a registered broad-distribution
            underwritten public offering; (iv) to the Company; (v) pursuant to
            any tender offer or exchange offer which is recommended by the Board
            of Directors of the Company; (vi) to any other person who enters
            into a standstill agreement with the Company on terms and conditions
            substantially equivalent to those in this Agreement; (vii) to any
            corporation, partnership or other entity wholly-owned by the
            Investors or to any other Investor; or (viii) to any trust the sole
            beneficiaries of which are family members or any charitable trust or
            charitable foundation established by the Investors, provided that
            such trust, charitable trust or charitable foundation either (y)
            enters into a standstill agreement with the Company containing terms
            and conditions substantially equivalent to those in this Agreement
            or (z) is and remains during the term of this Agreement an affiliate
            of an Investor.

      b.    In the event of any proposed sale or transfer of shares of Common
            Stock (other than as described in 2(a)(vii or viii above)), such
            Investor shall give written notice to the Company of such proposed
            sale and the bona fide terms on which the sale is proposed to be
            made. For these purposes, such notice may state an intention of the
            Investor to sell into the public market at the market price
            prevailing on the date of sale. The Company, and if the Company is
            unable or unwilling to make such purchase, the then current members
            of the Board of Directors, shall have a right of first refusal on
            such shares to buy some or all of them at the price and terms stated
            in the notice, which may be exercised no later than seven days from
            the date of notice. If all of such shares are not purchased by the
            Company or the members of the Board of Directors, the Investor may
            sell them to the third party (subject to the limitations in 2(a)
            above) at the price and terms stated in the notice, at any time
            within the 30 days following the failure of the

<PAGE>
CUSIP No. 743868101                                         Page 35 of 54 Pages


            Company or the Board of Directors to exercise its option.

      3.    VOTING. The Investors agree that, during the term specified in III.2
            above, for so long as the Investors beneficially own any Common
            Stock, the Investors will (a) be present, in person or represented
            by proxy, at all shareholder meetings of the Company so that all
            Common Stock beneficially owned by the Investors may be counted for
            the purpose of determining the presence of a quorum at such meetings
            and (b) with respect to the election of directors, vote or consent,
            or cause to be voted or a consent to be given, with respect to all
            Common Stock beneficially owned by the Investors on all matters
            submitted to shareholders for a vote or consent in the same
            proportion as Common Stock are voted by holders unaffiliated with
            the Investors.

                                      IV.

                              ADDITIONAL AGREEMENTS

1.    PRESS RELEASE. Upon the effectiveness of this Agreement, the Company shall
      issue a press release in a form that shall have been previously approved
      by the Investors, such approval not to be unreasonably withheld. Neither
      the Company nor the Investors nor any of their affiliates, associates or
      representatives shall issue any other press release or other publicly
      available document that is inconsistent with, or is otherwise contrary to,
      the statements in such Company press release. The Company shall make all
      filings with the Securities Exchange Commission ("SEC") appropriate in
      connection with the execution of this Agreement, including a Current
      Report on Form 8-K.

2.    WITHDRAWAL OF NOTICES. The Investors hereby withdraw their request made by
      letters dated May 29, 2002 and July 11, 2002 giving notice to the Company
      of the Investors' wish to nominate directors at the Annual Meeting. The
      Investors hereby withdraw the letter of August 16, 2002 from Mr. Jacobs to
      the Company's Board of Directors requesting, among other things, a list of
      the Company's shareholders. The Investors agree to promptly amend their
      Schedule 13D filing to reflect, as appropriate, the substance of this
      Agreement and that their intention no longer involves a change in the
      Board of Directors or management of the Company except as specified in
      this Agreement.

3.    CHALLENGES TO AGREEMENT; DISPARAGING REMARKS. Each party hereto shall not,
      and shall use its best efforts to cause each of its affiliates, associates
      and representatives not to, challenge the validity of any provisions of
      this Agreement. In the event that any part of this Agreement or any
      transaction contemplated hereby is temporarily, preliminarily or
      permanently enjoined or restrained by a court of competent jurisdiction,
      the parties hereto shall use their reasonable best efforts to cause any
      such injunction or restraining order to be vacated or dissolved or
      otherwise declared or determined to be of no further force or effect.
      During the term of this Agreement, each of the Investors agrees not to
      make any public statement or comment or private statement or comment which
      could reasonably be expected to become public which could in any way be
      deemed to diminish the reputation of or otherwise disparage the Company,
      the Savings Bank, or or any subsidiary or the Board of Directors of the
      Company or any subsidiary or any of the directors or officers of the
      Company or any subsidiary; PROVIDED, HOWEVER, this section shall in no way
      (i) estop either party from making factual statements which are reasonably
      necessary or appropriate in the ordinary course of its business or (ii)
      limit the ability of any party to pursue any remedy under this Agreement
      or otherwise.


<PAGE>
CUSIP No. 743868101                                         Page 36 of 54 Pages


4.    SPECIFIC PERFORMANCE. The Company and the Investors acknowledge and agree
      that in the event of any breach of this Agreement, the non-breaching party
      would be irreparably harmed and could not be made whole by monetary
      damages. It is accordingly agreed that the Company and the Investors, in
      addition to any other remedy to which they may be entitled at law or in
      equity, shall be entitled to an injunction or injunctions to prevent
      breaches of this Agreement and/or to compel specific performance of this
      Agreement in any action instituted in any federal court of the United
      States having subject matter jurisdiction.

5.    MATERIAL NONPUBLIC INFORMATION. In connection with this Agreement and the
      Investors' ongoing relationship with the Company, there may be instances
      in which material nonpublic information concerning either the Company or
      the Savings Bank will be divulged to the Investors by the Company, the
      investor Designee, or other Investor representatives or agents. The
      Investors and their representatives expressly acknowledge that federal and
      state securities laws prohibit any person who misappropriates material
      nonpublic information about a company from purchasing or selling
      securities of such company, or from communicating such information to any
      other person under circumstances in which it is reasonably foreseeable
      that such person is likely to purchase or sell such securities. The
      Investors and the Investor Designee acknowledge that the Investor Designee
      will be subject to the Company's insider trading and disclosure policies,
      as in effect from time to time, at any time while he is on the Company or
      the Savings Bank's Boards of Directors to the same extent as the other
      directors of the Company and the Savings Bank. To the extent SEC
      Regulation FD may apply, in accordance with Section 243.100 (2)(ii) of
      Regulation FD, the Investors expressly agree to maintain material
      nonpublic information concerning the Company and the Savings Bank in
      confidence.

                                       V.

                                  MISCELLANEOUS

1.    ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
      the parties with respect to the subject matter hereof and may be amended
      only by an agreement in writing executed by all the parties hereto.

2.    HEADINGS. Descriptive headings are for convenience only and shall not
      control or affect the meaning or construction of any provision of this
      Agreement.

3.    COUNTERPARTS. For the convenience of the parties, any number of
      counterparts of this Agreement may be executed by the parties, and each
      such executed counterpart shall be an original instrument.

4.    NOTICES. All notices, consents, requests, instructions, approvals and
      other communications provided for in this Agreement and all legal
      processes in regard to this Agreement shall be validly given, made or
      served, if in writing and delivered personally, by hand or by telecopy, or
      sent by registered mail postage paid:

               if to the Company or the Savings Bank at:

                        Provident Financial Holdings, Inc.
                        3756 Central Avenue
<PAGE>
CUSIP No. 743868101                                         Page 37 of 54 Pages


                        Riverside, CA 92506
                        Attn: Craig G. Blunden
                        Fax:(909) 686-6060

               with a copy, which shall not constitute notice, to:

                        Breyer & Associates PC
                        8180 Greensboro Drive, Suite 785
                        McLean, Virginia 22102
                        Attn: John F. Breyer, Jr.
                        Fax:(703) 883-1 100

               and if to the Investors as follows:

                        If to JAM/Jacobs:

                        Mr. Seymour M. Jacobs
                        One Fifth Avenue
                        New York, New York 10003
                        Fax:(212) 271-5525

                        If to Endicott Partners and related entities:

                        Mr. Wayne K. Goldstein
                        237 Park Avenue, Suite 801
                        New York, New York 10017
                        Fax:(212) 808-3768

                        If to Mr. Gene F. Gaines:

                        1018 Second Street, Unit 1
                        Santa Monica, California 90403
                        Fax:(310) 458-4508

               with a copy, which shall not constitute notice, to:

                        Foley & Lardner
                        One IBM Plaza, Suite 3300
                        330 North Wabash Avenue
                        Chicago, IL 60611-3608
                        Attn: Phillip M. Goldberg
                        Fax:(312) 755-1925

         or to such other address or telecopy number as any party may, from time
to time, designate in a written notice given in a like manner. Notice given by
hand or by telecopy shall be deemed given on the date on which so hand delivered
or telecopied. Notice given by mail as set out above shall be deemed delivered
five business days after the date the same is postmarked.

5.    SUCCESSORS AND ASSIGNS. This Agreement shall bind the successors and
      assigns of the

<PAGE>
CUSIP No. 743868101                                         Page 38 of 54 Pages


      parties, and inure to the benefit of any successor or assign of any of the
      parties; PROVIDED, HOWEVER, that no party may assign this Agreement
      without the other party's prior written consent.

6.    GOVERNING LAW. This Agreement shall be governed by and constricted and
      enforced in accordance with the internal laws of the State of Delaware,
      without giving effect to the conflict of the laws principles thereof.

7.    CERTAIN TERMS. As used herein, (i) the terms "affiliate" and "associate"
      shall have the meanings set forth in Rule 2b-2 under the Exchange Act, and
      (ii) "beneficial ownership" shall mean beneficial ownership as determined
      under Rule l3d-3 under the Exchange Act.

8.    SURVIVAL OF REPRESENTATIONS. All representations, warranties and
      agreements made by the Investors and the Company in this Agreement or
      pursuant hereto shall survive the date hereof through the term of this
      Agreement.

9.    CONSENT TO SERVICE. Each of the parties hereto hereby consents to the
      personal jurisdiction of the United States District Court for the Central
      District of California, Riverside Branch, or if jurisdiction does not lie
      in the federal court, then the California Superior Court for the County of
      Riverside, in any action, suit or proceeding arising under this Agreement
      and each agrees further that service of process or notice in any action,
      suit or proceeding shall be effective if given in the manner set forth in
      Section V.4 hereof.

10.   NO WAIVER. Any waiver by any party of a breach of any provision of this
      Agreement shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Agreement. The failure of a party to insist upon strict adherence to any
      term of this Agreement on one or more occasions shall not be considered a
      waiver or deprive that party of the right thereafter to insist upon strict
      adherence to that term or any other term of this Agreement.

                               [SIGNATURES FOLLOW]

<PAGE>
CUSIP No. 743868101                                         Page 39 of 54 Pages


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first referred to above.

                                    Provident Financial Holdings, Inc.

                                    By:
                                       -----------------------------------------
                                        Craig G. Blunden
                                    Its:Chairman of the Board


                                    Provident Savings Bank, F.S.B.

                                    By:
                                       -----------------------------------------
                                        Craig G. Blunden
                                    Its:Chairman of the Board


                                    JAM Partners, L.P.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        General Partner


                                    JAM Special Opportunities Fund, L.P.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        General Partner


                                    JAM Managers, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        Managing Member


                                    Endicott Partners, L.P.


                                    By:
                                       -----------------------------------------
                                        W.R. Endicott, L.L.C.
                                        General Partner

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member
<PAGE>
CUSIP No. 743868101                                         Page 40 of 54 Pages

                                    Endicott Partners II, L.P.


                                    By:
                                       -----------------------------------------
                                        W.R. Endicott, L.L.C.
                                        General Partner

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    Endicott Offshore Investors, Ltd.


                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Director


                                    W.R. Endicott, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    W.R. Endicott II, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    Endicott Management Co.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        President


                                    Seymour M. Jacobs

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs


                                    Wayne K. Goldstein

                                    By:
                                       -----------------------------------------
                                        Wayne K. Goldstein
<PAGE>
CUSIP No. 743868101                                         Page 41 of 54 Pages


                                    Robert I. Usdan

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan


                                    Gene F. Gaines

                                    By:
                                       -----------------------------------------
                                        Gene F. Gaines


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>4
<FILENAME>slp399b.txt
<DESCRIPTION>COMPANY COMMUNICATION
<TEXT>
CUSIP No. 743868101                                         Page 42 of 54 Pages


                                                                       EXHIBIT 7


From: Blunden, Craig [mailto:cblunden@myprovident.com]
Sent: Tuesday, October 22, 2002 2:03 PM
To: 'sy@jampartners.com'
Subject: Revised Standstill

Sy-
I was in the middle of reviewing the revised Standstill Agreement using many of
the changes you had suggested in our last phone call. I had sent your comments
to our Board members for their review and comment. After I had their comments, I
called our Attorney and asked that he make the changes from our comments. He did
that and I just have finished reviewing them. I believe they cover many of your
concerns. I have not read your letter sent today as yet as I wanted to finish
this first. Even though my Board has not seen this draft, I believe it covers
their concerns.
If you have a problem opening any of the attachments, please don't hesitate to
call.
Craig

 <<standstill-10-22-02-clean.pdf>>  <<STANDSTILL-10-22-COMP.pdf>>
<<standstill-agreement-Memo-revisions-1021-02.pdf>>


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<PAGE>
CUSIP No. 743868101                                         Page 43 of 54 Pages


                                    AGREEMENT


         THIS AGREEMENT (the "Agreement") is made as of_________ , 2002 by and
among Provident Financial Holdings, Inc., a Delaware corporation (the
"Company"), Provident Savings Bank, F.S.B., a federally chartered stock savings
bank ("Savings Bank"), and JAM Partners, L.P. including also JAM Special
Opportunities Fund, L.P., JAM Managers, L.L.C. and Seymour M. Jacobs; Endicott
Partners L. P. including also Endicott Partners II, L.P., Endicott Offshore
Investors, Ltd., W.R. Endicott, L.L.C., W.R. Endicott II, L.L.C., Endicott
Management Co., Wayne K. Goldstein and Robert I. Usdan (collectively, the
"Investors").

                                    RECITALS

         WHEREAS, the Investors have notified the Company that they wish to
nominate certain persons for election to the Company's Board of Directors at the
Company's Annual Meeting of Stockholders to be held in connection with its year
fiscal ended June 30, 2002 (the "Annual Meeting"); and

         WHEREAS, the Investors have determined that their and the Company's
best interests would be served by (i) the Investors not engaging in a
solicitation of proxies for the Annual Meeting for the election of the
Investors' nominees in opposition to nominees of the Board of Directors (a
"Proxy Contest"), (ii) the nomination of the Investors' representative to the
Boards of Directors of the Company and the Savings Bank as provided herein and
(iii) the other arrangements set forth herein; and

         WHEREAS, the Company has determined that the best interests of the
Company and its stockholders would be served by (i) the Investors not engaging
in a Proxy Contest for the Annual Meeting, (ii) the nomination of the Investors'
representative to the Boards of Directors of the Company and the Savings Bank as
provided herein and (iii) the other arrangements set forth herein.

         NOW, THEREFORE, in consideration of the promises, mutual covenants and
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties
hereto, and intending to be legally bound hereby, each of the parties hereby
agree as follows:

                                       I.

                                 REPRESENTATIONS

1.    REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. The Investors represent
      and warrant to the Company as follows:

      a.    Such Investors have the requisite legal power and authority to
            execute, deliver and carry out this Agreement and the execution and
            delivery of this Agreement by the Investors has been duly authorized
            by the principals to which an Investor or the Investors is a party.
            Such Investors have taken all necessary legal action to authorize
            the execution, delivery and performance of this Agreement and the
            transactions contemplated hereby.


<PAGE>
CUSIP No. 743868101                                         Page 44 of 54 Pages


      b.    This Agreement has been duly and validly authorized, executed and
            delivered by such Investor or by the principals to which an Investor
            or the Investors is a party and constitutes a valid and binding
            obligation of the Investors, enforceable in accordance with its
            terms. The performance of the terms of this Agreement shall not
            constitute a violation of any limited partnership agreement, by-laws
            or any agreement or instrument to which an Investor or the Investors
            is a party.

      c.    There are no other persons who, by reason of their personal,
            business, professional or other arrangement with an Investor or the
            Investors, whether written or oral and whether existing as of the
            date hereof or in the future, have agreed, explicitly or implicitly,
            to take any action on behalf of or in lieu of an Investor or the
            Investors that would otherwise be prohibited by this Agreement.

      d.    The Investors and their affiliates beneficially own an aggregate of
            417,150 [Confirm] shares of the Company's common stock, $0.01 par
            value per share (the "Common Stock"). The Investors and their
            affiliates do not beneficially own any equity or debt securities of
            the Company or any subsidiary, other than the foregoing.

2.    REPRESENTATIONS AND WARRANTS OF THE COMPANY AND THE SAVINGS BANK. The
      Company and the Savings Bank represents and warranties to the Investors as
      follows:

      a.    The Company is duly organized and validly existing and in good
            standing under the laws of the State of Delaware and the Savings
            Bank is duly organized and validly existing and in good standing
            under the laws of the United States, and have the requisite
            corporate power and authority to execute, deliver and carry out this
            Agreement, and have taken all necessary corporate action to
            authorize the execution, delivery and performance of this Agreement
            and the transactions contemplated hereby.

      b.    This Agreement has been duly and validly authorized, executed and
            delivered by the Company the Saving Bank and constitutes a valid and
            binding agreement of the Company and the Savings Bank, enforceable
            in accordance with its terms.

                                      II.

                        BOARD OF DIRECTORS AND MANAGEMENT

1.    ANNUAL MEETING; INVESTOR DESIGNEE.

      a.    The Annual Meeting shall be held on ___________, 2002, or such later
            date as the Board of Directors may determine. The parties hereby
            agree that the slate of the nominees for election to the Board of
            Directors at the Annual Meeting to be proposed by the Board of
            Directors shall be each of the two current members of the Board of
            Directors up for reelection, namely Craig G. Blunden and Roy H.
            Taylor, and one representative of the Investors (the "Investor
            Designee"), namely Seymour M. Jacobs, each for a term of three
            years, and the parties hereto further agree that they shall
            nominate, recommend and support such slate at the Annual Meeting and
            shall vote, and shall cause their affiliates to vote, all shares of
            Common Stock or proxies which they are entitled to vote in favor of
            the election of such nominees at the Annual Meeting.


<PAGE>
CUSIP No. 743868101                                         Page 45 of 54 Pages


            The Company and the Savings Bank shall take the necessary action to
            increase the size of the respective Boards of Directors from seven
            to eight members in connection with the nomination of the Investor
            Designee.

      b.    While serving as director, the Investor Designee shall have the same
            legal duties and responsibilities and the same rights and privileges
            as the other nonemployee directors of the Company and the Savings
            Bank, including without limitation, with respect to expense
            reimbursement, director compensation, notice, indemnification,
            confidentiality, trading blackouts and other trading restrictions
            and access to Company and Savings Bank information and personnel.

      c.    The Investor Designee shall be entitled to receive reimbursement for
            all reasonable business related expenses incurred by the Investor
            Designee in attending meetings of the Board of Directors, PROVIDED,
            HOWEVER, that the Investor Designee properly accounts for such
            expenses and utilizes the most economical form of transportation and
            lodging available. Notwithstanding the foregoing, in no event shall
            such expenses exceed $______ per year.

2.    OTHER OBLIGATIONS. The Investors shall not engage in any solicitation of
      proxies in connection with the Annual Meeting. If, at any time after the
      date hereof, the Investors and their affiliates beneficially own less than
      264,800 shares of Common Stock, at the Company's option, the Investors
      shall cause the Investor Designee to immediately thereafter resign from
      the Boards of Directors of each of the Company and the Savings Bank. The
      Investors agree to provide the Company with reasonable evidence of the
      number of shares of Common Stock and other securities of the Company and
      its subsidiaries beneficially owned by them, upon request of the Company
      from time to time following the election of the Investor Designee to the
      Board.

                                      III.

                         STANDSTILL AND VOTING AGREEMENT

1.    STANDSTILL PROVISIONS. The Investors agree that, for a period commencing
      on the date of this Agreement and continuing until the lesser of: (1)
      three years from the date of this Agreement or (2) so long as the Investor
      Designee serves on the Board of Directors of either the Company or the
      Savings Bank, and for three months thereafter (it being understood, in the
      case of resignation, that such three month period shall commence upon the
      date the Company receives notice of resignation from such boards), without
      the Company's prior written consent, no Investor shall:

      a.    acquire, announce an intention to acquire, offer or propose to
            acquire, or agree to acquire, directly or indirectly, by purchase or
            otherwise, beneficial ownership of any Common Stock, or direct or
            indirect rights to options to acquire (through purchase, exchange,
            conversion or otherwise) any Common Stock, if, immediately after any
            such acquisition, the Investors would beneficially own, in the
            aggregate, Common Stock representing more than 9.9% of the
            outstanding Common Stock;

      b.    solicit proxies (or written consents) or assist or participate in
            any other way, directly or indirectly, in any solicitation of
            proxies (or written consents), or otherwise become a "participant"
            in a "solicitation," or assist any "participant" in a "solicitation"
            (as such

<PAGE>
CUSIP No. 743868101                                         Page 46 of 54 Pages


            terms are defined in Rule 14a-l of Regulation 14A and Instruction 3
            of Item 4 of Schedule 14A, respectively, under the Securities
            Exchange Act of 1934, as amended (the "Exchange Act")) in opposition
            to the recommendation or proposal of the Company's Board or
            Directors, or recommend or request or induce or attempt to induce
            any other person to take any such actions, or seek to advise,
            encourage or influence any other person with respect to the voting
            of (or the execution of a written consent in respect of) the Common
            Stock of the Company, or execute any written consent in lieu of a
            meeting of the holders of the Common Stock of the Company or grant a
            proxy with respect to the voting of the Common Stock of the Company
            to any person other than to the Board of Directors of the Company;

      c.    initiate, propose, submit, encourage or otherwise solicit
            stockholders of the Company for the approval of one or more
            stockholder proposals or induce or attempt to induce any other
            person to initiate any stockholder proposal, or seek election to or
            seek to place a representative or other affiliate or nominee on the
            Company's Board or Directors or seek removal of any member of the
            Company's Board of Directors;

      d.    make any statement or proposal, whether written or oral, to the
            Board of Directors of the Company, or to any director, officer or
            agent of the Company (which restriction shall not be applicable to
            the Investor Designee) or make any public announcement or proposal
            whatsoever with respect to a merger, acquisition of control or other
            business combination, sale or transfer of assets, recapitalization,
            dividend, share repurchase, liquidation or other extraordinary
            corporate transaction with the Company or any other transaction
            which could result in a change of control, or solicit or encourage
            any other person to make any such statement or proposal;

      e.    form, join or in any way participate in a "group" (within the
            meaning of Section 1 3(d)(3) of the Exchange Act) for the purpose of
            acquiring, holding, voting or disposing of any securities of the
            Company, other than the group which the Investors is a member of as
            of the date hereof;

      f.    vote for any nominee or nominees for election to the Board of
            Directors of the Company, other than those nominated or supported by
            the Company's Board of Directors, and no Investor other than as
            provided herein shall consent to become a nominee for election as a
            Director of the Company;

      g.    deposit any Common Stock into a voting trust or subject any Common
            Stock to any arrangement or agreement with respect to the voting of
            any Common Stock other than this Agreement;

      h.    execute any written consent with respect to the Company, except in
            accordance with Section III.3;

      i.    otherwise act, alone or in concert with others, to seek to exercise
            any control over the management, Board of Directors or policies of
            the Company;

      j.    make a public request to the Company (or its directors, officers,
            shareholders, employees or agents) to amend or waive any provisions
            of this Agreement, the Certificate of Incorporation or Bylaws of the
            Company, including without limitation

<PAGE>
CUSIP No. 743868101                                         Page 47 of 54 Pages


            any public request to permit the Investors or any other person to
            take any action in respect of the matters referred to in this
            Section III.1;

      k.    take any action which might require the Company to make a public
            announcement regarding the possibility of any transaction referred
            to in paragraph (d) above or similar transaction or, advise, assist
            or encourage any other persons in connection with the foregoing; or

      l.    disclose publicly, or privately in a manner that could reasonably be
            expected to become public, any intention, plan or arrangement
            inconsistent with the foregoing;

provided that nothing in this Section III.1 shall prohibit any person who is
serving as a director of the Company as contemplated herein from, solely in his
or her capacity as such director, (a) taking any action or making any statement
at any meeting of the Board of Directors or of any committee thereof; (b) making
any statement to any director, officer or agent of the Company, or (c) making
any statement or disclosure required under the federal securities laws or other
applicable laws and provided, further, that nothing in this Section shall
restrict any private communications between the Investors and the Investor
Designee, provided that all such communications by such person remain subject to
the fiduciary duties of such person as a director and the other obligations
contained in this Agreement.

2.    TRANSFER LIMITATIONS. The Investors agree that, for so long as the
      Investor Designee serves on the Board of Directors of either the Company
      or the Savings Bank, and for three months thereafter (it being understood,
      in the case of resignation, that such three month period shall commence
      upon the date the Company receives notice of resignation from such
      boards):

      a.    Without the Company's prior written consent, which may not
            unreasonably be withheld, no Investor shall, directly or indirectly,
            sell, transfer or otherwise dispose of any interest in the Investors
            shares, provided, that the Investors may transfer the Investors'
            shares: (i) to any person who the Investors believe, to the best of
            their actual knowledge, would beneficially own immediately after any
            such sale or transfer less than 5% of the outstanding Common Stock;
            (ii) to any person who the Investors believe, after due inquiry,
            would be entitled to report beneficial ownership of Common Stock on
            Schedule 13G under the Exchange Act; (iii) in a registered
            broad-distribution underwritten public offering; (iv) to the
            Company; (v) pursuant to any tender offer or exchange offer which is
            recommended by the Board of Directors of the Company; (vi) to any
            other person who enters into a standstill agreement with the Company
            on terms and conditions substantially equivalent to those in this
            Agreement; (vii) to any corporation, partnership or other entity
            wholly-owned by the Investors or to any other Investor; or (viii) to
            any trust the sole beneficiaries of which are family members or any
            charitable trust or charitable foundation established by the
            Investors, provided that such trust, charitable trust or charitable
            foundation either (y) enters into a standstill agreement with the
            Company containing terms and conditions substantially equivalent to
            those in this Agreement or (z) is and remains during the term of
            this Agreement an affiliate of an Investor.

3.    VOTING. The Investors agree that, during the term specified in III.2
      above, for so long as the Investors beneficially own any Common Stock, the
      Investors will (a) be present, in person or represented by proxy, at all
      shareholder meetings of the Company so that all Common Stock beneficially
      owned by the Investors may be counted for the purpose of determining the
      presence

<PAGE>
CUSIP No. 743868101                                         Page 48 of 54 Pages


      of a quorum at such meetings and (b) with respect to the election of
      directors, vote or consent, or cause to be voted or a consent to be given,
      with respect to all Common Stock beneficially owned by the Investors on
      all matters submitted to shareholders for a vote or consent in the same
      proportion as Common Stock are voted by holders unaffiliated with the
      Investors.

                                      IV.

                              ADDITIONAL AGREEMENTS

1.    PRESS RELEASE. Upon the effectiveness of this Agreement, the Company shall
      issue a press release in a form that shall have been previously approved
      by the Investors, such approval not to be unreasonably withheld. Neither
      the Company nor the Investors nor any of their affiliates, associates or
      representatives shall issue any other press release or other publicly
      available document that is inconsistent with, or is otherwise contrary to,
      the statements in such Company press release. The Company shall make all
      filings with the Securities Exchange Commission ("SEC") appropriate in
      connection with the execution of this Agreement, including a Current
      Report on Form 8-K.

2.    WITHDRAWAL OF NOTICES. The Investors hereby withdraw their request made by
      letters dated May 29, 2002 and July 11, 2002 giving notice to the Company
      of the Investors' wish to nominate directors at the Annual Meeting. The
      Investors hereby withdraw the letter of August 16, 2002 from Mr. Jacobs to
      the Company's Board of Directors requesting, among other things, a list of
      the Company's shareholders. The Investors agree to promptly amend their
      Schedule 13D filing to reflect, as appropriate, the substance of this
      Agreement and that their intention no longer involves a change in the
      Board of Directors or management of the Company except as specified in
      this Agreement.

3.    CHALLENGES TO AGREEMENT; NEGATIVE REMARKS. Each party hereto shall not,
      and shall use its best efforts to cause each of its affiliates, associates
      and representatives not to, challenge the validity of any provisions of
      this Agreement. In the event that any part of this Agreement or any
      transaction contemplated hereby is temporarily, preliminarily or
      permanently enjoined or restrained by a court of competent jurisdiction,
      the parties hereto shall use their reasonable best efforts to cause any
      such injunction or restraining order to be vacated or dissolved or
      otherwise declared or determined to be of no further force or effect.
      During the term of this Agreement, each of the Investors agrees not to
      make any public statement or comment or private statement or comment which
      is in opposition to or reflects negatively on the Company, the Savings
      Bank, or or any subsidiary or the Board of Directors of the Company or any
      subsidiary or any of the directors or officers of the Company or any
      subsidiary; PROVIDED, HOWEVER, this section shall in no way (i) estop
      either party from making factual statements which are reasonably necessary
      or appropriate in the ordinary course of its business or (ii) limit the
      ability of any party to pursue any remedy under this Agreement or
      otherwise.

4.    SPECIFIC PERFORMANCE. The Company and the Investors acknowledge and agree
      that in the event of any breach of this Agreement, the non-breaching party
      would be irreparably harmed and could not be made whole by monetary
      damages. It is accordingly agreed that the Company and the Investors, in
      addition to any other remedy to which they may be entitled at law or in
      equity, shall be entitled to an injunction or injunctions to prevent
      breaches of this Agreement and/or to compel specific performance of this
      Agreement in any action instituted in

<PAGE>
CUSIP No. 743868101                                         Page 49 of 54 Pages


      any federal court of the United States having subject matter jurisdiction.

5.    MATERIAL NONPUBLIC INFORMATION. In connection with this Agreement and the
      Investors' ongoing relationship with the Company, there may be instances
      in which material nonpublic information concerning either the Company or
      the Savings Bank will be divulged to the Investors by the Company, the
      Investor Designee, or other Investor representatives or agents. The
      Investors and their representatives expressly acknowledge that federal and
      state securities laws prohibit any person who misappropriates material
      nonpublic information about a company from purchasing or selling
      securities of such company, or from communicating such information to any
      other person under circumstances in which it is reasonably foreseeable
      that such person is likely to purchase or sell such securities. The
      Investors and the Investor Designee acknowledge that the Investor Designee
      will be subject to the Company's insider trading and disclosure policies,
      as in effect from time to time, at any time while he is on the Company or
      the Savings Bank's Boards of Directors to the same extent as the other
      directors of the Company and the Savings Bank. To the extent SEC
      Regulation FD may apply, in accordance with Section 243.100 (2)(ii) of
      Regulation FD, the Investors expressly agree to maintain material
      nonpublic information concerning the Company and the Savings Bank in
      confidence.

                                       V.

                                  MISCELLANEOUS

1.    ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of
      the parties with respect to the subject matter hereof and may be amended
      only by an agreement in writing executed by all the parties hereto.

2.    HEADINGS. Descriptive headings are for convenience only and shall not
      control or affect the meaning or construction of any provision of this
      Agreement.

3.    COUNTERPARTS. For the convenience of the parties, any number of
      counterparts of this Agreement may be executed by the parties, and each
      such executed counterpart shall be an original instrument.

4.    NOTICES. All notices, consents, requests, instructions, approvals and
      other communications provided for in this Agreement and all legal
      processes in regard to this Agreement shall be validly given, made or
      served, if in writing and delivered personally, by hand or by telecopy, or
      sent by registered mail postage paid:

               if to the Company or the Savings Bank at:

                        Provident Financial Holdings, Inc.
                        3756 Central Avenue
                        Riverside, CA 92506
                        Attn: Craig G. Blunden
                        Fax: (909) 686-6060

               with a copy, which shall not constitute notice, to:
<PAGE>
CUSIP No. 743868101                                         Page 50 of 54 Pages


                        Breyer & Associates PC
                        8180 Greensboro Drive, Suite 785
                        McLean, Virginia 22102
                        Attn: John F. Breyer, Jr.
                        Fax: (703) 883-2511

               and if to the Investors as follows:

                        If to JAM/Jacobs:

                        Mr. Seymour M. Jacobs
                        One Fifth Avenue
                        New York, New York 10003
                        Fax: (212) 271-5525

               If to Endicott Partners and related entities:

                        Mr. Wayne K. Goldstein
                        237 Park Avenue, Suite 801
                        New York, New York 10017
                        Fax: (212) 808-3768

               with a copy, which shall not constitute notice, to:

                        Foley & Lardner
                        One IBM Plaza, Suite 3300
                        330 North Wabash Avenue
                        Chicago, IL 60611-3608
                        Attn: Phillip M. Goldberg
                        Fax: (312) 755-1925

         or to such other address or telecopy number as any party may, from time
to time, designate in a written notice given in a like manner. Notice given by
hand or by telecopy shall be deemed given on the date on which so hand delivered
or telecopied. Notice given by mail as set out above shall be deemed delivered
five business days after the date the same is postmarked.

5.    SUCCESSORS AND ASSIGNS. This Agreement shall bind the successors and
      assigns of the parties, and inure to the benefit of any successor or
      assign of any of the parties; PROVIDED, HOWEVER, that no party may assign
      this Agreement without the other party's prior written consent.

6.    GOVERNING LAW. This Agreement shall be governed by and constricted and
      enforced in accordance with the internal laws of the State of Delaware,
      without giving effect to the conflict of the laws principles thereof.

7.    CERTAIN TERMS. As used herein, (i) the terms "affiliate" and "associate"
      shall have the meanings set forth in Rule 2b-2 under the Exchange Act, and
      (ii) "beneficial ownership" shall mean beneficial ownership as determined
      under Rule I 3d-3 under the Exchange Act.
<PAGE>
CUSIP No. 743868101                                         Page 51 of 54 Pages


8.    SURVIVAL OF REPRESENTATIONS. All representations, warranties and
      agreements made by the Investors and the Company in this Agreement or
      pursuant hereto shall survive the date hereof through the term of this
      Agreement.

9.    CONSENT TO SERVICE. Each of the parties hereto hereby consents to the
      personal jurisdiction of the United States District Court for the Central
      District of California, Riverside Branch, or if jurisdiction does not lie
      in the federal court, then the California Superior Court for the County of
      Riverside, in any action, suit or proceeding arising under this Agreement
      and each agrees further that service of process or notice in any action,
      suit or proceeding shall be effective if given in the manner set forth in
      Section V.4 hereof.

10.   NO WAIVER. My waiver by any party of a breach of any provision of this
      Agreement shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Agreement. The failure of a party to insist upon strict adherence to any
      term of this Agreement on one or more occasions shall not be considered a
      waiver or deprive that party of the right thereafter to insist upon strict
      adherence to that term or any other term of this Agreement.

                               [SIGNATURES FOLLOW]



<PAGE>
CUSIP No. 743868101                                         Page 52 of 54 Pages


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first referred to above.

                                    Provident Financial Holdings, Inc.

                                    By:
                                       -----------------------------------------
                                        Craig G. Blunden
                                    Its:Chairman of the Board


                                    Provident Savings Bank, F.S.B.

                                    By:
                                       -----------------------------------------
                                        Craig G. Blunden
                                    Its:Chairman of the Board


                                    JAM Partners, L.P.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        General Partner


                                    JAM Special Opportunities Fund, L.P.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        General Partner


                                    JAM Managers, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs
                                        Managing Member


                                    Endicott Partners, L.P.


                                    By:
                                       -----------------------------------------
                                        W.R. Endicott, L.L.C.
                                        General Partner

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member
<PAGE>
CUSIP No. 743868101                                         Page 53 of 54 Pages

                                    Endicott Partners II, L.P.


                                    By:
                                       -----------------------------------------
                                        W.R. Endicott, L.L.C.
                                        General Partner

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    Endicott Offshore Investors, Ltd.


                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Director


                                    W.R. Endicott, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    W.R. Endicott II, L.L.C.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        Managing Member


                                    Endicott Management Co.

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan
                                        President


                                    Seymour M. Jacobs

                                    By:
                                       -----------------------------------------
                                        Seymour M. Jacobs


                                    Wayne K. Goldstein

                                    By:
                                       -----------------------------------------
                                        Wayne K. Goldstein
<PAGE>
CUSIP No. 743868101                                         Page 54 of 54 Pages


                                    Robert I. Usdan

                                    By:
                                       -----------------------------------------
                                        Robert I. Usdan

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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