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<SEC-DOCUMENT>0000897069-02-000946.txt : 20021203
<SEC-HEADER>0000897069-02-000946.hdr.sgml : 20021203
<ACCEPTANCE-DATETIME>20021203170023
ACCESSION NUMBER:		0000897069-02-000946
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20021203
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:		02847665

	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>irm11.txt
<DESCRIPTION>SCHEDULE 13D/A
<TEXT>
CUSIP No. 743868101                                           Page 1 of 38 Pages



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20552


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)


                       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)

                                November 26, 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 38 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                       131,375
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      131,375
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 3 of 38 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                       3,000
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      3,000
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 4 of 38 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                       134,375
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      134,375
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 5 of 38 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                      5,625
       BENEFICIALLY         --------- ------------------------------------------
         OWNED BY              8      SHARED VOTING POWER
           EACH                       134,375
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       5,625
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      134,375
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 6 of 38 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                       59,550
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      59,550
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 7 of 38 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                       76,200
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      76,200
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                           Page 8 of 38 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                       64,700
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      64,700
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            CO
================================================================================

<PAGE>
CUSIP No. 743868101                                           Page 9 of 38 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                       59,550
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      59,550
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 10 of 38 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                       76,200
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      76,200
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            PN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 11 of 38 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Endicott Management Co.
- ---------- ---------------------------------------------------------------------
  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                       20,200
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      20,200
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            CO
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 12 of 38 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                       220,650
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      220,650
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            <1.0%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 13 of 38 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                       220,650
        REPORTING           --------- ------------------------------------------
          PERSON               9      SOLE DISPOSITIVE POWER
           WITH                       0
                            --------- ------------------------------------------
                               10     SHARED DISPOSITIVE POWER
                                      220,650
- ----------- --------------------------------------------------------------------
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            360,650
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================
<PAGE>
CUSIP No. 743868101                                          Page 14 of 38 Pages

========== =====================================================================
  1        NAME OF REPORTING PERSON
           Gene F. Gaines
- ---------- ---------------------------------------------------------------------
  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)   [ ]
                                                                       (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
            1,500
- ----------- --------------------------------------------------------------------
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]
- ----------- --------------------------------------------------------------------
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
            6.9%
- ----------- --------------------------------------------------------------------
14          TYPE OF REPORTING PERSON
            IN
================================================================================

<PAGE>

CUSIP No. 743868101                                          Page 15 of 38 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," other than Gene F. Gaines,
who as of the date of this Schedule 13D ceased to be a member of the Group):

(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:

<PAGE>
CUSIP No. 743868101                                          Page 16 of 38 Pages

          One Fifth Avenue
          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.

<PAGE>

CUSIP No. 743868101                                          Page 17 of 38 Pages

Item 3. Source and Amount of Funds or Other Consideration

     In aggregate, the Group owns 360,650 shares, equal to 6.9% of the Common
Stock of the Company.

     The amount of funds expended by JAM to acquire the 131,375 shares of Common
Stock it holds in its name is $1,922,628. The amount of funds expended by JAM
SOF to acquire 3,000 shares of Common Stock it holds in its name is $50,600. The
amount of funds expended by Mr. Jacobs to acquire the 5,625 shares of Common
Stock he holds in his name is $95,155. 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 59,550 shares of Common
Stock it holds in its name is $1,125,768. Such funds were provided from
available capital. The amount of funds expended by EPLPII to acquire the 76,200
shares of Common Stock it holds in its name is $1,538,602. Such funds were
provided from available capital. The amount of funds expended by EOI to acquire
the 64,700 shares of Common Stock it holds in its name is $1,185,213. Such funds
were provided from available capital. The amount of funds expended by Endicott
Management to acquire the 20,200 shares of Common Stock it holds in its name is
$310,430. Such funds were provided from available capital.

     The amount of funds expended by Mr. Gaines to acquire the 1,500 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.

     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 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

<PAGE>

CUSIP No. 743868101                                          Page 18 of 38 Pages

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.

     On November 26, 2002, the members of the Group entered into an Agreement
with the Company, pursuant to which, among other things, Mr. Jacobs will be
appointed to the expanded Board of Directors and will be nominated for election
by the Company at the next annual meeting of stockholders. A copy of that
Agreement is attached as Exhibit 8. As part of that Agreement, Mr. Jacobs has
agreed to withdraw his notice of intent to nominate himself and Mr. Gaines for
election to the Board of Directors at the next annual meeting, as well as his
demand for a stockholder list and other materials.

     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, 5,211,169, reported as the number
of outstanding shares as of November 12, 2002, on the Company's Quarterly Report
on Form 10-Q for the period ended September 30, 2002. 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.

<PAGE>

CUSIP No. 743868101                                          Page 19 of 38 Pages

     (c)  On November 27, 2002, JAM sold 18,625 shares of Common Stock at a
          price of $26.23 each.

     (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, 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)  On November 27, 2002, JAM SOF sold 2,625 shares of Common Stock at a
          price of $26.23 each.

     (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)  On November 27, 2002, Mr. Jacobs sold 3,750 shares of Common Stock at
          a price of $26.23 each.

(E)  Endicott Partners, L.P.

     (a)-(b) See cover page.

<PAGE>

CUSIP No. 743868101                                          Page 20 of 38 Pages

     (c)  On November 27, 2002, EPLP sold 13,800 shares of Common Stock at a
          price of $26.23 each.

     (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. 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)  On November 27, 2002, EPLPII sold 6,800 shares of Common Stock at a
          price of $26.23 each.

     (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)  On November 27, 2002, EOI sold 13,800 shares of Common Stock at a
          price of $26.23 each.

     (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.

<PAGE>

CUSIP No. 743868101                                          Page 21 of 38 Pages

     (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.

     (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)  On November 27, 2002, Endicott Management sold for its managed
          accounts 2,800 shares of Common Stock at a price of $26.23 each.

     (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.

<PAGE>

CUSIP No. 743868101                                          Page 22 of 38 Pages

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

     (d)  Not applicable.

     (e)  As of the date of this Schedule 13D, Mr. Gaines ceased to be a member
          of the Group and therefore ceased to be the beneficial owner of more
          than 5% of the Common Stock.

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 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.*
     8    Agreement among the Company and the Group Members, dated
          November 26, 2002.
______________

<PAGE>

CUSIP No. 743868101                                          Page 23 of 38 Pages

*Filed with an earlier-filed version of this Schedule 13D.

<PAGE>

CUSIP No. 743868101                                          Page 24 of 38 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: December 2, 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 25 of 38 Pages

                           ----------------------------------------------------
                           Enndicott 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-99.8
<SEQUENCE>3
<FILENAME>irm11a.txt
<DESCRIPTION>EXHIBIT 8
<TEXT>
CUSIP No. 743868101                                          Page 26 of 38 Pages

EXHIBIT 8

                                    AGREEMENT

     THIS AGREEMENT (the "Agreement") is made as of November 26, 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

<PAGE>

CUSIP No. 743868101                                          Page 27 of 38 Pages

          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 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
          415,650 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.

<PAGE>

CUSIP No. 743868101                                          Page 28 of 38 Pages

     a.   The Annual Meeting shall be held on January 28, 2003, 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. In connection with their December meetings, the Boards
          of Directors of the Company and the Savings Bank shall take the
          necessary action to increase the size of their respective Boards of
          Directors from seven to eight members and to appoint the Investor
          Designee to fill the vacancy resulting from such respective Board
          increase.

     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 Boards of Directors as a
          director, PROVIDED, HOWEVER, that the Investor Designee properly
          accounts for such expenses in accordance with the Company's and the
          Savings Bank's standard policies and procedures for reimbursement of
          business related expenses. Notwithstanding the foregoing, in no event
          shall such expenses exceed $15,000 per year.

     d.   The Investor Designee shall be appointed to, and during his service
          shall continue to be a member of, (1) the Long Range Planning
          Committee; (2) any committee of either the Board of the Company or the
          Board of the Savings Bank that performs the functions of an executive
          committee; and (3) or any committee that may be formed in the future
          to perform similar functions.

     e.   All necessary provision shall be made for attendance by teleconference
          by directors at all meetings of the Boards and Board committees of the
          Company and the Savings Bank, however, in no event, shall any director
          attend more than three meetings per year of the Company and the
          Savings Bank via teleconference.

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
     145,000 shares of Common Stock, at the Company's option, the Investors
     shall cause the Investor

<PAGE>

CUSIP No. 743868101                                          Page 29 of 38 Pages

          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 earlier of: (1) June
     30, 2003, 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 terms are defined in Rule 14a-1 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

<PAGE>

CUSIP No. 743868101                                          Page 30 of 38 Pages

Company's Board or Directors or seek removal of any member of the Company's
Board of Directors;

     d.   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;

     e.   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;

     f.   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;

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

     h.   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;

     i.   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;

     j.   take any action which might require the Company to make a public
          announcement regarding the possibility of any 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 similar
          transaction or, advise, assist or encourage any other persons in
          connection with the foregoing; or

     k.   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 or elsewhere in this Agreement 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 shall prohibit

<PAGE>

CUSIP No. 743868101                                          Page 31 of 38 Pages

any Investor from making any statement or disclosure required under the federal
securities laws or other applicable laws and provided, further, that nothing in
this Section or elsewhere in this Agreement 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, until the earlier of: (1)
     June 30, 2003, or (2) 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 10% 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 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.

<PAGE>

CUSIP No. 743868101                                          Page 32 of 38 Pages

                              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 shall pay the Company only the
     costs of duplication and postage for the production of such list and
     activities related thereto. The Investors agree to promptly amend their
     Schedule 13D filing to reflect, as appropriate, the substance of 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 any federal court of the United
     States having subject matter jurisdiction.

<PAGE>

CUSIP No. 743868101                                          Page 33 of 38 Pages

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

<PAGE>

CUSIP No. 743868101                                          Page 34 of 38 Pages

          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) 883-2511

          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

<PAGE>

     ownership" shall mean beneficial ownership as determined under Rule 13d-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 36 of 38 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:   /s/ Craig G. Blunden
                                          --------------------
                                          Craig G. Blunden
                                    Its:     Chairman of the Board


                                    Provident Savings Bank, F.S.B.


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


                                    JAM Partners, L.P.


                                    By:   JAM Managers, L.L.C.
                                          General Partner


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


                                    JAM Special Opportunities Fund, L.P.


                                    By:   JAM Managers, L.L.C.
                                          General Partner

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

<PAGE>

CUSIP No. 743868101                                          Page 37 of 38 Pages

                                    JAM Managers, L.L.C.


                                    By:   /s/ Seymour M. Jacobs
                                          ---------------------
                                          Seymour M. 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


                                    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

<PAGE>

CUSIP No. 743868101                                          Page 38 of 38 Pages

                                    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

                                    Seymour M. Jacobs


                                    By:   /s/ Seymour M. Jacobs
                                          ---------------------
                                          Seymour M. Jacobs



                                    Wayne K. Goldstein


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


                                    Robert I. Usdan


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

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