UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 30, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ____________________

Commission File Number:      0-25233

PROVIDENT NEW YORK BANCORP

(Exact name of Registrant as Specified in its Charter)

Delaware	80-0091851
(State or Other Jurisdiction of Incorporation on Organization)	(IRS Employer Identification Number)
400 Rella Blvd., Montebello, New York	10901
(Address of Principal Executive Office)	(Zip Code)

(845) 369-8040

(Registrant’s Telephone Number including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Class	Nameof Each Exchange On Which Registered
Common Stock, par value $0.01 per share	The NASDAQ Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act     YES  o   NO     þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.             YES   o  NO     þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days     YES     þ     NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files)     YES  o   NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.     þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer – See definition of “accelerated and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).

Large Accelerated Filer  o Accelerated Filer      þ Non-Accelerated Filer     o Smaller Reporting Company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES     o NO     þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock as of March 31, 2009 was $336,229,101.

As of December 4, 2009 there were outstanding 39,251,384 shares of the Registrant’s common stock.

DOCUMENT INCORPORATED BY REFERENCE

Proxy Statement for the Annual Meeting of Stockholders (Part III) to be filed within 120 days after the end of the Registrant’s fiscal year ended September 30, 2009.

PROVIDENT NEW YORK BANCORP

FORM 10-K TABLE OF CONTENTS

September 30, 2009

PART I		1
ITEM 1.	Business	1
ITEM 1A.	Risk Factors	30
ITEM 1B.	Unresolved Staff Comments	35
ITEM 2.	Properties	35
ITEM 3.	Legal Proceedings	36
ITEM 4.	Submission of Matters to a Vote of Security Holders	36
PART II		36
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
ITEM 6.	Selected Financial Data	39
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
ITEM 7A.	Quantitative and Qualitative Disclosures about Market Risk	56
ITEM 8.	Financial Statements and Supplementary Data	57
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	108
ITEM 9A.	Controls and Procedures	108
ITEM 9B.	Other Information	108
PART III		108
ITEM 10.	Directors and Executive Officers of the Registrant	108
ITEM 11.	Executive Compensation	108
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	109
ITEM 13.	Certain Relationships and Related Transactions	109
ITEM 14.	Principal Accountant Fees and Services	109
PART IV		109
ITEM 15.	Exhibits and Financial Statement Schedules	109
SIGNATURES		112

PART I

ITEM 1.  Business

Provident New York Bancorp

Provident New York Bancorp (“Provident Bancorp” or the “Company”) is a Delaware corporation that owns all of the outstanding shares of common stock of Provident Bank (the “Bank”).  At September 30, 2009, Provident Bancorp had, on a consolidated basis, assets of $3.0 billion, deposits of $2.1 billion and stockholders’ equity of $427.5 million. As of September 30, 2009, Provident Bancorp had 39,547,207 shares of common stock outstanding.

Provident Bank

Provident Bank, an independent, full-service community bank founded in 1888, is headquartered in Montebello, New York and is the principal bank subsidiary of Provident Bancorp. With $3.0 billion in assets and 536 full-time equivalent employees, Provident Bank accounts for substantially all of Provident Bancorp’s consolidated assets and net income. We operate 33 branches which serve the Hudson Valley region, including 32 branches located in Rockland, Orange, Sullivan, Ulster, Westchester and Putnam Counties in New York, and one branch in Bergen County, New Jersey which operates under the name Towncenter Bank, a division of Provident Bank, New York. Provident Bank offers a complete line of commercial, community business (small business) and retail banking products and services.

We also offer deposit services to municipalities located in the State of New York through Provident Bank’s wholly-owned subsidiary, Provident Municipal Bank.

Provest Services Corporation I is a wholly-owned subsidiary of Provident Bank, holding an investment in a limited partnership that operates an assisted-living facility. A percentage of the units in the facility are for low-income individuals. Provest Services Corp. II is a wholly-owned subsidiary of Provident Bank that has engaged a third-party provider to sell annuities, life and health insurance products to Provident Bank’s customers. Through September 30, 2009, the activities of these subsidiaries have had an insignificant effect on our consolidated financial condition and results of operations. Provident REIT, Inc. and WSB Funding are subsidiaries in the form of real estate investment trust and hold both residential and commercial real estate loans.

Provident Bank’s website (www.providentbanking.com) contains a direct link to the Company’s filings with the Securities and Exchange Commission, including copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these filings, as well as ownership reports on Forms 3, 4 and 5 filed by the Company’s directors and executive officers.  Copies may also be obtained, without charge, by written request to Provident New York Bancorp Investor Relations, 400 Rella Boulevard, Montebello, New York 10901, Attention: Miranda Grimm.  Provident Bank’s website is not part of this Annual Report on Form 10-K.

Non-Bank Subsidiaries

In addition to Provident Bank, the Company owns Hardenburgh Abstract Company of Orange County, Inc. (“Hardenburgh’) that was acquired in connection with the acquisition of Warwick Community Bancorp (“WSB”) and Hudson Valley Investment Advisors, LLC, an investment advisory firm that generates investment management fees.  Hardenburgh had gross revenue from title insurance policies and abstracts of $1.0 million and net income of $156,000 in 2009, and Hudson Valley Investment Advisors, LLC generated $2.0 million in fee income in 2009 and net income of $317,000.

Provident Municipal Bank

Provident Municipal Bank, a wholly-owned subsidiary of Provident Bank, is a New York State-chartered commercial bank which is engaged in the business of accepting deposits from municipalities in our market area. New York State law requires municipalities located in the State of New York to deposit funds with commercial banks, effectively forbidding these municipalities from depositing funds with savings banks, including federally chartered savings associations, such as Provident Bank.

1

Forward-Looking Statements

From time to time the Company has made and may continue to make written or oral forward-looking statements regarding our outlook or expectations for earnings, revenues, expenses, capital levels, asset quality or other future financial or business performance, strategies or expectations, or the impact of legal, regulatory or supervisory matters on our business operations or performance.  This Annual Report on Form 10-K also includes forward-looking statements.  With respect to all such forward-looking statements, you should review our Risk Factors discussion in Item 1A. and our Cautionary Statement Regarding Forward-Looking Information included in Item 7.

Market Area

Provident Bank is an independent community bank offering a broad range of financial services to businesses and individuals as an alternative to money center and large regional banks in our market area. At September 30, 2009, our 33 full-service banking offices consisted of 12 offices in Rockland County, New York, 14 offices in Orange County, New York, and 6 offices in contiguous Ulster, Putnam, Westchester and Sullivan Counties, New York.  There is one office located in Lodi, New Jersey operating as Towncenter Bank, a division of Provident Bank, New York.  Our primary market for deposits is currently concentrated around the areas where our full-service banking offices are located.

Our primary lending area consists of Rockland and Orange Counties as well as contiguous counties. Rockland and Orange Counties represent a suburban area with a broad employment base. These counties also serve as bedroom communities for nearby New York City and other suburban areas including Westchester County and northern New Jersey. According to data published by the Federal Deposit Insurance Corporation (“FDIC”) as of June 30, 2009, Provident Bank holds the #2 share of deposits in Rockland County and #3 share of deposits in Orange County, and overall has the combined #3 share of deposits in Rockland and Orange Counties, New York.

Management Strategy

We operate as an independent community bank that offers a broad range of customer-focused financial services as an alternative to large regional, multi-state and international banks in our market area. Management has invested in the infrastructure and staffing to support our strategy of serving the financial needs of businesses, individuals and municipalities in our market area focusing on core deposit generation and quality loan growth which provides a favorable platform for long-term sustainable growth. Highlights of management’s business strategy are as follows:

Operating as a Community Bank. As an independent community bank, we emphasize the local nature of our decision-making to respond more effectively to the needs of our customers while providing a full range of financial services to the businesses, individuals, and municipalities in our market area. We offer a broad range of financial products to meet the changing needs of the marketplace, including internet banking, cash management services and, on a selective basis, sweep accounts. In addition, we offer asset management services to meet the investing needs of individuals, corporations and not-for-profit entities. As a result, we are able to provide, at the local level, the financial services required to meet the needs of the majority of existing and potential customers in our market.

Enhancing Customer Service. We are committed to providing superior customer service as a way to differentiate us from our competition. As part of our commitment to service, we have been engaged in Sunday banking since 1995. In addition, we offer multiple access channels to our customers, including our branch and ATM network, internet banking, our Customer Care Telephone Center and our Automated Voice Response system. We reinforce in our employees a commitment to customer service through extensive training, recognition programs and measurement of service standards. In 2006, we launched our Service Excellence Program designed to maintain the highest level of service to our customer base.

Growing and maintaining a Diversified Loan Portfolio. We offer a broad range of loan products to commercial businesses, real estate owners, developers and individuals. To support this activity, we maintain commercial, consumer and residential loan departments staffed with experienced professionals to promote the continued growth and prudent management of loan assets. We have experienced consistent and significant growth in our commercial loan portfolio while continuing to provide our residential mortgage and consumer lending services. As a result, we believe that we have developed a high quality diversified loan portfolio with a favorable mix of loan types, maturities and yields.

2

Expanding our Banking Franchise. Management intends to continue the expansion of the banking franchise and to increase the number of customers served and products used by businesses and consumers in our market area. Our strategy is to deliver exceptional customer service, which depends on up-to-date technology and multiple access channels, as well as courteous personal contact from a trained and motivated workforce. This approach has resulted in a relatively high level of core deposits, which drives our overall cost of funds. Management intends to maintain this strategy, which will require ongoing investment in banking locations and technology to support exceptional service levels for Provident Bank’s customers.  Recent expansion efforts have been focused on Westchester County.

Lending Activities

General. We originate commercial real estate loans, commercial business loans and acquisition, development and construction loans (collectively referred to as the “commercial loan portfolio”). We also originate in our market area fixed-rate and adjustable-rate (“ARM”) residential mortgage loans collateralized by one- to four-family residential real estate, and consumer loans such as home equity lines of credit, homeowner loans and personal loans. We retain most of the loans we originate, although we may sell longer-term one- to four-family residential loans and participations in some commercial loans.

Commercial Real Estate Lending. We originate real estate loans secured predominantly by first liens on commercial real estate.  The commercial properties are predominantly non-residential properties such as office buildings, shopping centers, retail strip centers, industrial and warehouse properties and, to a lesser extent, more specialized properties such as churches, mobile home parks, restaurants and motel/hotels. We may, from time to time, purchase commercial real estate loan participations. We target commercial real estate loans with initial principal balances between $1.0 million and $15.0 million.  At September 30, 2009, loans secured by commercial real estate totaled $554.5 million, or 32.6% of our total loan portfolio and consisted of 1,038 loans outstanding, although there are a large number of loans with balances substantially greater than the average.  Substantially all of our commercial real estate loans are secured by properties located in our primary market area.

The majority of our commercial real estate loans are written as five-year adjustable-rate or ten-year fixed-rate mortgages and typically have balloon maturities up to ten years.  Amortization on these loans is typically based on 20-year payout schedules.  Margins generally range from 200 basis points to 300 basis points above the applicable Federal Home Loan Bank advance rate.

In the underwriting of commercial real estate loans, we generally lend up to 75%of the property’s appraised value.  Decisions to lend are based on the economic viability of the property and the creditworthiness of the borrower.  In evaluating a proposed commercial real estate loan, we primarily emphasize the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally targeting a ratio of 120%), computed after deduction for a vacancy factor and property expenses we deem appropriate.  In addition, a personal guarantee of the loan or a portion thereof is generally required from the principal(s) of the borrower.  We require title insurance insuring the priority of our lien, fire and extended coverage casualty insurance, and flood insurance, if appropriate, in order to protect our security interest in the underlying property.  In addition, business interruption insurance or other insurance may be required.

Commercial real estate loans generally carry higher interest rates and have shorter terms than one-to four-family residential mortgage loans.  Commercial real estate loans entail significant additional credit risks compared to one- to four-family residential mortgage loans, as they typically involve large loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment experience on loans secured by income-producing properties typically depends on the successful operation of the related real estate project and thus may be subject to a greater extent to adverse conditions in the real estate market and in the general economy.  For commercial real estate loans in which the borrower is the primary occupant, repayment experience also depends on the successful operation of the borrower’s underlying business.

3

Commercial Business Loans. We make various types of secured and unsecured commercial loans to customers in our market area for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes.  The term of these loans generally range from less than one year to seven years.  The loans are either negotiated on a fixed-rate basis or carry adjustable interest rates indexed to a lending rate that is determined internally, or a short-term market rate index.  At September 30, 2009, we had 2,337 commercial business loans outstanding with an aggregate balance of $242.6 million, or 14.2%of the total loan portfolio.  As of September 30, 2009, the average commercial business loan balance was approximately $247,000 although there are a large number of loans with balances substantially greater than this average.

Commercial credit decisions are based upon a credit assessment of the loan applicant.  A determination is made as to the applicant’s ability to repay in accordance with the proposed terms as well as an overall assessment of the risks involved.  An evaluation is made of the applicant to determine character and capacity to manage.  Personal guarantees of the principals are generally required, except in the case of not-for-profit corporations.  In addition to an evaluation of the loan applicant’s financial statements, a determination is made of the probable adequacy of the primary and secondary sources of repayment to be relied upon in the transaction.  Credit agency reports of the applicant’s credit history supplement the analysis of the applicant’s creditworthiness.  Checking with other banks and trade investigations may also be conducted.  Collateral supporting a secured transaction also is analyzed to determine its marketability.  For small business loans and lines of credit, generally those not exceeding $400,000, we use a credit scoring system that enables us to process the loan requests more quickly and efficiently.  Commercial business loans generally bear higher interest rates than residential loans of like duration because they involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower’s business and the sufficiency of collateral, if any.

One- to Four-Family Real Estate Lending.  We offer conforming and non-conforming, fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and maximum loan amounts generally up to $1.1 million.  This portfolio totaled $460.7 million, or 27.0% of our total loan portfolio at September 30, 2009.

We offer both fixed- and adjustable-rate conventional mortgage loans with terms of 10 to 30 years that are fully amortizing with monthly or bi-weekly loan payments.  One- to four-family residential mortgage loans are generally underwritten according to Fannie Mae and Freddie Mac guidelines for loans they designate as “A” or “A-“.  Loans that conform to such guidelines are referred to as “conforming loans.”  We generally originate both fixed-rate and ARM loans in amounts up to the maximum conforming loan limits as established by Fannie Mae and Freddie Mac, which are currently $417,000 for single-family homes or higher in certain areas up to $2.5 million. Private mortgage insurance is generally required for loans with loan-to-value ratios in excess of 80%.  We sold substantially all conforming fixed rate 1-4 family residential loans originated in fiscal 2009, totaling $48.7 million.

We also originate loans above conforming limits, referred to as “jumbo loans,” which have been underwritten to substantially the same credit standards as conforming loans, which are generally eligible for sale to various firms that specialize in the purchase of such non-conforming loans.  During the past year, the market for jumbo loans has been erratic with many of the normal outlets unable to purchase this type of loan; consequently, no loans were sold during fiscal 2009.

We also originate loans other than jumbo loans that are not saleable to Fannie Mae or Freddie Mac, but which we deem to be acceptable risks. The amount of such loans originated for fiscal 2009 was $8.1 million, all of which were retained in our loan portfolio.

We actively monitor our interest rate risk position to determine the desirable level of investment in fixed-rate mortgages. Depending on market interest rates and our capital and liquidity position, we may retain all of our newly originated longer term fixed-rate residential mortgage loans, or from time to time we may decide to sell all or a portion of such loans in the secondary mortgage market to government sponsored entities such as Fannie Mae and Freddie Mac or other purchasers. Our bi-weekly one- to four-family residential mortgage loans that are retained in our portfolio result in shorter repayment schedules than conventional monthly mortgage loans, and are repaid through an automatic deduction from the borrower’s savings or checking account. As of September 30, 2009, bi-weekly loans totaled $146.0 million, or 31.7% of our residential loan portfolio. We retain the servicing rights on a large majority of loans sold to generate fee income and reinforce our commitment to customer service, although we may also sell non-conforming loans to mortgage banking companies, generally on a servicing-released basis. As of September 30, 2009, loans serviced for others, excluding loan participations, totaled $106.0 million.

4

We currently offer several ARM loan products secured by residential properties with rates that are fixed for a period ranging from six months to ten years. After the initial term, if the loan is not already refinanced, the interest rate on these loans generally reset every year based upon a contractual spread or margin above the average yield on U.S. Treasury securities, adjusted to a constant maturity of one year, as published weekly by the Federal Reserve Board and subject to certain periodic and lifetime limitations on interest rate changes. Many of the borrowers who select these loans have shorter-term credit needs than those who select long-term, fixed-rate loans. ARM loans generally pose different credit risks than fixed-rate loans primarily because the underlying debt service payments of the borrowers rise as interest rates rise, thereby increasing the potential for default. At September 30, 2009, our ARM portfolio included $4.5million in loans that re-price every six months, $29.9 million in loans that re-price once a year, $6.3 million in loans that re-price periodically after an initial fixed-rate period of one year or more and $104,000 that re-price based upon other miscellaneous re-pricing terms.  Our adjustable rate loans do not have interest-only or negative amortization features.  We do not nor have we in the past originated “subprime” loans, loans to borrowers with subprime credit scores combined with either high loan to value or high debt to income ratios.

We require title insurance on all of our one- to four-family mortgage loans, and we also require that borrowers maintain fire and extended coverage or all risk casualty insurance (and, if appropriate, flood insurance) in an amount at least equal to the lesser of the loan balance or the replacement cost of the improvements, but in any event in an amount calculated to avoid the effect of any coinsurance clause. Nearly all residential first mortgage loans are required to have a mortgage escrow account from which disbursements are made for real estate taxes and for hazard and flood insurance.

Acquisition, Development and Construction Loans.We originate land acquisition, development and construction (“ADC”) loans to builders in our market area. These loans totaled $193.8million, or 11.4%of our total loan portfolio at September 30, 2009. Acquisition loans help finance the purchase of land intended for further development, including single-family houses, multi-family housing, and commercial income property. In some cases, we may make an acquisition loan before the borrower has received approval to develop the land as planned. In general, the maximum loan-to-value ratio for a land acquisition loan is 50% of the appraised value of the property, although for certain borrowers we deem to be our lowest risk, higher loan-to-value ratios may be allowed. We also make development loans to builders in our market area to finance improvements to real estate, consisting mostly of single-family subdivisions, typically to finance the cost of utilities, roads, sewers and other development costs. Builders generally rely on the sale of single-family homes to repay development loans, although in some cases the improved building lots may be sold to another builder. The maximum amount loaned is generally limited to the cost of the improvements plus limited approval of soft costs. In general, we do not originate loans with interest reserves.  A portion of our ADC loans acquired through the purchase of participations do carry interest reserves. The total loans with interest reserves at September 30, 2009 were $77.4 million.  Advances are made in accordance with a schedule reflecting the cost of the improvements.

We also make construction loans to area builders, often in conjunction with development loans. In the case of residential subdivisions, these loans finance the cost of completing homes on the improved property. Advances on construction loans are made in accordance with a schedule reflecting the cost of construction. Repayment of construction loans on residential subdivisions is normally expected from the sale of units to individual purchasers. In the case of income-producing property, repayment is usually expected from permanent financing upon completion of construction. We commit to provide the permanent mortgage financing on most of our construction loans on income-producing property.

Land acquisition, development and construction lending exposes us to greater credit risk than permanent mortgage financing. The repayment of land acquisition, development and construction loans depends upon the sale of the property to third parties or the availability of permanent financing upon completion of all improvements. In the event we make an acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. These events may adversely affect the borrower and the collateral value of the property. Development and construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.  In recent years as a result of the economic downturn, most projects have performed behind schedule, requiring the borrowers to carry these projects for a longer time frame than was originally contemplated when we approved the credit facilities.  As a result many of the borrowers have been utilizing other sources to maintain debt service or have been unable to maintain debt service requirements.  With current market conditions, the Bank is currently not considering unapproved land loans, and new acquisition, development and construction loans are being underwritten based on the current market.

5

Consumer Loans. We originate a variety of consumer and other loans, including homeowner loans, home equity lines of credit, new and used automobile loans, and personal unsecured loans, including fixed-rate installment loans and variable lines of credit. As of September 30, 2009, consumer loans totaled $251.5 million, or 14.8% of the total loan portfolio.

At September 30, 2009, the largest group of consumer loans consisted of $235.1 million of loans secured by junior liens on residential properties. We offer fixed-rate, fixed-term second mortgage loans, referred to as homeowner loans, and we also offer adjustable-rate home equity lines of credit. As of September 30, 2009, homeowner loans totaled $54.9 million or 3.2% of our total loan portfolio. The disbursed portion of home equity lines of credit totaled $180.2 million, or 10.6% of our total loan portfolio at September 30, 2009, with $151.0 million remaining undisbursed.

Other consumer loans include personal loans and loans secured by new or used automobiles. As of September 30, 2009, these loans totaled $16.4 million, or 1% of our total loan portfolio. We originate consumer loans directly to our customers or on an indirect basis through selected dealerships. We require borrowers to maintain collision insurance on automobiles securing consumer loans, with us listed as loss payee.  Personal loans also include secured and unsecured installment loans for other purposes. Unsecured installment loans, which include most personal loans, generally have shorter terms than secured consumer loans, and generally have higher interest rates than rates charged on secured installment loans with comparable terms.  We also offer overdraft lines of credit on an unsecured basis, outstanding balances on these loans totaled $5.1 million with additional undrawn lines totaling $15.4 million.

Our procedures for underwriting consumer loans include an assessment of an applicant’s credit history and the ability to meet existing obligations and payments on the proposed loan. Although an applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral security, if any, to the proposed loan amount.  We generally lend at an 80% loan to value ratio for home equity loans, but will go to 90% loan to value with a strong loan profile and higher pricing.

Consumer loans generally entail greater risk than residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that tend to depreciate rapidly, such as automobiles. In addition, the repayment of consumer loans depends on the borrowers’ continued financial stability, as repayment historically has been more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy than a single family mortgage loan.

6

Loan Portfolio Composition.  The following table sets forth the composition of our loan portfolio, excluding loans held for sale, by type of loan at the dates indicated.

	September 30,
	2009						2008						2007						2006						2005
	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
One- to four-family residential mortgage loans	$	460,729			27.0	%	$	513,381			29.6	%	$	500,825			30.6	%	$	462,996			31.4	%	$	456,794			33.5	%
Commercial real estate loans		554,550			32.6			554,811			32.0			535,003			32.8			529,607			35.9			497,936			36.6
Commercial business loans		242,628			14.2			243,642			14.1			207,156			12.6			160,823			10.9			148,825			10.9
Acquisition, development, construction		193,828			11.4			170,979			9.9			153,074			9.3			96,656			6.6			66,710			4.9
Total commercial loans		991,006			58.2			969,432			56.0			895,233			54.7			787,086			53.4			713,471			52.4
Home equity lines of credit		180,205			10.6			166,491			9.6			162,669			9.9			149,862			10.2			134,997			9.9
Homeowner loans		54,941			3.2			58,569			3.4			59,705			3.6			55,968			3.8			40,221			3.0
Other consumer loans		16,376			1.0			23,680			1.4			19,626			1.2			17,646			1.2			16,590			1.2
Total consumer loans		251,522			14.8			248,740			14.4			242,000			14.7			223,476			15.2			191,808			14.1
Total loans		1,703,257			100.0	%		1,731,553			100.0	%		1,638,058			100.0	%		1,473,558			100.0	%		1,362,073			100.0	%
Allowance for loan losses		(30,050	)					(23,101	)					(20,389	)					(20,373	)					(21,047	)
Total loans, net	$	1,673,207					$	1,708,452					$	1,617,669					$	1,453,185					$	1,341,026

7

Loan Portfolio Maturities and Yields. The following table summarizes the scheduled repayments of our loan portfolio at September 30, 2009. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less.

	Residential Mortgage					Commercial Real Estate					Commercial Business					Construction (1)					Consumer					Total
	Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate			Amount		Weighted Average Rate
	(Dollars in thousands)
Due During the Years
Ending September 30,
2010	$	5,706		6.84	%	$	44,899		5.27	%	$	94,734		3.96	%	$	130,165		4.05	%	$	4,357		4.44	%	$	279,861		4.27	%
2011 to 2014		11,060		5.57			174,239		5.90			60,897		6.32			57,383		3.92			35,260		6.14			338,839		5.65
2014 and beyond		443,963		5.81			335,412		6.65			86,997		4.78			6,280		3.02			211,905		3.77			1,084,557		5.85
Total	$	460,729		5.82	%	$	554,550		6.30	%	$	242,628		4.84	%	$	193,828		3.98	%	$	251,522		4.11	%	$	1,703,257		5.55	%

(1) Includes land acquisition and development loans.

The following table sets forth the scheduled repayments of fixed- and adjustable-rate loans at September 30, 2009 that are contractually due after September 30, 2010.

	Fixed		Adjustable		Total
	(Dollars in thousands)
Residential mortgage loans	$	414,158	$	40,865	$	455,023
Commercial real estate loans		234,815		274,836		509,651
Commercial business loans		59,633		88,261		147,894
Construction loans		666		62,997		63,663
Total commercial loans		295,114		426,094		721,208
Consumer loans		74,921		172,244		247,165
Total loans	$	784,193	$	639,203	$	1,423,396

8

Loan Originations, Purchases, Sales and Servicing. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon borrower demand, market interest rates, borrower preference for fixed versus adjustable-rate loans, and the interest rates offered on each type of loan by other lenders in our market area. These include competing banks, savings banks, credit unions, mortgage banking companies, life insurance companies and similar financial services firms. Loan originations are derived from a number of sources, including branch office personnel, existing customers, borrowers, builders, attorneys, real estate broker referrals and walk-in customers.

Our loan origination and sales activity may be adversely affected by a rising interest rate environment or period of falling house prices that typically results in decreased loan demand, while declining interest rates may stimulate increased loan demand, as well as being impacted by the level of unemployment and housing sale activity. Accordingly, the volume of loan origination, the mix of fixed and adjustable-rate loans, and the profitability of this activity can vary from period to period. One- to four-family residential mortgage loans are generally underwritten to current Fannie Mae and Freddie Mac seller/servicer guidelines, and closed on standard Fannie Mae/Freddie Mac documents. If such loans are sold, the sales are conducted generally using standard Fannie Mae/Freddie Mac purchase contracts and master commitments as applicable. One- to four-family mortgage loans may be sold to Fannie Mae or Freddie Mac on a non-recourse basis whereby foreclosure losses are generally the responsibility of the purchaser and not Provident Bank.  Consistent with its long-standing credit policies, Provident Bank does not originate or hold subprime mortgage loans.  We also hold no subprime loans through our investment portfolio.

We are a qualified loan servicer for both Fannie Mae and Freddie Mac. Our policy generally has been to retain the servicing rights for all conforming loans sold. We therefore continue to collect payments on the loans, maintain tax escrows and applicable fire and flood insurance coverage, and supervise foreclosure proceedings, if necessary. We retain a portion of the interest paid by the borrower on the loans as consideration for our servicing activities.

Loan Approval/Authority and Underwriting. We have four levels of lending authority beginning with the Board of Directors. The Board grants lending authority to the Director Loan Committee, the members of which are Directors. The Director Loan Committee, in turn, may grant authority to the Management Loan Committee and individual loan officers. In addition, designated members of management may grant authority to individual loan officers up to specified limits. Our lending activities are subject to written policies established by the Board. These policies are reviewed periodically.

The Director Loan Committee may approve loans in accordance with applicable loan policies, up to the limits established in our policy governing loans to one borrower. This policy places limits on the aggregate dollar amount of credit that may be extended to any one borrower and related entities. Loans exceeding the maximum loan-to-one borrower limit described below require approval by the Board of Directors. The Management Loan Committee may approve loans up to an aggregate of $2 million to any one borrower and group of related borrowers. Two loan officers with sufficient loan authority acting together may approve loans up to $1 million. The maximum individual authority to approve an unsecured loan is $50,000, however, for credit-scored small business loans; the maximum individual authority is $100,000.

We have established a risk rating system for our commercial business loans, commercial and multi-family real estate loans, and acquisition, development and construction loans to builders. The risk rating system assesses a variety of factors to rank the risk of default and risk of loss associated with the loan. These ratings are performed by commercial credit personnel who do not have responsibility for loan originations. We determine our maximum loan-to-one-borrower limits based upon the rating of the loan. The large majority of loans fall into three categories. The maximum for the best-rated borrowers is $20million, $15 million for the next group of borrowers and $12 million for the third group. Sublimits apply based on reliance on any single property, and for commercial business loans. On occasion, the Board of Directors may approve higher exposure limits for loans to one borrower in an amount not to exceed the legal lending limit of the Bank. The Board may also authorize the Director Loan Committee to approve loans for specific borrowers up to a designated Board approved limit in excess of the policy limit, for that borrower.

In connection with our residential and commercial real estate loans, we generally require property appraisals to be performed by independent appraisers who are approved by the Board. Appraisals are then reviewed by the appropriate loan underwriting areas. Under certain conditions, appraisals may not be required for loans under $250,000 or in other limited circumstances. We also require title insurance, hazard insurance and, if indicated, flood insurance on property securing mortgage loans. Title insurance is not required for consumer loans under $100,000, such as home equity lines of credit and homeowner loans and in connection with certain residential mortgage refinances.

9

Loan Origination Fees and Costs. In addition to interest earned on loans, we also receive loan origination fees. Such fees vary with the volume and type of loans and commitments made, and competitive conditions in the mortgage markets, which in turn respond to the demand and availability of money. We defer loan origination fees and costs, and amortize such amounts as an adjustment to yield over the term of the loan by use of the level yield method.  Deferred loan origination costs (net of deferred fees) were $1.7 million at September 30, 2009.

To the extent that originated loans are sold with servicing retained, we capitalize a mortgage servicing asset at the time of the sale.  The capitalized amount is amortized thereafter (over the period of estimated net servicing income) as a reduction of servicing fee income. The unamortized amount is fully charged to income when loans are prepaid.  Originated mortgage servicing rights with an amortized cost of $840,315 are included in other assets at September 30, 2009.  See also Notes 2 and 5 of the “Notes to Consolidated Financial Statements”.

Loans to One Borrower. At September 30, 2009, our five largest aggregate amounts loaned to any one borrower and certain related interests (including any unused lines of credit) consisted of secured and unsecured financing of $22.9 million, $22.8 million, $19.7 million, $19.6 million and $18.2 million.  See “Regulation - Regulation of Provident Bank - Loans to One Borrower” for a discussion of applicable regulatory limitations.

Delinquent Loans, Other Real Estate Owned and Classified Assets

Collection Procedures for Residential and Commercial Mortgage Loans and Consumer Loans.  A computer-generated late notice is sent by the 16th day after the payment due date on a loan requesting the payment due plus any late charge that was assessed. Accounts are distributed to a collector or account officer to contact borrowers, determine the reason for delinquency and arrange for payment, and accounts are monitored electronically for receipt of payments. If payments are not received within 30 days of the original due date, a letter demanding payment of all arrearages is sent and contact efforts are continued. If payment is not received within 60 days of the due date, loans are generally accelerated and payment in full is demanded. Failure to pay within 90 days of the original due date generally results in legal action, notwithstanding ongoing collection efforts. Unsecured consumer loans are generally charged-off after 120 days. For commercial loans, procedures vary depending upon individual circumstances.

Loans Past Due and Non-Performing Assets. Loans are reviewed on a regular basis, and are placed on non-accrual status when either principal or interest is 90 days or more past due, unless well secured and in the process of collection. In addition, loans are placed on non-accrual status when, in the opinion of management, there is sufficient reason to question the borrower’s ability to continue to meet principal or interest payment obligations. Interest accrued and unpaid at the time a loan is placed on non-accrual status is reversed from interest income related to current year income and charged to the allowance for loan losses with respect to income that was recorded in the prior fiscal year. Interest payments received on non-accrual loans are not recognized as income unless warranted based on the borrower’s financial condition and payment record. At September 30, 2009, we had non-accrual loans of $21.9 million and $4.6 million of loans 90 days past due and still accruing interest, which were well secured and in the process of collection. At September 30, 2008 we had non-accrual loans of $13.6 and $3.3 million of loans 90 days past due and still accruing interest.

Real estate acquired as a result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned (“REO”) until such time as it is sold.

When real estate is acquired through foreclosure or by deed in lieu of foreclosure, it is recorded at the lower of book value or fair value less cost to sell. If the fair value of the property is less than the loan balance, the difference is charged against the allowance for loan losses. At September 30, 2009 we had three REO properties with a recorded balance of $1.7 million.  In addition, $674,000 in loan balances was considered troubled debt restructures.

10

Loan Portfolio Delinquencies. The following table sets forth certain information with respect to our loan portfolio delinquencies at the dates indicated.

	Loans Delinquent For
	30-89 Days				90 Days and Over & non-accrual				Total
	Number		Amount		Number		Amount		Number		Amount
	(Dollars in thousands)
At September 30, 2009
One- to four- family		2	$	390		31	$	7,319		33	$	7,709
Commercial real estate		2		398		24		6,803		26		7,201
ADC		1		366		21		11,308		22		11,674
Commercial business		18		999		8		457		26		1,456
Consumer		22		494		13		582		35		1,076
Total		45	$	2,647		97	$	26,469		142	$	29,116
At September 30, 2008
One- to four- family		19	$	4,106		19	$	4,218		38	$	8,324
Commercial real estate		8		1,666		12		3,832		20		5,498
ADC		-		-		9		5,596		9		5,596
Commercial business		29		1,318		35		2,811		64		4,129
Consumer		43		435		41		421		84		856
Total		99	$	7,525		116	$	16,878		215	$	24,403
At September 30, 2007
One- to four- family		28	$	4,829		15	$	1,899		43	$	6,728
Commercial real estate		31		3,387		8		2,586		39		5,973
ADC		-		-		2		689		2		689
Commercial business		9		357		19		1,683		28		2,040
Consumer		49		835		30		401		79		1,236
Total		117	$	9,408		74	$	7,258		191	$	16,666
At September 30, 2006
One- to four- family		43	$	4,502		10	$	1,102		53	$	5,604
Commercial real estate		15		1,098		6		2,980		21		4,078
Commercial business		-		-		12		489		12		489
Consumer		54		521		42		453		96		974
Total		112	$	6,121		70	$	5,024		182	$	11,145
At September 30, 2005
One- to four- family		49	$	6,126		6	$	1,070		55	$	7,196
Commercial real estate		25		1,372		3		92		28		1,464
Commercial business		11		264		3		120		14		384
Consumer		87		679		22		359		109		1,038
Total		172	$	8,441		34	$	1,641		206	$	10,082

11

Non-Performing Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.

	September 30,
	2009					2008					2007					2006					2005(1)
	(Dollars in thousands)
	90 days past due and still accruing		Non-Accrual			90 days past due and still accruing		Non-Accrual			90 days past due and still accruing		Non-Accrual			90 days past due and still accruing		Non-Accrual			Non-Accrual
Non-performing loans:
One- to four- family	$	2,894	$	4,425		$	2,487	$	1,731		$	1,899	$	-		$	629	$	472		$	65
Commercial real estate		977		5,826			732		3,100			1,487		1,099			613		2,367			-
Commercial		478		10,830			-		2,811			46		1,637			30		459			120
Acquisition, land and development		-		457			-		5,596			45		644			-		-			-
Consumer		211		371			70		351			272		129			310		144			27
Total non-performing loans	$	4,560	$	21,909		$	3,289	$	13,589		$	3,749	$	3,509		$	1,582	$	3,442		$	212
Real estate owned:				1,712					84					139					87			92
Troubled Debt Restructures				674					-					-					-			-
Total non-performing assets			$	28,855				$	16,962				$	7,397				$	5,111		$	304
Ratios:
Non-performing loans to total loans				1.55	%				0.97	%				0.44	%				0.34	%		0.12	%
Non-performing assets to total assets				0.95	%				0.57	%				0.26	%				0.18	%		0.07	%

(1) The Company had no 90 days past due and accruing loans at September 30, 2005.

For the year ended September 30, 2009, gross interest income that would have been recorded had the non-accrual loans at the end of the year remained on accrual status throughout the year amounted to $1.4 million. Interest income actually recognized on such loans totaled $724,000.

Classification of Assets. Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Assets classified as “loss” are those considered uncollectible and of such little value that their continuance as assets is not warranted and are either charged off or the subject of a specific reserve. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve our close attention, designated as “special mention”.  As of September 30, 2009, we had $47.8 million of assets designated as “special mention”.

Our determination as to the classification of our assets and the amount of our loss allowances are subject to review by our regulatory agencies, which can order the establishment of additional loss allowances. Management regularly reviews our asset portfolio to determine whether any assets require classification in accordance with applicable regulations. On the basis of management’s review of our assets at September 30, 2009, classified assets consisted of substandard assets of $89.9 million and no loans were classified as doubtful.

12

Allowance for Loan Losses. We provide for loan losses based on the allowance method. Accordingly, all loan losses are charged to the related allowance and all recoveries are credited to it. Additions to the allowance for loan losses are provided by charges to income based on various factors which, in management’s judgment, deserve current recognition in estimating probable incurred losses. Management regularly reviews the loan portfolio and makes provisions for loan losses in order to maintain the allowance for loan losses in accordance with accounting principles generally accepted in the United States of America. The allowance for loan losses consists of amounts specifically allocated to non-performing loans and other criticized or classified loans (if any), as well as allowances determined for each major loan category. After we establish a provision for loans that are known to be non-performing, criticized or classified, we calculate a percentage to apply to the remaining loan portfolio to estimate the probable incurred losses inherent in that portion of the portfolio. When the loan portfolio increases, therefore, the percentage calculation results in a higher dollar amount of estimated probable incurred losses than would be the case without the increase, and when the loan portfolio decreases, the percentage calculation results in a lower dollar amount of estimated probable incurred losses than would be the case without the decrease. These percentages are determined by management, based on historical loss experience for the applicable loan category, and are adjusted to reflect our evaluation of:

· levels of, and trends in, delinquencies and non-accruals;

· trends in volume and terms of loans;

· effects of any changes in lending policies and procedures;

· experience, ability, and depth of lending management and staff;

· national and local economic trends and conditions;

· concentrations of credit by such factors as location, industry, inter-relationships, and borrower; and

· for commercial loans, trends in risk ratings.

Of the major parts of our loan portfolio, we consider, land acquisition, development and construction loans, commercial real estate loans, and commercial business loans to be the higher risk categories.    We consider one-to-four family mortgage loans to be a lower risk category.  Although, we offer unsecured consumer loans and overdraft protection lines of credit, which are higher risk in nature, they constitute a modest percentage of our loan portfolio.

 Land acquisition, development and construction lending is considered higher risk and exposes us to greater credit risk than permanent mortgage financing. The repayment of land acquisition, development and construction loans depends upon the sale of the property to third parties or the availability of permanent financing upon completion of all improvements. In the event we make an acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. These events may adversely affect the borrower and the collateral value of the property. Development and construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.  All of these factors are considered as part of the underwriting, structuring and pricing of the loan.

Commercial real estate loans subject us to the risks that the property securing the loan may not generate sufficient cash flow to service the debt or the borrower may use the cash flow for other purposes.  In addition, the foreclosure process, if necessary may be slow and properties may deteriorate in the process.  The market values are also subject to a wide variety of factors, including general economic conditions, industry specific factors, environmental factors, interest rates and the availability and terms of credit.

Commercial business lending is also higher risk because repayment depends on the successful operation of the business which is subject to a wide range of risks and uncertainties.  In addition, the ability to successfully liquidate collateral, if any, is subject to a variety of risks because we must gain control of assets used in the borrower’s business before foreclosing which we cannot be assured of doing, and the value in a foreclosure sale or other means of liquidation is subject to downward pressure.

When we evaluate residential mortgage loans and equity loans we weigh both the credit capacity of the borrower and the collateral value of the home.  As unemployment and underemployment increases, and liquidity reserves if any, diminish, the credit capacity of the borrower decreases, which increases our risk.  Also, after a period of years of stable or increasing home values in our market, home prices have declined from a high in 2005 and 2006.  We are exposed to risk in both our first mortgage and equity lending programs due to declines in values in recent years.  We are also exposed to risk because the time to foreclose is significant and has become longer under current conditions.

13

The carrying value of loans is periodically evaluated and the allowance is adjusted accordingly. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the information used in making the evaluations. In addition, as an integral part of their examination process, our regulatory agencies periodically review the allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgments of information available to them at the time of their examination.

Allowance for Loan Losses by Year.  The following table sets forth activity in our allowance for loan losses for the years indicated.

	At or For Years Ended September 30,
	2009			2008			2007			2006			2005
	(Dollars in thousands)
Balance at beginning of year	$	23,101		$	20,389		$	20,373		$	21,047		$	16,648
Transfer to reserve for contingent loan commitments		-			-			-			(395	)		(256	)
Charge-offs:
One- to four- family		(461	)		(97	)		-			-			(23	)
Commercial real estate		(902	)		(627	)		-			-			-
ADC		(1,515	)		-			-			-			-
Commercial business		(7,271	)		(3,596	)		(2,164	)		(1,509	)		(750	)
Consumer		(1,140	)		(609	)		(329	)		(327	)		(380	)
Total charge-offs		(11,289	)		(4,929	)		(2,493	)		(1,836	)		(1,153	)
Recoveries:
One- to four- family		2			-			-			-			-
ADC		200			-			-			-			-
Commercial business		249			291			581			236			69
Consumer		187			150			128			121			109
Total recoveries		638			441			709			357			178
Net charge-offs		(10,651	)		(4,488	)		(1,784	)		(1,479	)		(975	)
Allowance recorded in acquisitions					-			-			-			4,880
Provision for loan losses		17,600			7,200			1,800			1,200			750
Balance at end of year	$	30,050		$	23,101		$	20,389		$	20,373		$	21,047
Ratios:
Net charge-offs to average loans outstanding		0.62	%		0.28	%		0.12	%		0.11	%		0.08	%
Allowance for loan losses to non-performing loans		114	%		137	%		281	%		406	%		1283	%
Allowance for loan losses to total loans		1.76	%		1.33	%		1.24	%		1.38	%		1.55	%

14

Allocation of Allowance for Loan Losses.The following tables set forth the allowance for loan losses allocated by loan category, the total loan balances by category (excluding loans held for sale), and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

	September 30,
	2009							2008							2007
	Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
One- to four- family	$	3,106	$	460,729		27.0	%	$	1,494	$	513,381		29.6	%	$	668	$	500,825		30.6	%
Commercial real estate		7,695		554,550		32.6			5,793		554,811		32.0			8,157		535,003		32.7
Commercial business		8,928		242,628		14.2			7,051		243,642		14.1			5,223		207,156		12.6
ADC		7,680		193,828		11.4			6,841		170,979		9.9			4,743		153,074		9.3
Consumer		2,641		251,522		14.8			1,922		248,740		14.4			1,598		242,000		14.8
Total	$	30,050	$	1,703,257		100.0	%	$	23,101	$	1,731,553		100.0	%	$	20,389	$	1,638,058		100.0	%

	September 30,
	2006							2005
	Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans			Allowance for Loan Losses		Loan Balances by Category		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
One- to four- family	$	765	$	462,996		31.4	%	$	503	$	456,794		33.5	%
Commercial real estate		9,382		529,607		35.9			10,662		497,936		36.6
Commercial business		5,461		160,823		10.9			5,851		148,825		10.9
ADC		2,862		96,656		6.6			2,343		66,710		4.9
Consumer		1,903		223,476		15.2			1,688		191,808		14.1
Total	$	20,373	$	1,473,558		100.0	%	$	21,047	$	1,362,073		100.0	%

15

Securities Investments

Our securities investment policy is established by our Board of Directors. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns, cash flow targets, and consistency with our interest rate risk management strategy. The Board’s Asset/Liability Committee oversees our investment program and evaluates on an ongoing basis our investment policy and objectives. Our chief financial officer, or our chief financial officer acting with our chief executive officer, is responsible for making securities portfolio decisions in accordance with established policies. Our chief financial officer, chief executive officer and certain other executive officers have the authority to purchase and sell securities within specific guidelines established by the investment policy. In addition, all transactions are reviewed by the Board’s Asset/Liability Committee at least quarterly.

Our current investment policy generally permits securities investments in debt securities issued by the U.S. government and U.S. agencies, municipal bonds, and corporate debt obligations, as well as investments in preferred and common stock of government agencies and government sponsored enterprises such as Fannie Mae, Freddie Mac and the Federal Home Loan Bank of New York (federal agency securities) and, to a lesser extent, other equity securities. Securities in these categories are classified as “investment securities” for financial reporting purposes. The policy also permits investments in mortgage-backed securities, including pass-through securities issued and guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae as well as collateralized mortgage obligations (“CMOs”) issued or backed by securities issued by these government agencies. Also permitted are investments in securities issued or backed by the Small Business Administration, privately issued mortgage-backed securities and CMOs, and asset-backed securities collateralized by auto loans, credit card receivables, and home equity and home improvement loans. Our current investment strategy uses a risk management approach of diversified investing in fixed-rate securities with short- to intermediate-term maturities, as well as adjustable-rate securities, which may have a longer term to maturity. The emphasis of this approach is to increase overall investment securities yields while managing interest rate and credit risk.

FASB ASC Topic #320, Investments, Debt and Equity securities requires that, at the time of purchase, we designate a security as held to maturity, available for sale, or trading, depending on our ability to hold and our intent. Securities available for sale are reported at fair value, while securities held to maturity are reported at amortized cost. We do not have a trading portfolio.

Government and Agency Securities. At September 30, 2009, we held government and agency securities available for sale with a fair value of $207.8 million, consisting primarily of agency obligations with maturities less than five years. While these securities generally provide lower yields than other investments such as mortgage-backed securities, our current investment strategy is to maintain investments in such instruments to the extent appropriate for liquidity purposes and as collateral for borrowings.

Corporate and Municipal Bonds. At September 30, 2009, we held $25.8 million in corporate debt securities. Corporate bonds have a higher risk of default due to adverse changes in the creditworthiness of the issuer. In recognition of this risk, our policy limits investments in corporate bonds to securities with maturities of ten years or less and rated “A” or better by at least one nationally recognized rating agency at time of purchase, and to a total investment of no more than $5.0 million per issuer and a total corporate bond portfolio limit of $40.0 million. The policy also limits investments in municipal bonds to securities with maturities of 20 years or less and rated as investment grade by at least one nationally recognized rating agency at the time of purchase, and favors issues that are insured, however we also purchase securities that are issued by local government entities within our service area. Such local entity obligations generally are not rated, and are subject to internal credit reviews. In addition, the policy generally imposes an investment limitation of $5.0 million per municipal issuer and a total municipal bond portfolio limit of 10%of assets. At September 30, 2009, we held $204.8million in bonds issued by states and political subdivisions, $31.4 million of which were classified as held to maturity at amortized cost and are unrated and $167.6 million of which were classified as available for sale at fair value.  At September 30, 2009 we held $5.4 million in obligations that were rated less than “A”, but still investment grade.

Equity Securities. At September 30, 2009, our equity securities available for sale had a fair value of $885,000.  We also held $23.2 million (at cost) of Federal Home Loan Bank of New York (“FHLBNY”) common stock, a portion of which must be held as a condition of membership in the Federal Home Loan Bank System, with the remainder held as a condition to our borrowing under the Federal Home Loan Bank advance program. Dividends on FHLBNY stock recorded in the year ended September 30, 2009 amounted to $1.2 million.  We held no preferred shares of Freddie Mac or Fannie Mae for the year ended September 30, 2009.  We also held no “auction rate securities” or “pooled trust preferred securities” during the year ended September 30, 2009.

16

Mortgage-Backed Securities. We purchase mortgage-backed securities in order to: (i) generate positive interest rate spreads with minimal administrative expense; (ii) lower credit risk as a result of the guarantees provided by Freddie Mac and Fannie Mae; (iii) increase liquidity, and (iv) maintain our status as a thrift for charter and income tax purposes. We invest primarily in mortgage-backed securities issued or sponsored by Freddie Mac, Fannie Mae and Ginnie Mae or private issuers for CMOs. To a lesser extent, we also invest in securities backed by agencies of the U.S. Government, such as Ginnie Mae. At September 30, 2009, our mortgage-backed securities portfolio totaled $437 million, consisting of $430.5 million available for sale at fair value and $6.5 million held to maturity at amortized cost. The total mortgage-backed securities portfolio includes CMOs of $66.9 million, consisting of $66 million available for sale at fair value and $860 thousand held to maturity at amortized cost.  Within this total, $11.2 million at amortized cost and $10.4 fair value were issued by private issuers. The remaining mortgage-backed securities of $370.1 million were pass-through securities, consisting of $364.5 million available for sale at fair value and $5.6 million held to maturity at amortized cost.

Mortgage-backed securities are created by pooling mortgages and issuing a security collateralized by the pool of mortgages with an interest rate that is less than the interest rate on the underlying mortgages. Mortgage-backed securities typically represent a participation interest in a pool of single-family or multi-family mortgages, although most of our mortgage-backed securities are collateralized by single-family mortgages. The issuers of such securities (generally U.S. Government agencies and government sponsored enterprises, including Fannie Mae, Freddie Mac and Ginnie Mae) pool and resell the participation interests in the form of securities to investors, such as us, and guarantee the payment of principal and interest to these investors. Investments in mortgage-backed securities involve a risk in addition to the guarantee of repayment of principal outstanding that actual prepayments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby affecting the net yield and duration of such securities. We review prepayment estimates for our mortgage-backed securities at purchase to ensure that prepayment assumptions are reasonable considering the underlying collateral for the securities at issue and current interest rates, and to determine the yield and estimated maturity of the mortgage-backed securities portfolio. Periodic reviews of current prepayment speeds are performed in order to ascertain whether prepayment estimates require modification that would cause amortization or accretion adjustments.  As a result of our reviews, we anticipated an acceleration of prepayments.  Management sold $453.2 million in mortgage backed securities and realized $16.7 million in gains on the sales.  Such proceeds were reinvested in securities with yields which were lower than the recorded yields of the securities sold and a more diversified risk profile.

A portion of our mortgage-backed securities portfolio is invested in CMOs or collateralized mortgage obligations, including Real Estate Mortgage Investment Conduits (“REMICs”), backed by Fannie Mae and Freddie Mac and certain private issuers. CMOs and REMICs are types of debt securities issued by a special-purpose entity that aggregates pools of mortgages and mortgage-backed securities and creates different classes of securities with varying maturities and amortization schedules, as well as a residual interest, with each class possessing different risk characteristics. The cash flows from the underlying collateral are generally divided into “tranches” or classes that have descending priorities with respect to the distribution of principal and interest cash flows, while cash flows on pass-through mortgage-backed securities are distributed pro rata to all security holders. Our practice is to limit fixed-rate CMO investments primarily to the early-to-intermediate tranches, which have the greatest cash flow stability. Floating rate CMOs are purchased with emphasis on the relative trade-offs between lifetime rate caps, prepayment risk, and interest rates.

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Available for Sale Portfolio.The following table sets forth the composition of our available for sale portfolio at the dates indicated.

	September 30,
	2009				2008				2007
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Investment Securities:
U.S. Government securities	$	20,893	$	21,076	$	-	$	-	$	-	$	-
Federal agency obligations		186,301		186,700		30,022		30,041		84,005		83,857
Corporate Bonds		25,245		25,823
State and municipal securities		158,007		167,584		159,334		149,601		140,026		139,338
Equity securities		1,145		885		1,146		1,030		105		111
Total investment securities available for sale		391,591		402,068		190,502		180,672		224,136		223,306
Mortgage-Backed Securities:
Pass-through securities:
Fannie Mae		238,723		243,063		385,138		384,672		383,308		378,384
Freddie Mac		92,885		94,506		189,113		189,989		152,972		152,253
Ginnie Mae		26,586		26,929		2,300		2,300		2,877		2,838
CMOs and REMICs		66,784		66,017		34,521		34,055		38,249		38,216
Total mortgage-backed securities available for sale		424,978		430,515		611,072		611,016		577,406		571,691
Total securities available for sale	$	816,569	$	832,583	$	801,574	$	791,688	$	801,542	$	794,997

At September 30, 2009, our available for sale federal agency securities portfolio, at fair value, totaled $207.8 million, or 6.9% of total assets. Of the federal agency portfolio, based on amortized cost, none had maturities of one year or less, and $167.2 million had maturities of between five and ten years and a weighted average yield of 2.2%.The agency securities portfolio currently includes primarily callable debentures.

State and municipal securities portfolio, available for sale, based on amortized cost, had $3.7 million in securities with a final maturity of one year or less and a weighted average yield of 3.3%; $17.2 million maturing in one to five years with a weighted average yield of 3.6%; $60.5 million maturing in five to ten years with a weighted average yield of 3.9% and $76.7 million maturing in greater than ten years with a weighted average yield of 4.1%. Equity securities available for sale at September 30, 2009 had a fair value of $885,000.

At September 30, 2009, $364.5 million of our available for sale mortgage-backed securities, at fair value, consisted of pass-through securities, which totaled 12.1% of total assets and $66 million of CMO securities, at fair value. The total amortized cost of these pass- through securities was $358.2 million and consisted of $238.7 million, $92.9 million and $26.6 million of Fannie Mae, Freddie Mac and Ginnie Mae MBS, respectively, with respective weighted averages yields of 7.9%, 3.2% and 0.9%.  At the same date, the fair value of our available for sale CMO portfolio totaled $66 million, or 2.2% of total assets, and consisted of CMOs issued by government sponsored agencies such as Fannie Mae, Freddie Mac and $10.4 million sold by private party issuers. The amortized costs of these CMOs result in a weighted average yield of 2.8%. We own both fixed-rate and floating-rate CMOs. The underlying mortgage collateral for our portfolio of CMOs available for sale at September 30, 2009 had contractual maturities of over ten years. However, as with mortgage-backed pass-through securities, the actual maturity of a CMO may be less than its stated contractual maturity due to prepayments of the underlying mortgages and the terms of the CMO tranche owned.

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Held to Maturity Portfolio. The following table sets forth the composition of our held to maturity portfolio at the dates indicated.

	September 30,
	2009				2008				2007
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Investment Securities:
State and municipal securities	$	37,162	$	38,055	$	32,604	$	32,391	$	23,078	$	23,187
Other		1,000		1,034		58		60		57		60
Total investment securities held to maturity		38,162		39,089		32,662		32,451		23,135		23,247
Mortgage-Backed Securities:
Pass-through securities:
Fannie Mae		2,713		2,823		4,929		4,987		6,540		6,527
Freddie Mac		2,834		2,916		4,297		4,335		6,398		6,402
Ginnie Mae		45		44		87		89		148		152
CMOs and REMICs		860		866		1,038		1,037		1,225		1,256
Total mortgage-backed securities held to maturity		6,452		6,649		10,351		10,448		14,311		14,337
Total securities held to maturity	$	44,614	$	45,738	$	43,013	$	42,899	$	37,446	$	37,584

At September 30, 2009, our held to maturity mortgage-backed securities portfolio totaled $6.5 million at amortized cost, consisting of: none with contractual maturities of one year or less and $1.3 million with a weighted average yield of 5.2% and contractual maturities within five years and $0.6 million with a weighted average yield of 6.1% and contractual maturities of five to ten years and $4.5 million with a weighted average yield of 3.5% with contractual maturities of greater than ten years; CMOs of $0.9 million are included in this portfolio. While the contractual maturity of the CMOs underlying collateral is greater than ten years, the actual period to maturity of the CMOs may be shorter due to prepayments on the underlying mortgages and the terms of the CMO tranche owned.

State and municipal securities totaled $37.2 million at amortized cost (primarily unrated obligations) and consisted of $21.1 million, with a final maturity of one year or less and a weighted average yield of 3.0%; $8.7 million, maturing in one to five years, with a weighted average yield of 4.0%; $1.7 million maturing in five to ten years, with a weighted average yield of 4.5% and $5.6 million, maturing in greater than ten years, with a weighted average yield of 4.3%.

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Portfolio Maturities and Yields. The following table summarizes the composition and maturities of the investment debt securities portfolio and the mortgage backed securities portfolio at September 30, 2009. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. State and municipal securities yields have not been adjusted to a tax-equivalent basis.

	One Year or Less					More than One Year through Five Years					More than Five Years through Ten Years					More than Ten Years					Total Securities
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield			Amortized Cost		Fair Value		Weighted Average Yield
	(Dollars in thousands)
Available for Sale:
Mortgage-Backed Securities
Fannie Mae	$	1,652		3.72	%	$	10,487		3.36	%	$	75,997		3.57	%	$	150,587		4.42	%	$	238,723	$	243,063		4.10	%
Freddie Mac		899		3.83			4,864		3.97			21,402		3.61			65,720		4.36			92,885		94,506		4.16
Ginnie Mae		1		5.93			-		-			18		4.35			26,567		4.40			26,586		26,929		4.40
CMOs and REMICs		-		-			-		-			11,163		3.36			55,621		2.63			66,784		66,017		2.75
Total		2,552		3.76			15,351		3.55			108,580		3.56			298,495		4.07			424,978		430,515		3.87
Investment Securities
U.S. Government and agency securities		-		-			-		-			167,154		2.20			40,040		1.69			207,194		207,776		2.10
Corporate		-		-			25,245		3.76			-		-			-		-			25,245		25,823		3.76
Equity  securities		1,145		-			-		-			-		-			-		-			1,145		885		-
State and municipal		3,678		3.30			17,174		3.58			60,499		3.95			76,656		4.11			158,007		167,584		3.97
Total		4,823		0.43			42,419		3.69			227,653		2.66			116,696		3.28			391,591		402,068		2.79
Total debt securities available for sale	$	7,375		0.71	%	$	57,770		3.65	%	$	336,233		2.95	%	$	415,191		3.85	%	$	816,569	$	832,583		3.34	%
Held to Maturity:
Mortgage-Backed Securities
Fannie Mae	$	-		-	%	$	1,003		5.42	%	$	-		-	%	$	1,710		4.38	%	$	2,713	$	2,823		4.76	%
Freddie Mac		-		-			247		4.00			635		6.10			1,952		3.73			2,834		2,916		4.29
Ginnie Mae		-		-			44		7.86			-		-			-		-			44		44		7.86
CMOs and REMICs		-		-			-		-			-		-			861		1.43			861		867		1.43
Total		-		-			1,294		5.23			635		6.10			4,523		3.54			6,452		6,650		4.13
Investment Securities
State and municipal securities		21,089		3.04			8,748		4.01			1,743		4.52			5,582		4.34			37,162		38,055		4.34
Other		-		-			1,000		3.16			-		-			-		-			1,000		1,034		3.16
Total		21,089		3.04			9,748		3.92			1,743		4.52			5,582		4.34			38,162		39,089		4.31
Total debt securities held to maturity	$	21,089		3.04	%	$	11,042		4.07	%	$	2,378		4.95	%	$	10,105		3.98	%	$	44,614	$	45,739		4.18	%

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Sources of Funds

General. Deposits, borrowings, repayments and prepayments of loans and securities, proceeds from sales of loans and securities, proceeds from maturing securities and cash flows from operations are the primary sources of our funds for use in lending, investing and for other general purposes.

Deposits. We offer a variety of deposit accounts with a range of interest rates and terms. Our deposit accounts consist of savings accounts, NOW accounts, checking accounts, money market accounts, club accounts, certificates of deposit and IRAs and other qualified plan accounts. We provide a variety of commercial checking accounts and other products for businesses. In addition, we provide low-cost checking account services for low-income customers.

At September 30, 2009, our deposits totaled $2.1 billion. Interest-bearing deposits totaled $1.6 billion, and non-interest-bearing demand deposits totaled $492 million. NOW, savings and money market deposits totaled $1.1 billion at September 30, 2009. Also at that date, we had a total of $495.0 million in certificates of deposit, of which $439.6 million had maturities of one year or less. Although we have a significant portion of our deposits in shorter-term certificates of deposit, our management monitors activity on these accounts and, based on historical experience and our current pricing strategy, we believe we will retain a large portion of such accounts upon maturity, although we may have to match competitive rates to retain many of these accounts.

Our deposits are obtained predominantly from the areas in which our branch offices are located. We rely on our favorable locations, customer service and competitive pricing to attract and retain these deposits. While we accept certificates of deposit in excess of $100,000 for which we may provide preferential rates, we do not actively solicit such deposits as they are more difficult to retain than core deposits. Our limited purpose commercial bank subsidiary, Provident Municipal Bank, accepts municipal deposits. Municipal time accounts (certificates of deposit) are generally obtained through a bidding process, and tend to carry higher average interest rates than retail certificates of deposit of similar term.  The Company had $20.6 million (including certificates of deposit account registers service (CDAR’s) reciprocal CDs of $10.6 million) and $16.6 million of brokered deposits as of September 30, 2009 and 2008, respectively.

Distribution of Deposit Accounts by Type.  The following table sets forth the distribution of total deposit accounts, by account type, at the dates indicated.

	For the year ended September 30,
	2009						2008					2007
	Amount			Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Demand deposits:
Retail		$	169,122		8.1	%	$	162,161		8.1	%	$	162,518		9.5	%
Commercial & municipal			323,112		15.5			325,729		16.4			201,213		11.7
Total demand deposits			492,234		23.6			487,890		24.5			363,731		21.2
Business & municipal NOW deposits			225,046		10.8			217,462		10.9			51,679		3.0
Personal NOW deposits			127,595		6.1			115,442		5.8			110,858		6.5
Savings deposits			357,814		17.2			335,986		16.9			346,430		20.2
Money market deposits			384,632		18.5			306,504		15.4			277,793		16.2
Subtotal			1,587,321		76.2			1,463,284		73.5			1,150,491		67.1
Certificates of deposit			494,961		23.8			525,913		26.5			563,193		32.9
Total deposits		$	2,082,282		100.0	%	$	1,989,197		100.0	%	$	1,713,684		100.0	%

As of September 30, 2009 and September 30, 2008 the Company had $470.2 million and $460.8 million, respectively, in municipal deposits.  Of these amounts, $201,000 and $242,300 were deposits related to school district tax deposits due on September 30, 2009 and 2008, respectively, which we generally retain only for a short period.  The following table sets forth the distribution of average deposit accounts by account category with the average rates paid at the dates indicated.

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	September 30,
	2009							2008							2007
	Average Balance		Interest		Average Rate Paid			Average Balance		Interest		Average Rate Paid			Average Balance		Interest		Average Rate Paid
	(Dollars in thousands)
Non interest bearing deposits	$	380,571		-		-		$	351,995		-		-		$	347,956		-		-
NOW deposits		232,164	$	670		0.29	%		189,524	$	1,015		0.54	%		153,869	$	622		0.40	%
Savings deposits(1)		366,355		758		0.21	%		356,854		1,243		0.35	%		377,079		1,930		0.51	%
Money market deposits		374,507		2,707		0.72	%		285,119		5,299		1.86	%		252,925		6,671		2.64	%
Certificates  of deposit		577,723		14,240		2.46	%		556,973		20,787		3.73	%		600,422		27,216		4.53	%
Total interest bearing deposits		1,550,749	$	18,375		1.18	%		1,388,470	$	28,344		2.04	%		1,384,295	$	36,439		2.63	%
Total deposits	$	1,931,320						$	1,740,465						$	1,732,251

 (1) Includes club accounts and mortgage escrow balances.

Certificates of Deposit by Interest Rate Range.  The following table sets forth information concerning certificates of deposit by interest rate ranges at the dates indicated.

	At September 30, 2009
	Period to Maturity
	Less than One		One to Two		Two to Three		More than Three				Percent of			Total at September 30,
	Year		Years		Years		Years		Total		Total			2008		2007
	(Dollars in thousands)
Interest Rate Range:
2.00% and below	$	315,349	$	6,479	$	346	$	500	$	322,674		65.2	%	$	5,869	$	-
2.01% to 3.00%		58,855		4,177		4,764		4,687		72,483		14.6	%		422,672		3,929
3.01% to 4.00%		60,797		5,822		2,282		8,819		77,720		15.7	%		28,556		27,124
4.01% to 5.00%		4,641		2,450		3,383		10,965		21,439		4.3	%		66,726		426,792
5.01% to 6.00%		-		154		177		314		645		0.1	%		2,080		105,348
6.01% and above		-		-		-		-		-		0.0	%		10		-
Total	$	439,642	$	19,082	$	10,952	$	25,285	$	494,961		100	%	$	525,913	$	563,193

Certificates of Deposit by Time to Maturity. The following table sets forth certificates of deposit by time remaining until maturity as of September 30, 2009.

	Maturity
	3 months or			Over 3 to 6			Over 6 to 12			Over 12
	Less			Months			Months			Months			Total
	(Dollars in thousands)
Certificates of deposit less than $100,000		$	121,273		$	104,361		$	67,419		$	41,190		$	334,243
Certificates of deposit of $100,000 or more (¹)			91,590			33,433			21,567			14,128			160,718
		$	212,863		$	137,794		$	88,986		$	55,318		$	494,961

____________________

(¹) The weighted interest rates for these accounts, by maturity period, are 1.61% for 3 months or less; 2.03% for 3 to 6 months; 0.12% for 6 to 12 months; and 3.35% for over 12 months. The overall weighted average interest rate for accounts of $100,000 or more was 1.59%

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Short-term Borrowings. Our short-term borrowings (less than one year) consist of advances, repurchase agreements and overnight borrowings. At September 30, 2009, we had access to additional Federal Home Loan Bank advances of up to an additional $200 million on a collateralized basis. The following table sets forth information concerning balances and interest rates on our short-term borrowings at the dates and for the years indicated.

	At or For the Years Ended September 30,
	2009				2008			2007
	(Dollars in thousands)
Balance at end of year		$	62,677		$	153,893		$	376,753
Average balance during year			91,985			257,942			418,363
Maximum outstanding at any month end			293,608			372,021			556,457
Weighted average interest rate at end of year			4.09	%		2.16	%		5.13	%
Average interest rate during year			3.38	%		3.50	%		5.35	%

Competition

We face significant competition in both originating loans and attracting deposits. The New York metropolitan area has a high concentration of financial institutions, many of which are significantly larger institutions with greater financial resources than us, and many of which are our competitors to varying degrees. Our competition for loans comes principally from commercial banks, savings banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. Our most direct competition for deposits has historically come from commercial banks, savings banks and credit unions. We face additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies. We have emphasized personalized banking and the advantage of local decision-making in our banking business and this strategy appears to have been well received in our market area. We do not rely on any individual, group, or entity for a material portion of our deposits.  Given the turmoil that has existed in the financial markets and related credit dislocations, many banks have been aggressively seeking deposits by utilizing interest rates which lack correlation to the current federal funds market.  Although we have not done so in the past, net interest income could be adversely affected should competitive pressures cause us to increase our interest rates paid on deposits in order to maintain our market share.

Employees

As of September 30, 2009, we had 494 full-time employees and 84 part-time employees. The employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good.

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Regulation

General

As a savings and loan holding company, Provident Bancorp and its federal savings bank subsidiary, Provident Bank, are supervised and regulated by the Office of Thrift Supervision (“OTS”).  As a state-chartered, insured bank, Provident Municipal Bank is regulated by the New York State Department of Banking and the Federal Deposit Insurance Corporation (“FDIC”).  Because it is an FDIC-insured institution, Provident Bank also is subject to regulation by the FDIC.  Provident Bank’s relationship with its depositors and borrowers also is regulated to a great extent by both federal and state laws, especially in matters concerning the ownership of deposit accounts and the form and content of Provident Bank’s loan documents.  As a regulated financial services firm, our relationships and good standing with regulators are of fundamental importance to the continuation and growth of our businesses. The OTS, SEC, and other regulators have broad enforcement powers, and powers to approve, deny, or refuse to act upon our applications or notices to conduct new activities, acquire or divest businesses or assets, or reconfigure existing operations.

Provident Bancorp and its subsidiaries are subject to numerous governmental regulations, some of which are summarized below.  These summaries are not complete and you should refer to these laws and regulations for more information.  There are numerous rules governing the regulation of financial services institutions and their holding companies. Accordingly, the following discussion is general in nature and does not purport to be complete or to describe all of the laws and regulations that apply to us. Failure to comply with applicable laws and regulations could result in a range of sanctions and enforcement actions, including the imposition of civil money penalties, formal agreements and cease and desist orders.  Applicable laws and regulations may change in the future and any such change could have a material adverse impact on Provident Bancorp, Provident Bank or Provident Municipal Bank.

In addition, Provident Bancorp and its subsidiaries are subject to examination by regulators, which results in examination reports and ratings (which are not publicly available) that can impact the conduct and growth of our businesses. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various other factors. An examination downgrade by any of our federal bank regulators potentially can result in the imposition of significant limitations on our activities and growth. These regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and regulations or with the supervisory policies of these agencies. This supervisory framework could materially impact the conduct, growth and profitability of our operations.

Holding Company Regulation

Provident Bancorp is a unitary savings and loan holding company because it owns only one savings association.  The OTS has supervisory and enforcement authority over Provident Bancorp and its non-bank subsidiaries. Among other things, this authority permits the OTS to restrict or prohibit activities that are determined to be a risk to Provident Bank.

Provident Bancorp must generally limit its activities to those permissible for (i) financial holding companies under the Bank Holding Company Act, or (ii) multiple savings and loan holding companies under the Savings and Loan Holding Company Act.  Activities in which a financial holding company may engage are those considered financial in nature or those incidental or complementary to financial activities.  These activities include lending, trust and investment advisory activities, insurance agency activities, and securities and insurance underwriting activities.  Activities permitted to multiple savings and loan holding companies include certain real estate investment activities, and other activities permitted to bank holding companies under the Bank Holding Company Act.

Federal law prohibits Provident Bancorp, directly or indirectly, or through one or more subsidiaries, from acquiring control of another savings association or a savings and loan holding company, without prior written approval of the OTS. It also prohibits the acquisition or retention of, with specified exceptions, more than 5%of the voting shares of a savings association or savings and loan holding company that is not already a subsidiary, without prior written approval of the OTS. In evaluating applications for acquisition, the OTS must consider the financial and managerial resources and future prospects of the company and association involved, the effect of the acquisition on the association, the risk to the Deposit Insurance Fund, the convenience and needs of the community to be served, and competitive factors.

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As a public company with securities registered under the Securities Exchange Act of 1934, Provident Bancorp also is subject to that statute and to the Sarbanes-Oxley Act.

Dividends

Provident Bancorp is a legal entity separate and distinct from its savings association and other subsidiaries, and its principal sources of funds are cash dividends paid by these subsidiaries.  OTS regulations limit the amount of capital distributions, including cash dividends, stock repurchases, and other transactions charged to the institution’s capital account, that can be made by Provident Bank.  Furthermore, because Provident Bank is a subsidiary of a holding company, it must file a notice with the OTS at least 30 days before Provident Bank’s Board of Directors declares a dividend or approves a capital distribution.  This notice may be denied if the OTS finds that:

· the savings association would be undercapitalized or worse following the distribution;

· the proposed capital distribution raises safety and soundness concerns;

· or the capital distribution would violate a prohibition contained in any statute, regulation, agreement with the OTS, or OTS-imposed condition.

Provident Bank must file an application (rather than a notice) with the OTS if, among other things, the total amount of all capital distributions, including the proposed distribution, for the calendar year exceeds the institution’s net income for that year, plus retained net income for the preceding two years.

As of October 1, 2009, the maximum amount of dividends that could be declared by Provident Bank for fiscal 2010, without regulatory approval, is net income for calendar year 2010, plus $14.8 million.  Provident Bank paid $9.4 million in dividends to the Company during October 2009, reducing the $14.8 million to $5.4 million.

Capital Requirements

As a savings and loan holding company, Provident Bancorp is not currently subject to any regulatory capital requirements.  However, as a federal savings association, Provident Bank is subject to OTS capital requirements.  The OTS regulations require savings associations to meet three minimum capital standards: at least an 8% risk-based capital ratio, a 4% leverage ratio (3% for institutions receiving the highest supervisory rating), and at least a 1.5%tangible capital ratio.

The OTS’ risk-based capital standards require a savings association to maintain at least a Tier 1 (core) capital ratio to risk-weighted assets of at least 4%, and a total (core plus supplementary) capital ratio to risk-weighted assets of at least 8%.  To determine these ratios, the regulations define core capital as common stockholders’ equity (including retained earnings), certain non-cumulative perpetual preferred stock and related surplus, and minority interests in equity accounts of fully consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. Supplementary capital is defined as including cumulative perpetual preferred stock, mandatory convertible securities, subordinated debt, intermediate preferred stock, allowance for loan and lease losses up to a maximum of 1.25% of risk-weighted assets, and up to 45%of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. The amount of supplementary capital included as part of total capital cannot exceed 100% of core capital.  In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor ranging from 0% to 100%, assigned by the OTS capital regulation based on the risks inherent in the type of asset.

The OTS’ leverage ratio is defined as the ratio of core capital to adjusted total assets.  The tangible capital ratio is defined as the ratio of tangible capital (the components of which are very similar to those of core capital) to adjusted total assets.

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As an FDIC-insured bank, Provident Municipal Bank is subject to the risk-based capital and leverage capital requirements of the FDIC.  These requirements are similar to the OTS risk-based capital and leverage capital requirements described above.

In addition to the foregoing, the OTS, the FDIC and other federal banking agencies possess broad powers under current federal law to take “prompt corrective action” in connection with depository institutions that do not meet minimum capital requirements.  For this purpose, the law establishes five capital categories for insured depository institution: “well-capitalized”, “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.”  To be considered “well capitalized,” an institution must maintain a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 6% or greater, a leverage capital ratio of 5% or greater, and not be subject to any order or written directive to meet and maintain a specific capital level for any capital measure.  An “adequately capitalized” institution must have a Tier 1 capital ratio of at least 4%, a total capital ratio of at least 8%, and a leverage capital ratio of at least 4%.

If an institution fails to meet these capital requirements, progressively more severe restrictions are placed on the institution’s operations, management and capital distributions, depending on the capital category in which an institution is placed.  Any institution that is “adequately capitalized” is, absent a waiver from the FDIC, prohibited from accepting or renewing brokered deposits.  Any institution that is determined to be “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized” is required to raise additional capital and may not accept or renew brokered deposits.  In addition, numerous mandatory supervisory actions become immediately applicable to the insured depository institution, including, but not limited to, restrictions on growth, investment activities, capital distributions, and affiliate transactions. The federal banking agencies also may take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the replacement of senior executive officers and directors.  The agencies also may appoint a receiver or conservator for a savings association that is “critically undercapitalized”.

At September 30, 2009, the capital of Provident Bank and Provident Municipal Bank exceeded all applicable capital requirements, and each met the requirements to be treated as a “well-capitalized” institution.

Deposit Insurance

The FDIC insures deposit accounts in Provident Bank and Provident Municipal Bank generally up to a maximum of $100,000 per separately-insured depositor, and up to a maximum of $250,000 per separately-insured depositor for certain retirement accounts.  As FDIC-insured depository institutions, Provident Bank and Provident Municipal Bank are required to pay deposit insurance premiums based on the risk each institution poses to the Deposit Insurance Fund.  Currently, the annual FDIC assessment rate ranges from $0.05 to $0.43 per $100 of insured deposits, based on the institution’s relative risk to the Deposit Insurance Fund, as measured by the institution’s regulatory capital position and other supervisory factors.  The FDIC also has the authority to raise or lower assessment rates on insured deposits, subject to limits, and to impose special additional assessments.

The $100,000 limit on insured deposits has been increased temporarily to $250,000, matching the limit on qualified retirement accounts, through December 31, 2013.  In addition, under the FDIC’s Temporary Liquidity Guaranty Program (“TLGP”), non-interest bearing transaction deposit accounts and interest–bearing transaction accounts paying 50 basis points or less will be fully insured above and beyond the $250,000 limit through June 30, 2010.  While this unlimited insurance coverage is in effect, covered deposits in excess of the $250,000 limit are subject to a surcharge of $0.10 per $100 of deposits by the FDIC.

In February 2009, the FDIC substantially increased the quarterly initial base assessment rates as of the second quarter of 2009. In May 2009, the FDIC imposed a 5 basis point special assessment on each institution’s assets (excluding Tier 1 capital) as reported on the institution’s report of condition as of June 30, 2009, up to a maximum special assessment amount of one tenth of one percent of the institution’s assessment base for the second quarter 2009 risk-based assessment. On September 29, 2009, the FDIC issued a notice of proposed rulemaking that would require insured depository institutions to prepay, on December 30, 2009, their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011 and 2012, together with their quarterly risk-based assessment for the third quarter of 2009.  Such action was approved on November 12, 2009.

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In addition, the FDIC collects funds from insured institutions sufficient to pay interest on debt obligations of the Financing Corporation (FICO).  FICO is a government-sponsored entity that was formed to borrow the money necessary to carry out the closing and ultimate disposition of failed thrift institutions by the Resolution Trust Corporation.

For the quarter ended September 30, 2009, the annualized FICO assessment was equal to $0.0104 for each $100 of insured domestic deposits maintained at an institution.  We were allocated $27,000 in DIF assessment credits as of January 1, 2009.  There were no remaining DIF assessment credits at September 30, 2009.

Regulation of Provident Bank

Business Activities. As a federal savings association, Provident Bank derives its deposit, lending and investment powers from the Home Owners’ Loan Act and the regulations of the OTS. Under these laws and regulations, Provident Bank may offer any type of deposit accounts, make or invest in mortgage loans secured by residential and commercial real estate, make and invest in commercial and consumer loans, certain types of debt securities and certain other loans and assets, subject in certain cases to certain limits. Provident Bank also may establish and operate subsidiaries that engage in activities permissible for Provident Bank, as well as service corporation subsidiaries that engage in activities not permissible for Provident Bank to engage in directly (such as real estate investment, and securities and insurance brokerage).  Pursuant to this authority, Provident Bank operates certain subsidiaries, including Provest Services Corp., which holds an investment in a limited partnership that operates an assisted living facility; Provest Services Corp. II, through which Provident Bank offers annuities and insurance products to its customers.  Provident Bank also controls Provident REIT, Inc. and WSB Funding to hold residential and commercial real estate loans.  Certain of Provident Bank’s subsidiaries are subject to separate regulatory requirements, such as those applicable to insurance agencies and investment advisors.  Hardenburgh Abstract Company of Orange County Inc., a title insurance company; and Hudson Valley Investment Advisors, LLC, an investment advisory firm are subsidiaries of Provident New York Bancorp.

Qualified Thrift Lender Test. As a federal savings association, Provident Bank must meet the qualified thrift lender (“QTL”) test. Under the QTL test, Provident Bank must maintain at least 65%of its “portfolio assets” in “qualified thrift investments” in at least nine months of the most recent 12-month period. “Portfolio assets” generally means total assets of a savings association, less the sum of certain specified liquid assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings association’s business.  “Qualified thrift investments” are primarily mortgage loans and securities, and other investments related to housing, home equity loans, credit card loans, education loans and other consumer loans up to a certain percentage of assets.  Provident Bank also may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code of 1986.  If Provident Bank were to fail the QTL test, it would be required to either convert to a bank charter or operate under specified restrictions.

At September 30, 2009, Provident Bank maintained approximately 81.6%of its portfolio assets in qualified thrift investments, and satisfied the QTL test.

Loans to One Borrower. Provident Bank generally may not make loans or extend credit to a single or related group of borrowers in excess of 15%of unimpaired capital and surplus on an unsecured basis. An additional amount may be loaned, up to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of September 30, 2009, Provident Bank was in compliance with the loans-to-one-borrower limitations.

Transactions with Affiliates. Provident Bank is subject to restrictions on transactions with affiliates that are the same as those applicable to commercial banks under Sections 23A and 23B of the Federal Reserve Act, as well as certain additional restrictions imposed on federal savings associations by the Home Owners’ Loan Act.  The term “affiliate” under these laws means any company that controls or is under common control with a savings association and includes Provident Bancorp and its non-bank subsidiaries.  Transactions between Provident Bank and certain affiliates are restricted to an aggregate percentage of Provident Bank’s capital, and in general must be collateralized with certain specified assets.  The Home Owners’ Loan Act further prohibit a savings association from lending to any affiliate that is engaged in activities not permissible for a bank holding company and from purchasing or investing in securities issued by any affiliate other than with respect to shares of a subsidiary.  Permissible transactions with affiliates must be on terms that are as favorable to the savings association as comparable transactions with non-affiliates.

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Provident Bank also is restricted in its ability to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, to the same extent as such restrictions apply to commercial banks.  Extensions of credit to insiders must (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons; (ii) not involve more than the normal risk of repayment or present other unfavorable features; and (iii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate. In addition, extensions of credit in excess of certain limits must be approved by Provident Bank’s Board of Directors.

Safety and Soundness Regulations.  Federal law requires each federal banking agency to prescribe certain safety and soundness standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems, and audit systems; loan documentation; credit underwriting; interest rate risk exposure; asset growth; compensation; and other operational and managerial standards as the agency deems appropriate. The federal banking agencies adopted Interagency Guidelines Establishing Standards for Safety and Soundness to implement the safety and soundness requirements of federal law. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If a deficiency persists, the agency must issue an order that requires the institution to correct the deficiency, in addition to taking other statutorily-mandated or discretionary actions.

Enforcement. The OTS has primary enforcement responsibility over federal savings associations such as Provident Bank, and has the authority to bring enforcement action against all “institution-affiliated parties,” including controlling stockholders and attorneys, appraisers, and accountants who knowingly or recklessly participate in wrongful action likely to have a significant adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order, to removal of officers or directors of the institution, receivership, conservatorship, or the termination of deposit insurance. Civil money penalties may be imposed for a wide range of violations and actions. The FDIC also has the authority to recommend to the Director of the OTS that enforcement action be taken with respect to a particular savings association.  If action is not taken by the OTS, the FDIC has authority to take action under specified circumstances.

Community Reinvestment Act and Fair Lending Laws. All savings associations have a responsibility under the Community Reinvestment Act (“CRA”) and related regulations of the OTS to help meet the credit needs of their communities, including low-and moderate-income neighborhoods, consistent with safe and sound operations. The OTS is required to assess the savings association’s record of compliance with the CRA, and to assign one of four possible ratings to an institution’s CRA performance, including “outstanding,” “satisfactory,” “needs to improve,” and “substantial noncompliance.”  The Equal Credit Opportunity Act and the Fair Housing Act also prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. A savings association’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OTS, as well as other federal regulatory agencies and the Department of Justice. Provident Bank received an “outstanding” Community Reinvestment Act rating in its most recent federal examination.

Federal Home Loan Bank System. Provident Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions. As a member of the Federal Home Loan Bank of New York, Provident Bank is required to acquire and hold shares of capital stock in the Federal Home Loan Bank of New York in an amount at least equal to 1 % of the aggregate principal amount of its unpaid residential mortgage loans and similar obligations at the beginning of each year, or 1/20 of its borrowings from the Federal Home Loan Bank, whichever is greater. As of September 30, 2009, Provident Bank was in compliance with this requirement.

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Other Regulations.  Provident Bank is subject to federal consumer protection statutes and regulations promulgated under these laws, including, but not limited to, the:

· Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; Home Mortgage Disclosure Act, requiring financial institutions to provide certain information about home mortgage and refinanced loans; Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

· Fair Credit Reporting Act, governing the provision of consumer information to credit reporting agencies and the use of consumer information;

· Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

· Electronic Funds Transfer Act, governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.

Provident Bank also is subject to federal laws protecting the confidentiality of consumer financial records, and limiting the ability of the institution to share non-public personal information with third parties.

Finally, Provident Bank is subject to extensive anti-money laundering provisions and requirements, which require the institution to have in place a comprehensive customer identification program and an anti-money laundering program and procedures.  These laws and regulations also prohibit financial institutions from engaging in business with foreign shell banks; require financial institutions to have due diligence procedures and, in some cases, enhanced due diligence procedures for foreign correspondent and private banking accounts; and improve information sharing between financial institutions and the U.S. government.  Provident Bank has established policies and procedures intended to comply with these provisions.

Recent Regulatory Initiatives

Capital Purchase Program.  Under the Capital Purchase Program (“CPP”) announced by the U.S. Department of the Treasury on October 14, 2008, as part of the Troubled Asset Relief Program (“TARP”), Treasury committed to invest up to $250 billion in eligible institutions in the form of non-voting senior preferred stock.  Although Treasury agreed to purchase up to $58.4 million of Provident Bancorp non-voting preferred stock, the Company decided not to participate in the program.

TLGP.  Provident Bancorp and Provident Bank participate in the TLGP.  As a result, Provident Bank’s non-interest-bearing transaction deposits accounts (such as business checking accounts) and interest bearing transaction accounts paying 50 basis points or less, and IOLA accounts will be fully insured through June 30, 2010, as described above under the heading “Deposit Insurance.”  In addition the FDIC has guaranteed all newly issued senior unsecured debt (e.g., promissory notes, unsubordinated unsecured notes and commercial paper) up to prescribed limits issued by participating entities between October 14, 2008 and October 31, 2009. For eligible debt issued by that date, the FDIC will provide the guarantee coverage until the earlier of the maturity date of the debt or December 31, 2012.  Provident Bank issued $51.5 million senior unsecured debt in a pooled security in February 2009.  This debt matures in February 2012.  Provident prepaid $1.00 of insurance premiums for each $100 (on a per annum basis) of debt that was guaranteed. Additionally, the FDIC has established an emergency debt guarantee facility through April 30, 2010, through which institutions that are unable to issue non-guaranteed debt to replace maturing senior unsecured debt because of market disruptions or other circumstances beyond their control may apply on a case-by-case basis to issue FDIC-guaranteed senior unsecured debt. The FDIC guarantee of any debt issued under this emergency facility would expire the earlier of the maturity date or December 31, 2012, and the guarantee would be subject to an annualized assessment rate equal to a minimum of 300 basis points.

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ITEM 1A.   Risk Factors

Recent Legislation in Response to Market and Economic Conditions May Significantly Affect Our Operations, Financial Condition, and Earnings.

Instability and volatility in the credit markets has led to the adoption of legislation and regulatory actions which have the potential to significantly affect financial institutions and holding companies, including us.

In response to this financial crisis affecting the banking system and financial markets, the United States Congress enacted the Emergency Economic Stabilization Act of 2008 and the American Recovery and Reinvestment Act of 2009. Under these and other laws and government actions:

· the U.S. Department of the Treasury, or “Treasury,” has provided capital to financial institutions and adopted programs to facilitate and finance the purchase of problem assets and finance asset-backed securities via the Troubled Assets Relief Program, or “TARP”;

· the FDIC has temporarily increased the limits on federal deposit insurance with the exception of depository institutions who have voluntarily opted out of the program and has also provided availability of temporary liquidity guarantee, or “TLG”, of all FDIC-insured institutions and their affiliates’ debt, as well as deposits in noninterest-bearing transaction deposit accounts; and

· the federal government has undertaken various forms of economic stimulus, including assistance to homeowners in restructuring mortgage payments on qualifying loans.

TARP and the TLG are winding down, and the effects of this wind-down cannot be predicted.

In addition, the federal government is considering various proposals for a comprehensive reform of the financial services industry and markets and coordinating reforms with other countries. There can be no assurance that these various initiatives or any other future legislative or regulatory initiatives will be successful at improving economic conditions globally, nationally or in our markets, or that the measures adopted will not have adverse consequences. These new laws, regulations, and changes will increase our FDIC insurance premiums and may also increase our costs of regulatory compliance and of doing business, and otherwise affect our operations.  At this time, we cannot fully determine the extent of these effects, or any other effects, on us caused by these and future laws and regulations.  However, they may significantly affect the markets in which we do business, the markets for and value of our investments, and our ongoing operations, costs and profitability.

Difficult Market Conditions Have Adversely Affected Our Industry.

We are operating in a challenging and uncertain economic environment, including generally uncertain national and local conditions.  Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets.  Dramatic declines in the housing market over the past two years, with falling home prices and increasing foreclosure, unemployment and under-employment, have negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities as well as major commercial and investment banks.  These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative and cash securities, in turn, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail.  Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions.  This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally.  The resulting economic pressure on consumers and lack of confidence in the financial markets may adversely affect our business, financial condition and results of operations.  A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial services industry.  In particular, we may face the following risks in connection with these events:

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· We expect to face increased regulation of our industry, and compliance with such regulation may increase our costs, limit our ability to pursue business opportunities, and increase compliance challenges.

· Our ability to assess the creditworthiness of our customers or to estimate the values of our assets may be impaired if the models and approaches we use become less predictive of future behaviors, valuations, assumptions or estimates. The process we use to estimate losses inherent in our credit exposure or estimate the value of certain assets requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans or impact the value of assets, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process.

· Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.

· We may be required to pay significantly higher FDIC premiums because market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits. In May 2009, the FDIC approved an increase in deposit insurance premiums, including a one-time special assessment on deposits as of June 30, 2009 and a provision allowing the FDIC to impose additional special assessments on the expanded assessment base for the third and fourth quarters of calendar year 2009. These actions will significantly increase our noninterest expense in our fiscal year 2010 and in future years as long as the increased premiums remain in place.

A further deterioration in economic conditions or a prolonged delay in economic recovery areas could result in the following consequences, any of which could have a material adverse effect on our business:

· Loan delinquencies may increase further;

· Problem assets and foreclosures may increase further;

· Demand for our products and services may decline;

· Collateral for loans made by us, especially real estate, may decline further in value, in turn reducing a customer’s borrowing power, and reducing the value of assets and collateral associated with our loans; and

· Investments in mortgage-backed securities may decline in value as a result of performance of the underlying loans or the diminution of the value of the underlying real estate collateral.

The Congressional and State response to the current economic and credit crisis could have an adverse effect on our business.

Federal and state legislators and regulators are expected to pursue increased regulation of how banks are operated and how loans are originated, purchased, and sold as a result of the current economic and credit crisis. Changes in regulations applicable to the operation of depository institutions, such as regulations limiting certain fees applicable to deposit accounts or credit cards, could limit important sources of revenue for Provident Bank. Additionally, changes in the regulations applicable to FDIC deposit insurance, including expiration of temporary measures taken by the FDIC during the financial crisis, could reduce the amounts of insurance or circumstances in which insurance is available with respect to deposit accounts, which may negatively affect our ability to attract and retain deposits. Changes in the lending market and secondary markets for loans and related congressional and regulatory responses may also affect how Provident Bank makes and underwrites loans, buys and sells such loans in secondary markets, and otherwise conducts its business. We are unable to predict whether any legislative or regulatory initiatives will be implemented, what form they will take, or whether such initiatives or actions, once they are initiated or taken, will thereafter continue to change. Any such actions could affect us in substantial and unpredictable ways and could have an adverse effect on our business, financial condition and results of operations.

Lack of Consumer Confidence in Financial Institutions May Decrease Our Level of Deposits.

Our level of deposits may be affected by lack of consumer confidence in financial institutions, which have caused fewer depositors to be willing to maintain deposits that are not FDIC-insured accounts.  That may cause depositors to withdraw deposits and place them in other institutions or to invest uninsured funds in investments perceived as being more secure, such as securities issued by the United States Treasury.  These consumer preferences may cause us to be forced to pay higher interest rates to retain deposits and may constrain liquidity as we seek to meet funding needs caused by reduced deposit levels.

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An Inadequate Allowance for Loan Losses Would Negatively Impact Our Results of Operations.

We are exposed to the risk that our customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans will not be sufficient to avoid losses.  Credit losses are inherent in the lending business and could have a material adverse effect on our operating results.  Volatility and deterioration in the broader economy may also increase our risk of credit losses.  The determination of an appropriate level of allowance for loan losses is an inherently uncertain process and is based on numerous assumptions.  The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control, and charge-offs may exceed current estimates.  We evaluate the collectability of our loan portfolio and provide an allowance for loan losses that we believe is adequate based upon such factors as, including, but not limited to: the risk characteristics of various classifications of loans; previous loan loss experience; specific loans that have loss potential; delinquency trends; the estimated fair market value of the collateral; current economic conditions; the views of our regulators; and geographic and industry loan concentrations. If any of our evaluations are incorrect and borrower defaults result in losses exceeding our allowance for loan losses, our results of operations could be significantly and adversely affected.  We cannot assure you that our allowance will be adequate to cover probable loan losses inherent in our portfolio.

The Need to Account for Assets at Market Prices May Adversely Affect Our Results of Operations.

We report certain assets, including investments and securities, at fair value.  Generally, for assets that are reported at fair value we use quoted market prices or valuation models that utilize market data inputs to estimate fair value. Because we carry these assets on our books at their fair value, we may incur losses even if the asset in question presents minimal credit risk.  Given the continued disruption in the capital markets, we may be required to recognize other-than-temporary impairments in future periods with respect to securities in our portfolio.  The amount and timing of any impairment recognized will depend on the severity and duration of the decline in fair value of the securities and our estimation of the anticipated recovery period.

Acquisition, Development, and Construction (ADC) Loans, Commercial, Real Estate and Commercial and Industrial Loans Expose us to Increased Risk.

At September 30, 2009, our portfolio of commercial real estate loans totaled $554.5 million, or 32.5% of total loans, our commercial and industrial business loan portfolio totaled $242.6 million, or 14.2% of total loans, and our portfolio of acquisition, development and construction loans (ADC) totaled $193.8 million, or 11.4% of total loans. We plan to continue to emphasize the origination of these types of loans. These loans are subject to a variety of risks as described in the section entitled “Allowance for Loan Losses”.  In addition, many of our borrowers also have more than one commercial real estate, commercial business or ADC loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship may expose us to significantly greater risk of loss.

Changes in the Value of Goodwill and Intangible Assets Could Reduce Our Earnings.

We are required by U.S. generally accepted accounting principles to test goodwill and other intangible assets for impairment at least annually. Testing for impairment of goodwill and intangible assets involves the identification of reporting units and the estimation of fair values. The estimation of fair values involves a high degree of judgment and subjectivity in the assumptions used. As of September 30, 2009, if our goodwill and intangible assets were fully impaired and we were required to charge-off all of our goodwill, the pro forma reduction to our stockholders’ equity would be approximately $4.26 per share.  Using a discount rate of 12% and a terminal multiple of 14 times expected earnings, the net present value of Provident New York Bancorp shares exceeded recorded book value by 6% as of September 30, 2009.  Further declines in the value of bank stocks and the fair value of banks in general would make it more likely that we would have to record an impairment of goodwill.

Our Continuing Concentration of Loans in Our Primary Market Area May Increase Our Risk.

Our success depends primarily on the general economic conditions in the counties in which we conduct business, and in the New York metropolitan area in general. Unlike large banks that are more geographically diversified, we provide banking and financial services to customers primarily in Rockland and Orange Counties, New York. We also have a branch presence in Ulster, Sullivan, Westchester and Putnam Counties in New York and in Bergen County, New Jersey. The local economic conditions in our market area have a significant impact on our loans, the ability of the borrowers to repay these loans and the value of the collateral securing these loans. A significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control, would affect the local economic conditions and could adversely affect our financial condition and results of operations.

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Changes in Market Interest Rates Could Adversely Affect Our Financial Condition and Results of Operations.

Our financial condition and result of operations are significantly affected by changes in market interest rates. Our results of operations substantially depend on our net interest income, which is the difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest-bearing liabilities. Our interest-bearing liabilities generally reprice or mature more quickly than our interest-earning assets. If rates increase rapidly as a result of an improving economy, we may have to increase the rates paid on our deposits and borrowed funds more quickly than loans and investments reprice, resulting in a negative impact on interest spreads and net interest income. In addition, the impact of rising rates could be compounded if deposit customers move funds from savings accounts back to higher rate certificate of deposit accounts. Conversely, should market interest rates continue to fall below current levels, our net interest margin could also be negatively affected, as competitive pressures could keep us from further reducing rates on our deposits, and prepayments and curtailments on assets may continue. Such movements may cause a decrease in our interest rate spread and net interest margin.   Average funding costs have declined in 2009 to 1.52% in response to Federal Reserve Bank interest rate cuts.  Average wholesale funding costs, as measured by the cost of borrowings, decreased from 4.87% in 2007 to 3.64% in 2009.  These decreases outpaced the tax equivalent average yield on earning assets, which decreased from 6.29% in 2007 to 5.28% in 2009.   The overall result was that tax equivalent net interest income has increased from $87.9 million in 2007 to $99.0 million in 2008 and decreased to $97.9 million in 2009.  A decline in net interest margin may occur, offsetting a portion, or all gains in net interest income generated from an increasing volume of assets, if competitive market pressures limit our ability to reduce liability costs as the level of short-term interest rates decrease, or liability costs increase in response to increasing short-term rates.  In this regard, we have $227.5 million in structured/convertible advances with FHLB.  The advances have interest rates that are below the level of comparable fixed term borrowings at the time of issue.  If interest rates rise, the borrowings may be called, whereby the funds would need to be converted at potentially higher interest rates.

We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowings costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities. Additionally, increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans.

Changes in interest rates also affect the value of our interest earning assets and in particular our securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. At September 30, 2009, our investment and mortgage-backed securities available for sale totaled $832.6 million. Unrealized gains on securities available for sale, net of tax, amounted to $9.5 million and are reported as part of other comprehensive income, included as a separate component of stockholders’ equity. Further, decreases in the fair value of securities available for sale, therefore, could have an adverse effect on stockholders’ equity.

Our ability to pay dividends is subject to regulatory limitations and other limitations which may affect our ability to pay dividends to our stockholders.

Provident Bancorp is a separate legal entity from its subsidiary, Provident Bank, and does not have significant operations of its own. The availability of dividends from Provident Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of Provident Bank and other factors that the OTS, Provident Bank’s primary regulator, could assert that payment of dividends or other payments may result in an unsafe or unsound practice. If Provident Bank is unable to pay dividends to Provident Bancorp, we may not be able to pay dividends on our common stock. Consequently, the inability to receive dividends from Provident Bank could adversely affect our financial condition, results of operations and prospects.

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A Breach of Information Security Could Negatively Affect Our Earnings.

Increasingly, we depend upon data processing, communication and information exchange on a variety of computing platforms and networks, and over the internet. We cannot be certain all our systems are entirely free from vulnerability to attack, despite safeguards we have instituted. In addition, we rely on the services of a variety of vendors to meet our data processing and communication needs. Disruptions to our vendors’ systems may arise from events that are wholly or partially beyond our vendors’ control (including, for example, computer viruses or electrical or telecommunications outages).  If information security is breached, despite the controls we have instituted, information can be lost or misappropriated, resulting in financial loss or costs to us or damages to others. These costs or losses could materially exceed the amount of insurance coverage, if any, which would adversely affect our earnings.

We Are Subject to Extensive Regulatory Oversight.

We and our subsidiaries are subject to extensive regulation and supervision.  Regulators have intensified their focus on bank lending criteria and controls, and on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements.  There is also increased scrutiny of our compliance with the rules enforced by the Office of Foreign Assets Control.  In order to comply with regulations, guidelines and examination procedures in the anti-money laundering area, we have been required to adopt new policies and procedures and to install new systems. We cannot be certain that the policies, procedures and systems we have in place are flawless.  Therefore, there is no assurance that in every instance we are in full compliance with these requirements.  Our failure to comply with these and other regulatory requirements can lead to, among other remedies, administrative enforcement actions, and legal proceedings.

Failure to comply with applicable laws and regulations also could result in a range of sanctions and enforcement actions, including the imposition of civil money penalties, formal agreements and cease and desist orders. In addition, the OTS and the FDIC have specific authority to take “prompt corrective action,” depending on our capital level. Currently, we are considered “well-capitalized” for prompt corrective action purposes. If we were to drop to the “adequately capitalized” level, the OTS could restrict our ability to take brokered deposits. If we were to fall to the lower capital levels – “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized” – we would be required to raise additional capital and also would be subject to progressively more severe restrictions on our operations, management and capital distributions; replacement of senior executive officers and directors; and, if we became “critically undercapitalized,” to the appointment of a conservator or receiver.

In addition, recently enacted, proposed and future legislation and regulations have had, will continue to have or may have significant impact on the financial services industry.  Regulatory or legislative changes could make regulatory compliance more difficult or expensive for us, could cause us to change or limit some of our products and services or the way we operate our business, and could limit our ability to pursue business opportunities.

We Are Subject to Competition from Both Banks and Non-Banking Companies.

The financial services industry, including commercial banking, is highly competitive, and we encounter strong competition for deposits, loans and other financial services in our market area. Our principal competitors include commercial banks, other savings banks and savings and loan associations, mutual funds, money market funds, finance companies, trust companies, insurers, leasing companies, credit unions, mortgage companies, real estate investment trusts (REITs), private issuers of debt obligations, venture capital firms, and suppliers of other investment alternatives, such as securities firms. Many of our non-bank competitors are not subject to the same degree of regulation as we are and have advantages over us in providing certain services. Many of our competitors are significantly larger than we are and have greater access to capital and other resources. Also, our ability to compete effectively is dependent on our ability to adapt successfully to technological changes within the banking and financial services industry.

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Various Factors May Make Takeover Attempts More Difficult to Achieve.

Our Board of Directors has no current intention to sell control of Provident Bancorp. Provisions of our certificate of incorporation and bylaws, federal regulations, Delaware law and various other factors may make it more difficult for companies or persons to acquire control of Provident Bancorp without the consent of our Board of Directors. One may want a take over attempt to succeed because, for example, a potential acquirer could offer a premium over the then prevailing market price of our common stock. The factors that may discourage takeover attempts or make them more difficult include:

Certificate of Incorporation and Statutory Provisions. Provisions of the certificate of incorporation and bylaws of Provident Bancorp and Delaware law may make it more difficult and expensive to pursue a takeover attempt that management opposes. These provisions also would make it more difficult to remove our current Board of Directors or management, or to elect new directors. These provisions also include limitations on voting rights of beneficial owners of more than 10% of our common stock, supermajority voting requirements for certain business combinations, the election of directors to staggered terms of three years and plurality voting. Our bylaws also contain provisions regarding the timing and content of stockholder proposals and nominations and qualification for service on the Board of Directors.

Required Change in Control Payments and Issuance of Stock Options and Recognitionand Retention Plan Shares. We have entered into employment agreements with executive officers, which require payments to be made to them in the event their employment is terminated following a change in control of Provident Bancorp or Provident Bank. We have issued stock grants and stock options in accordance with the 2004 Provident Bancorp Inc. Stock Incentive Plan.  The majority of grants under the plan were made in 2005 and generally vest over five years.  In the event of a change in control, the vesting of stock and option grants accelerate.  In 2006 we adopted the Provident Bank & Affiliates Transition Benefit Plan. The plan calls for severance payments ranging from 12 weeks to one year for employees not covered by separate agreements if they are terminated in connection with a change in control of the Company. These payments and the acceleration of grants would increase the cost of acquiring Provident Bancorp, thereby discouraging future takeover attempts.

ITEM 1B.   Unresolved Staff Comments

Not Applicable.

ITEM  2.   Properties

We maintain our executive offices, commercial lending division and investment management and trust department at a leased facility located at 400 Rella Boulevard, Montebello, NY consisting of 47,445 square feet.  At September 30, 2009, we conducted our business through 33 full-service branches.  Of our 33 branches 14 are located in Orange County, NY, 11 in Rockland County, NY, 2 in Ulster County, NY, 2 in Sullivan County, NY, 1 in Putnam County, NY, 2 in Westchester County and 1 in Bergen County, NJ.  Additionally, 15 of our branches are owned and 18 are leased.  The square footage of our branches range from 300 to 16,000 square feet.

In addition to our branch network and corporate headquarters we lease 3 and own 5 additional properties which are held for general corporate purposes and 2 REO’s.  The total square footage of these properties is 30,213 square feet and they are located in Orange, Rockland, Sullivan and Ulster counties.  This total square footage does not include the South Fallsburg land with square footage of approximately 40,256.  See Note 7 of the “Notes to Consolidated Financial Statements” for further detail on our premises and equipment.

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ITEM 3.  Legal Proceedings

Provident Bancorp is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which, in the aggregate, involve amounts that are believed by management to be immaterial to Provident Bancorp’s financial condition and results of operations.

ITEM 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of stockholders during the quarter ended September 30, 2009.

PART II

ITEM 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(A)

The shares of common stock of Provident New York Bancorp are quoted on the NASDAQ Global Select (“NASDAQ”) under the symbol “PBNY.” As of September 30, 2009, Provident New York Bancorp had 11 registered market makers, 5,788 stockholders of record (excluding the number of persons or entities holding stock in street name through various brokerage firms), and 39,547,207 shares outstanding.

Market Price and Dividends.  The following table sets forth market price and dividend information for the common stock for the past two fiscal years.

Quarter Ended	High		Low		Cash Dividends Declared
September 30, 2009	$	10.44	$	7.93	$	0.06
June 30, 2009		10.15		7.75		0.06
March 31, 2009		11.91		7.31		0.06
December 31, 2008		13.60		9.54		0.06
September 30, 2008	$	14.53	$	10.21	$	0.06
June 30, 2008		14.65		11.06		0.06
March 31, 2008		14.20		11.45		0.06
December 31, 2007		14.02		11.70		0.06

Payment of dividends on Provident New York Bancorp’s common stock is subject to determination and declaration by the Board of Directors and depends on a number of factors, including capital requirements, regulatory limitations on the payment of dividends, the results of operations and financial condition, tax considerations and general economic conditions. No assurance can be given that dividends will be declared or, if declared, what the amount of dividends will be, or whether such dividends will continue.  Repurchases of the Company’s shares of common stock during the fourth quarter of the fiscal year ended September 30, 2009 are detailed in (C) below. There were no sales of unregistered securities during the quarter ended September 30, 2009.

Set forth below is a stock performance graph comparing the yearly total return on our shares of common stock, commencing with the closing price on September 30, 2004, with (a) the cumulative total return on stocks included in the NASDAQ Composite Index, and (b) the cumulative total return on stocks included in theSNL Mid-Atlantic Thrift Index.

There can be no assurance that our stock performance in the future will continue with the same or similar trend depicted in the graph below.  We will not make or endorse any predictions as to future stock performance.

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PROVIDENT NEW YORK BANCORP

	At
Index	09/30/04		09/30/05		09/30/06		09/30/07		09/30/08		09/30/09
Provident New York Bancorp		100.00		100.83		120.15		116.80		119.98		88.89
NASDAQ Composite		100.00		113.44		119.06		142.42		110.28		111.89
SNL Mid-Atlantic Thrift Index		100.00		100.87		112.73		112.62		96.75		71.69

source:  SNL Financial

This stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 10-K under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Provident New York Bancorp specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

(B)

Not Applicable

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(C)

Issuer Purchases of Equity Securities

	Total Number of Shares (or Units) Purchased (1)		Average Price Paid per share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (2)
Period (2009)								836,950
July 1 - July 31		-					$	836,950
August 1 - August 31		10,500		9.29		10,500		826,450
September 1 - September 30		110,524		9.35		76,360		750,090
Total		121,024	$	9.34		86,860

1 The total number of shares purchased during the periods includes shares deemed to have been received from employees who exercised stock options by submitting previously acquired shares of common stock in satisfaction of the exercise price, or shares withheld for tax purposes ($326,266 or 34,164 shares), as is permitted under the Company’s stock benefit plans and shares repurchased as part of a previously authorized repurchase program..

2 The Company announced its fourth repurchase program on August 24, 2007 authorizing the repurchase of 2,000,000 shares.

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ITEM 6. Selected Financial Data

The following financial condition data and operating data are derived from the audited consolidated financial statements of Provident New York Bancorp. Additional information is provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and related notes included as Item 7 and Item 8 of this report, respectively.

	At September 30,
	2009		2008		2007		2006		2005
	(Dollars in thousands)
Selected Financial Condition Data:
Total assets	$	3,021,893	$	2,984,371	$	2,802,099	$	2,841,337	$	2,598,323
Loans, net (1)		1,673,207		1,708,452		1,617,669		1,453,185		1,341,026
Securities available for sale		832,583		791,688		794,997		951,729		822,952
Securities held to maturity		44,614		43,013		37,446		60,987		70,949
Deposits		2,082,282		1,989,197		1,713,684		1,729,659		1,726,401
Borrowings		430,628		566,008		661,242		682,739		442,203
Equity		427,456		399,158		405,089		405,286		395,157

	Years Ended September 30,
	2009		2008		2007		2006		2005
	(Dollars in thousands)
Selected Operating Data:
Interest and dividend income	$	131,590	$	148,982	$	151,626	$	135,616	$	116,171
Interest expense		37,720		53,642		66,888		50,859		29,400
Net interest income		93,870		95,340		84,738		84,757		86,771
Provision for loan losses		17,600		7,200		1,800		1,200		750
Net interest income after provision for loan losses		76,270		88,140		82,938		83,557		86,021
Non-interest income		39,953		21,042		19,845		17,152		17,007
Non-interest expense		80,187		75,500		74,590		71,256		70,582
Income before income tax expense		36,036		33,682		28,193		29,453		32,446
Income tax expense		10,175		9,904		8,566		9,258		11,204
Net income	$	25,861	$	23,778	$	19,627	$	20,195	$	21,242

footnotes on following page

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	At or For the Years Ended September 30,
	2009			2008			2007			2006			2005
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets)		0.89	%		0.84	%		0.70	%		0.75	%		0.84	%
Return on equity (ratio of net income to average equity)		6.22			5.88			4.82			5.15			5.16
Average interest rate spread (2)		3.46			3.49			2.97			3.19			3.63
Net interest margin (3)		3.81			3.96			3.57			3.68			3.98
Efficiency ratio(4)		65.11			61.20			66.40			65.30			63.70
Non-interest expense to average total assets		2.77			2.68			2.68			2.63			2.79
Ratio of average interest-earning assets to average interest-bearing liabilities		123.54			122.26			122.34			122.48			126.07
Per Share Related Data:
Basic earnings per share	$	0.67			0.61		$	0.48		$	0.49		$	0.49
Diluted earnings per share		0.67			0.61			0.48			0.49			0.49
Dividends per share		0.24			0.24			0.20			0.20			0.17
Book value per share (6)		10.81			10.03			9.82			9.49			9.08
Dividend payout ratio (5)		35.82	%		39.34	%		41.67	%		40.82	%		34.69	%
Asset Quality Ratios:
Non-performing assets to total assets		0.95	%		0.57	%		0.26	%		0.18	%		0.07	%
Non-performing loans to total loans		1.55			0.97			0.44			0.34			0.12
Allowance for loan losses to non-performing loans		114			137			281			406			1,283
Allowance for loan losses to total loans		1.76			1.33			1.24			1.38			1.55
Capital Ratios:
Equity to total assets at end of year		14.15	%		13.37	%		14.46	%		14.26	%		15.21	%
Average equity to average assets		14.36			14.34			14.61			14.49			16.26
Tier 1 leverage ratio (bank only)		8.6			8.0			8.1			7.8			8.2
Other Data:
Number of full service offices		33			33			33			33			35

(1) Excludes loans held for sale.

(2) The average interest rate spread represents the difference between the weighted-average yield on interest-earning assets and   the weighted-average cost of interest-bearing liabilities for the period.

(3) The net interest margin represents net interest income as a percent of average interest-earning assets for the period.  Net interest income is commonly presented on a tax-equivalent basis.  This is to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g. was received as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. This adjustment is considered helpful in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios.  Moreover, net interest income is itself a component of a second financial measure commonly used by financial institutions, net interest margin, which is the ratio of net interest income to average earning assets.  For purposes of this measure as well, tax-equivalent net interest income is generally used by financial institutions, again to provide a better basis of comparison from institution to institution.  We follow these practices.

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(4) The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income. As in the case of net interest income, generally, net interest income as utilized in calculating the efficiency ratio is typically expressed on a tax-equivalent basis.  Moreover, most financial institutions, in calculating the efficiency ratio, also adjust both noninterest expense and noninterest income to exclude from these items (as calculated under generally accepted accounting principles) certain component elements, such as non-recurring charges, other real estate expense and amortization of intangibles (deducted from noninterest expense) and securities transactions and other non-recurring items (excluded from noninterest income).   We follow these practices.

(5) The dividend payout ratio represents dividends per share divided by basic earnings per share.

(6) Book value per share is based on total stockholders’ equity and 39,547,207, 39,815,213, 41,230,618, 42,699,046 and 43,505,659 outstanding common shares at September 30, 2009, 2008, 2007, 2006 and 2005, respectively. For this purpose, common shares include unallocated employee stock ownership plan shares but exclude treasury shares.

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ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company provides financial services to individuals and businesses in New York and New Jersey. The Company’s business is primarily accepting deposits from customers through its banking offices and investing those deposits, together with funds generated from operations and borrowings into commercial real estate loans, commercial business loans, ADC loans, residential mortgages, consumer loans, and investment securities. Additionally, the Company offers investment management services. The financial condition and results of operations of Provident New York Bancorp are discussed herein on a consolidated basis with the Bank. Reference to Provident New York Bancorp or the Company may signify the Bank, depending on the context.

Our results of operations depend primarily on our net interest income, which is the difference between the interest income on our earning assets, such as loans and securities, and the interest expense paid on our deposits and borrowings. Results of operations are also affected by non-interest income and expense, the provision for loan losses and income tax expense. Results of operations are also significantly affected by general economic and competitive conditions, as well as changes in market interest rates, government policies and actions of regulatory authorities. The Federal Reserve Board, through a series of reductions to the federal funds target rate to an unprecedented 0-25 basis points has acted to increase liquidity in the credit markets.  These rate reductions significantly lowered yields on the short end of the treasury yield curve more so than the long end of the curve, resulting in a steeper yield curve than existed at the prior fiscal year-end.

Net income for the year ended September 30, 2009, increased 8.8% to $25.9 million, or $.67 per diluted share from $23.8 million, or $0.61 per diluted share for the year ended September 30, 2008. Net income for the year ended September 30, 2007 was $19.6 million, or $0.48 per diluted share.  Net interest income on a tax equivalent basis decreased $1.1 million or 1% for the year ended September 30, 2009 as compared to the year ended 2008, and increased $11.2 million or 12.7% between fiscal 2007 and fiscal 2008.  Net interest margin decreased from 3.96% for fiscal 2008 to 3.81% for fiscal 2009.  Average loans grew from $1.5 billion in 2007 to $1.6 billion in 2008 and to $1.7 billion .The provision for loan losses increased from $1.8 million in 2007, to $7.2 million in 2008 and to $17.6 million in 2009 primarily due to an increase in charge-offs from $2.5 million in 2007, to $4.5 million in 2008 to $10.7 million in 2009 due to the slow down in economic activity since the recession began in December 2007.  Charge-offs have been concentrated in the Bank’s community business loan portfolio.

Non interest income was $19.8 million in 2007 increasing $1.2 million (resulting from banking fees as well as investment management fees and gains on sales of investment securities) to $ 21.0 million in 2008 and increasing to $40.0 million in 2009, primarily resulting from $18.1 million in securities gains, $1.0 million in gains on sales of residential mortgages and gains on sales of premises and payments under bank owned life insurance.  Non interest expense was $74.6 million in 2007, increasing to $75.5 million in 2008 and $80.2 million in 2009, primarily resulting from increased FDIC assessments of $3.4 million.

Total assets were essentially unchanged at $3.0 billion at September 30, 2009 and 2008.  Loans decreased by 2.0%.  Deposits increased $93.1 million in 2009 primarily in retail and business transaction accounts and municipal money market deposit accounts.

The following is an analysis of the financial condition and results of the Company’s operations. This item should be read in conjunction with the consolidated financial statements and related notes filed herewith in Part II, Item 8, “Financial Statements and Supplementary Data” and the description of the Company’s business filed here within Part I, Item 1, “Business.”

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Critical Accounting Policies

Our accounting and reporting policies are prepared in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the banking industry. Accounting policies considered critical to our financial results include the allowance for loan losses, accounting for goodwill and other intangible assets, accounting for deferred income taxes and the recognition of interest income.

The methodology for determining the allowance for loan losses is considered by management to be a critical accounting policy due to the high degree of judgment involved, the subjectivity of the assumptions utilized and the potential for changes in the economic environment that could result in changes to the amount of the allowance for loan losses considered necessary. We evaluate our loans at least quarterly, and review their risk components as a part of that evaluation. See Note 1, “Basis of Financial Statement Presentation and Summary of Significant Accounting Policies” in our “Notes to Consolidated Financial Statements” for a discussion of the risk components. We consistently review the risk components to identify any changes in trends. At September 30, 2009 Provident has recorded $30.1 million in its allowance for loan losses.

Accounting for goodwill is considered to be a critical policy because goodwill must be tested for impairment at least annually using a “two-step” approach that involves the identification of reporting units and the estimation of fair values. The estimation of fair values involves a high degree of judgment and subjectivity in the assumptions utilized. If goodwill is determined to be impaired, it would be expensed in the period in which it became impaired.  The Company has $160.9 million in recorded goodwill at September 30, 2009.

We also use judgment in the valuation of other intangible assets. A core deposit base intangible asset has been recorded for core deposits (defined as checking, money market and savings deposits) that were acquired in acquisitions that were accounted for as purchase business combinations. The core deposit base intangible asset has been recorded using the assumption that the acquired deposits provide a more favorable source of funding than more expensive wholesale borrowings. An intangible asset has been recorded for the present value of the difference between the expected interest to be incurred on these deposits and interest expense that would be expected if these deposits were replaced by wholesale borrowings, over the expected lives of the core deposits. If we find these deposits have a shorter life than was estimated, we will write down the asset by expensing the amount that is impaired. Other intangible assets have been recorded in connection with the acquisition of HVIA for non-competition and customer intangibles.  At September 30, 2009, the Company had $5.5 million recorded in core deposit and other intangibles.

We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed on a continual basis as regulatory and business factors change.

At September 30, 2009, Provident has net deferred tax assets of $1.6 million.

Interest income on loans, securities and other interest-earning assets is accrued monthly unless management considers the collection of interest to be doubtful. Loans are placed on non-accrual status when payments are contractually past due 90 days or more, or when management has determined that the borrower is unlikely to meet contractual principal or interest obligations, unless the assets are well secured and in the process of collection. At such time, unpaid interest is reversed by charging interest income for interest in the current fiscal year or the allowance for loan losses with respect to prior year income. Interest payments received on non-accrual loans (including impaired loans) are not recognized as income unless future collections are reasonably assured. Loans are returned to accrual status when collectability is no longer considered doubtful.  At September 30, 2009, Provident has $21.9 million in loans in non-accrual status.

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Comparison of Financial Condition at September 30, 2009 and September 30, 2008

Total assets as of September 30, 2009 were $3.0 billion, essentially unchanged from September 30, 2008.   Cash and due from banks increased $34.6 million to $160.4 million at September 30, 2009 due primarily to deposits received on September 30, 2009 and high levels of balances maintained at the Federal Reserve in 2009. Core deposit and other intangibles decreased by $2.2 million. Goodwill was unchanged. The Company had $1.2 million in loans held for sale as of September 30, 2009 and $189,000 at September 30, 2008. Premises and equipment increased $4.0 million primarily related to a new office location in Nyack, New York.

Net loans as of September 30, 2009 were $1.7 billion, a decrease of $35 million, or 2%, over net loan balances of $1.7 billion at September 30, 2008.  Commercial loans remained relatively flat while Acquisition, Development and Construction loans (ADC) increased $22.8 million or 13.4% to $193.8 million compared to $171.0 million as of September, 2008. Consumer loans increased by $2.8 million, or 1.1%, during the fiscal year ended September 30, 2009, while residential loans decreased by $53 million, or 10%.  Total loan originations, excluding loans originated for sale were $450.6 million for the fiscal year ended September 30, 2009, while repayments were $469.2 million for the fiscal year ended September 30, 2009.

Total securities increased by $42 million, to $877 million at September 30, 2009 from $834.7 million at September 30, 2008.

Deposits as of September 30, 2009 were $2.1 billion, an increase of $93 million, or 4.7%, from September 30, 2008.  Included in the figures for September 30, 2009 were approximately $201 million in short-term seasonal municipal deposits compared to $243 million at September 30, 2008.  As of September 30, 2009 transaction accounts were 40.6% of deposits, or $844.9 million compared to 41.3% at September 30, 2008. As of September 30, 2009 savings deposits were $358 million an increase of $21 million or 6.5%.  Certificates of deposit decreased $31.0 million, or 5.9% as the Company, while maintaining competitive rate structures, did not compete with the highest pricing in the market place. These decreases were offset by an increase of $78 million, or 25.5%, in money market deposit accounts.

Federal Home Loan Bank Borrowings decreased by $135 million, or 23.9%, from September 2008, to $431 million. The decrease is related to the borrowings being paid down by maturing investment securities and seasonal municipal deposits paying down short-term borrowings.  During 2009 the Company issued $51.5 million of senior unsecured notes, FDIC insured, maturing in 2012.

Stockholders’ equity increased $28.3 million from September 30, 2008 to $427.5 million at September 30, 2009. The increase was due to $14.5 million increase in the Company’s retained earnings and a $12.1 million improvement in accumulated other comprehensive income, after realizing security gains in the fiscal year of $18.1 million.  During fiscal 2009, the Company repurchased 415,811 shares of its common stock at a cost of $3.5 million and issued a net 147,805 shares from its stock based compensation plan.

As of September 30, 2009 the Company had authorization to purchase up to an additional 750,090 shares of common stock.  Bank Tier I capital to assets was 8.64% at September 30, 2009. Tangible capital as a percentage of tangible assets at the holding company level was 9.14%.

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The following table sets forth average balance sheets, average yields and costs, and certain other information for the years indicated. Tax-exempt securities are reported on a tax-equivalent basis, using a 35% federal tax rate. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

	Years Ended September 30,
	2009								2008								2007
	Average Outstanding Balance		Interest			Yield/Rate			Average Outstanding Balance		Interest			Yield/Rate			Average Outstanding Balance		Interest			Yield/Rate
	(Dollars in thousands)
Interest Earning Assets:
Loans(1)	$	1,700,383	$	97,148			5.71	%	$	1,644,388	$	107,633			6.55	%	$	1,541,279	$	109,940			7.13	%
Securities taxable		592,071		25,552			4.32			647,167		31,947			4.94			736,423		33,479			4.55
Securities-tax exempt		194,028		11,569			5.96			173,541		10,511			6.06			146,602		8,899			6.07
Federal Reserve Bank		56,639		144			0.25			-		-			-			-		-			-
Other		27,061		1,226			1.64			35,103		2,570			7.32			34,042		2,422			7.11
Total Interest-earnings assets		2,570,182		135,639			5.28			2,500,199		152,661			6.11			2,458,346		154,740			6.29
Non-interest earning assets		325,322								320,765								329,016
Total assets	$	2,895,504							$	2,820,964							$	2,787,362
Interest Bearing Liabilities:
NOW deposits	$	232,164		670			0.29		$	189,524		1,015			0.54		$	153,869		622			0.40
Savings deposits(2)		366,355		758			0.21			356,854		1,243			0.35			377,079		1,930			0.51
Money market deposits		374,507		2,707			0.72			285,119		5,299			1.86			252,925		6,671			2.64
Certificates of deposit		577,723		14,240			2.46			556,973		20,787			3.73			600,422		27,216			4.53
Senior Debt		32,730		1,269			3.88			-		-			-			-		-			-
Borrowings		496,884		18,076			3.64			656,538		25,298			3.85			625,139		30,449			4.87
Total interest-bearing liabilities		2,080,363		37,720			1.81			2,045,008		53,642			2.62			2,009,434		66,888			3.33
Non-interest bearing deposits		380,571								351,995								347,956
Other non-interest bearing liabilities		18,683								19,565								22,638
Total liabilities		2,479,617								2,416,568								2,380,028
Stockholders' equity		415,887								404,396								407,334
Total liabilities and Stockholders' equity	$	2,895,504							$	2,820,964							$	2,787,362
Net interest rate spread(3)							3.46	%							3.49	%							2.97	%
Net Interest-earning assets(4)	$	489,819							$	455,191							$	448,912
Net interest margin(5)				97,919			3.81	%				99,019			3.96	%				87,852			3.57	%
Less tax equivalent adjustment				(4,049	)							(3,679	)							(3,114	)
Net Interest income			$	93,870							$	95,340							$	84,738
Ratio of interest-earning assets to interest bearing liabilities				123.54	%							122.26	%							122.34	%

(1) Balances include the effect of net deferred loan origination fees and costs, and the allowance for the loan losses. Includes prepayment fees and late charges.

(2) Includes club accounts and interest-bearing mortgage escrow balances.

(3) Net interest rate spread represents the difference between the tax equivalent yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(5) Net interest margin represents net interest income (tax equivalent) divided by average total interest-earning assets.

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The following table presents the dollar amount of changes in interest income (on a fully tax-equivalent basis) and interest expense for the major categories of our interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

	2009 vs. 2008									2008 vs. 2007
	Increase (Decrease) Due						Total			Increase (Decrease) Due						Total
	to						Increase			to						Increase
	Volume			Rate			(Decrease)			Volume			Rate			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Loans	$	3,781		$	(14,266	)	$	(10,485	)	$	7,321		$	(9,628	)	$	(2,307	)
Securities taxable		(2,585	)		(3,810	)		(6,395	)		(4,262	)		2,730			(1,532	)
Securities tax exempt		1,233			(175	)		1,058			1,627			(15	)		1,612
Federal Reserve Bank		-			144			144			-			-			-
Other earning assets		(479	)		(865	)		(1,344	)		76			72			148
Total interest-earning assets		1,950			(18,972	)		(17,022	)		4,762			(6,841	)		(2,079	)
Interest-bearing liabilities:
NOW deposits		197			(542	)		(345	)		145			248			393
Savings deposits		32			(517	)		(485	)		(100	)		(587	)		(687	)
Money market deposits		1,323			(3,915	)		(2,592	)		775			(2,147	)		(1,372	)
Certificates of deposit		750			(7,297	)		(6,547	)		(1,869	)		(4,560	)		(6,429	)
Senior Debt		-			1,269			1,269			-			-			-
Borrowings		(5,899	)		(1,323	)		(7,222	)		1,470			(6,621	)		(5,151	)
Total interest-bearing liabilities		(3,597	)		(12,325	)		(15,922	)		421			(13,667	)		(13,246	)
Less tax equivalent adjustment		423			(53	)		370			565			-			565
Change in net interest income	$	5,124		$	(6,594	)	$	(1,470	)	$	3,776		$	6,826		$	10,602

Analysis of Net Interest Income

Net interest income is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Net interest income depends on the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them, respectively.

Comparison of Operating Results for the Years Ended September 30, 2009 and September 30, 2008

Net income for the year ended September 30, 2009 was $25.9 million.  This compares to $23.8 million for the year ended September 30, 2008.  Diluted earnings per share were $.67 for the year ended September 30, 2009 compared to $0.61 for the prior fiscal year.

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Interest Income.  Interest income on a tax equivalent basis for the year ended September 30, 2009 decreased to $135.6 million, a decrease of $17.0 million, or 11.2%, compared to the prior year.  The decrease was primarily due to declines in general market interest rates on variable rate loans, sales of taxable securities in which gains of $18.1 million were realized and the proceeds reinvested at lower rates, as well as a decline in the average balances of taxable securities.  Average interest-earning assets for the year ended September 30, 2009 were $2.6 billion, an increase of $70.0 million, or 2.8%, over average interest-earning assets for the year ended September 30, 2008 of $2.5 billion.  Average loan balances grew by $56.0 million, balances at the Federal Reserve Bank was $56.6 million and average balances of other earning assets decreased by $8.0 million, primarily FHLB stock.  On a tax-equivalent basis, average yields on interest earning assets decreased by 83 basis points to 5.28% for the year ended September 30, 2009, from 6.11% for the year ended September 30, 2008.  The re-pricing of floating rate assets, the sale of securities and a larger cash position were the primary reasons for the decrease in asset yields.

Interest income on loans for the year ended September 30, 2009, decreased 9.7% to $97.1 million from $107.6 million for the prior fiscal year.  Interest income on commercial loans for the year ended September 30, 2009 decreased to $56.6 million, as compared to commercial loan interest income of $63.5 million for the prior fiscal year.  Average balances of commercial loans grew $59.7 million to $961.2 million, with a 116 basis point decrease in the average yield.  The decrease in yield relates to the decline in the prime rate of 175 basis points during fiscal 2009.  Commercial loans adjustable with the prime rate totaled $367.0 million at September 30, 2009.  Interest income on consumer loans decreased by $2.4 million, or 16% and $174.1 million of consumer loans adjust with the prime rate.  Income earned on residential mortgage loans was $28.7 million for the year ended September 30, 2009, down $1.2 million, from the prior year.

Tax-equivalent interest income on securities, balances at Federal Reserve Bank and other earning assets decreased to $38.5 million for the year ended September 30, 2009, compared to $45.0 million for the prior year. This was due to a tax-equivalent decrease of 83 basis points in yields along with a $34.6 million decline in the average balances of securities which was offset in part by a $56.6 million increase in balances at the Federal Reserve Bank. As noted above, the Company sold $539.3 million in securities and recorded $18.1 million in gains on the sales, further during fiscal 2009, $176.2 million in securities matured and the proceeds were reinvested at current market rates.

Interest Expense.  Interest expense for the year ended September 30, 2009 decreased by $15.9 million to $37.7 million, a decrease of 29.7% compared to interest expense of $53.6 million for the prior fiscal year. The decrease in interest expense was primarily due to the significant decrease in the average rates paid on interest-bearing deposits for the year ended September 30, 2009.  Rates paid on interest bearing liabilities decreased to 1.81% from 2.62% in fiscal 2008.  The average interest rate paid on certificates of deposit decreased by 127 basis points to 2.46% for the year ended September 30, 2009, from 3.73% for the prior year.   The average interest rate paid on savings decreased to 0.21% for the year ended September 30, 2009 from 0.35% paid during fiscal 2008. The average rate paid on money market rates also declined, 114 basis points to 0.72% for the year ended September 30, 2009.  The rates paid on NOW accounts decreased 25 basis points for fiscal 2009 as compared to fiscal 2008.  By comparison, this average cost of borrowings decreased 21 basis points, which reflects a higher proportion of fixed rate borrowings outstanding in both years.

Net Interest Income for the fiscal year ended September 30, 2009 was $93.9 million, compared to $95.3 million for the year ended September 30, 2008. The net interest margin decreased by 15 basis points to 3.81%, while the net interest spread decreased by 3 basis points to 3.46%.    The Bank’s average cost of interest-bearing liabilities has decreased, although the average asset yields decreased faster due to the level of variable rate loans and sales of securities during 2009. Further, the greater increase of interest earning assets compared to interest bearing liabilities partially offset the decline in net interest income.

Provision for Loan Losses. We recorded $17.6 million and $7.2 million in loan loss provisions for the years ended September 30, 2009 andSeptember 30, 2008, respectively. At September 30, 2009, the allowance for loan losses totaled $30.1 million, or 1.76% of the loan portfolio, compared to $23.1 million, or 1.33% of the loan portfolio at September 30, 2008. Net charge-offs for the years ended September 30, 2009 and 2008 were $10.7 million and $4.5 million, respectively (an annual rate of 0.62% and 0.28%, respectively, of the average loan portfolio). Our credit-scored small business loan portfolio continued to account for the majority of our charge-offs. During the year we recorded net charge-offs of $6.8 million in this portfolio, on average outstanding balances of $104 million.

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Our substandard loans grew substantially during fiscal 2009.  At September 30, 2009, substandard loans totaled $89.4 million, up from $23.8 million at September 30, 2008.  The bulk of the increase came from downgrades in the ADC portfolio, as home sales remain depressed and more borrowers are feeling stress in liquidity resources.  Our non-performing loans increased to $26.5 million at September 30, 2009 from $16.9 million at September 30, 2008, an increase of $9.4 million.  The increase was driven by an increase in ADC loans of $5.7 million, $3.1 million in residential mortgage loans, and $1.8 million in commercial mortgage loans, with $1.6 million transferred from the non-performing category into other real estate owned during fiscal 2009.  The substantially greater increase in substandard loans compared to nonperforming loans resulted from the underlying status of ADC loans.  The substandard classification for many of these loans is due to delayed progress in the projects and stress on liquidity reserves or expected outside (non-project related) cash flows.  These loans, however, continue to pay interest on a current basis and do not otherwise warrant a non-accrual classification.  We increased provisions for loan losses to account for increased net charge-offs; growth in the criticized (special mention) and classified loans in the portfolio; and increased factors allocated to the non-criticized or classified ADC and residential mortgage portfolios.  All significant loans classified substandard or special mention are reviewed for impairment, under applicable accounting and regulatory standards.  Specific reserves for impairment were $1.3 million at September 30, 2008 and $2.3 million at September 30, 2009. Specific reserves are established when current information indicates that the entire book balance of a loan is probably not recoverable, but there is sufficient uncertainty about the actual occurrence of a loss or the amount of any loss to be incurred.

Non-interest income consists primarily of income on securities sales, banking fees and service charges, net increases in the cash surrender value of bank-owned life insurance (“BOLI”) contracts, title insurance fees and investment management fees. Non-interest income was $40.0 million for the fiscal year ended September 30, 2009 compared to $21.0 million at September 30, 2008.   During the year ended September 30, 2009, the Company recorded gains on sales of investment securities totaling $18.1 million compared to $983,000 for the prior year.  Periodic reviews of current prepayment speeds are performed in order to ascertain whether prepayment estimates require modification that would cause amortization or accretion adjustments.  As a result of our reviews, we anticipated an acceleration of prepayments.  Management sold $453.2 million in mortgage backed securities and realized $16.7 million in gains on the sales.  Such proceeds were reinvested in securities with yields which were lower than the recorded yields of the securities sold and a more diversified risk profile.  Deposit fees and service charges decreased by $36,000, or .29%. Income derived from the Company’s BOLI investments increased by $923,000, or 50.4%, due to $723 thousand in death benefit proceeds received in 2009. Title insurance fee income derived from the Hardenburgh Abstract Company, Inc. increased $86 thousand due to the second quarter increase in residential mortgage originations. Investment management fees decreased $436 thousand which is related to decreased balances under management.  During fiscal 2009 the Company originated and sold $49.7 million in residential mortgage loans and recorded $1.0 million in gains.  No gains on loan sales were recorded in 2008.

Non-interest expense consists primarily of salaries and employee benefits, stock-based compensation, occupancy and office expenses, advertising and promotion expense, professional fees, intangible assets amortization, data processing expenses and FDIC/other regulatory assessments. Non-interest expense for the fiscal year ended September 30, 2009 increased by $4.7 million, or 6.2% to $80.2 million, compared to $75.5 million for the same period in 2008. The increase was primarily attributable to FDIC assessments of $3.4 million, which included increased assessments and the special assessment imposed as of June 30, 2009, which were due to the losses experienced by the FDIC bank closures as a result of the recession.  Also contributing to the increase were employee benefits. Compensation and employee benefits increased by $2.5 million, or 6.7%, to $39.5 million for the year ended September 30, 2009.  The Company experienced increases in its health insurance programs and pension expense even though the pension plan is frozen.  Occupancy and office operations increased $368 thousand, or 3.0%, as the Company invested in branch relocations in 2008 and 2009. Stock-based compensation decreased by $.9 million due to lower acceleration of vesting of restricted stock awards and its first step ESOP loan maturing in December 2007, requiring less share allocations going forward. Marketing expenses decreased $245 thousand to $3.1 million at September 30, 2009 as compared to $3.3 million at September 30, 2008 due primarily to the 2008 production costs associated with our media campaigns.

Income Taxes. Income tax expense was $10.2 million for the fiscal year ended September 30, 2009 compared to $9.9 million for fiscal 2008, representing effective tax rates of 28.2% and 29.4%, respectively. The lower tax rate in 2009 was primarily due to the continued shift to tax-exempt securities, the maturity of the first-step ESOP loan, which was primarily non-deductible expense and the non-taxable BOLI payout.

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Comparison of Operating Results for the Years Ended September 30, 2008 and September 30, 2007

Net income for the year ended September 30, 2008 was $23.8 million.  This compares to $19.6 million for the year ended September 30, 2007.  Diluted earnings per share were $0.61 for the year ended September 30, 2008 compared to $0.48 for the prior fiscal year.

Interest Income.  Interest income for the year ended September 30, 2008 decreased to $149.0 million, a decrease of $2.6 million, or 1.7%, compared to the prior year.  The decrease was primarily due to declines in general market interest rates on variable rate loans, as well as a decline in the average balances of taxable securities.  Average interest-earning assets for the year ended September 30, 2008 were $2.5 billion, an increase of $41.9 million, or 1.7%, over average interest-earning assets for the year ended September 30, 2007 of $2.5 billion.  Average loan balances grew by $103.1 million and average balances of securities and other earning assets decreased by $61.3 million.  On a tax-equivalent basis, average yields on interest earning assets decreased by 18 basis points to 6.11% for the year ended September 30, 2008, from 6.29% for the year ended September 30, 2007.  The repricing of floating rate assets was the primary reason for the decrease in asset yields.

Interest income on loans for the year ended September 30, 2008, decreased 2.1% to $107.6 million from $109.9 million for the prior fiscal year.  Interest income on commercial loans for the year ended September 30, 2008 decreased to $63.5 million, from commercial loan interest income of $64.9 million for the prior fiscal year.  Average balances of commercial loans grew $71.9 million to $901.6 million, with a 79 basis point decrease in the average yield.  The decrease in yield relates to the decline in the prime rate of 2.75% during fiscal 2008.  Commercial loans adjustable with the prime rate totaled $298.2 million at September 30, 2008.  Interest income on consumer loans decreased by $2.5 million, or 14.7% and $154.5 million of consumer loans adjust with the prime rate.  Income earned on residential mortgage loans was $29.9 million for the year ended September 30, 2008, up $1.6 million, or 5.7%, from the prior year.

Tax-equivalent interest income on securities and other earning assets increased to $45.0 million for the year ended September 30, 2008, compared to $44.8 million for the prior year. This was due to a tax-equivalent increase of 37 basis points in yields offset in part by a $62.3 million decline in the average balances of securities and other earning assets.  During fiscal 2008 $92.5 million matured and were reinvested at current market rates.

Interest Expense.  Interest expense for the year ended September 30, 2008 decreased by $13.2 million to $53.6 million, a decrease of 19.8% compared to interest expense of $66.9 million for the prior fiscal year. The decrease in interest expense was primarily due to a decrease in the average rates paid on interest-bearing liabilities for the year ended September 30, 2008 of 2.62% compared to 3.33% in fiscal 2007.  The average interest rate paid on certificates of deposit decreased by 80 basis points to 3.73% for the year ended September 30, 2008, from 4.53% for the prior year.   The average interest rate paid on savings decreased to 0.35% for the year ended September 30, 2008 from 0.51% paid during fiscal 2007. The average rate paid on money market rates also declined, 78 basis points to 1.86% for the year ended September 30, 2008.  Due to increases in municipal deposits the average rates paid on NOW accounts increased 14 basis points for fiscal 2008 as compared to fiscal 2007. Furthermore, this average cost of borrowings decreased 102 basis points which reflect the general market conditions during fiscal 2008.

Net Interest Income for the fiscal year ended September 30, 2008 was $95.3 million, compared to $84.7 million for the year ended September 30, 2007. The net interest margin increased by 39 basis points to 3.96%, while the net interest spread increased by 52 basis points to 3.49%.  The 10-year US treasury rate was an average of 4.72% for the fiscal year ended September 30, 2007 compared to 3.90% for the year ended September 30, 2008.  The Bank’s average cost of interest-bearing liabilities has decreased and, although the average asset yields also decreased during this period, they did so at a slower pace due to the asset/liability mix of the Company’s balance sheet. Further, the greater increase of interest earning assets compared to interest bearing liabilities improved net interest income.

Provision for Loan Losses. We recorded $7.2 million and $1.8 million in loan loss provisions for the year ended September 30, 2008 andSeptember 30, 2007, respectively. At September 30, 2008, the allowance for loan losses totaled $23.1 million, or 1.33% of the loan portfolio, compared to $20.4 million, or 1.24% of the loan portfolio at September 30, 2007. Net charge-offs for the years ended September 30, 2008 and 2007 were $4.5 million and $1.8 million, respectively (an annual rate of 0.28% and 0.12%, respectively, of the average loan portfolio). Our credit-scored small business loan portfolio continued to account for the large majority of our charge-offs. During the year we recorded net charge-offs of $3.5 million in this portfolio, on average outstanding balances of $99.9 million. While we respond promptly to any loans that are delinquent, we also monitor the portfolio to identify loans that are showing signs of weakness other than delinquencies. During the year we also moderately tightened credit standards in our underwriting process, in particular with applicants in industries we have identified as particularly vulnerable in this economy. Our non-performing loans increased to $16.9 million at September 30, 2008 from $7.3 million at September 30, 2007.

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We increased the provision for loan losses to reflect the increase in charge-offs and non-performing loans. We also increased the provision for loan losses due to data showing slowing sales and declining values in one-to-four family homes in our market area, increasing unemployment, and credit and liquidity concerns in the financial markets, leading to an overall downturn in the economy. Based on our experience in integrating the loan portfolios acquired in the Ellenville and Warwick acquisitions in 2004, and further analysis of delinquency trends in our commercial mortgage portfolio, we decreased the percentage estimate of losses for the overall commercial mortgage and noncredit-scored commercial and industrial portfolios. Overall growth in the portfolio, particularly in the commercial mortgage and noncredit-scored commercial and industrial portfolios resulted in an increase in our estimate of the required allowance for loan losses as well.

Non-interest income consists primarily of banking fees and service charges, and net increases in the cash surrender value of bank-owned life insurance (“BOLI”) contracts, title insurance fees and investment management fees. Non-interest income was $21.0 million for the fiscal year ended September 30, 2008 compared to $19.8 million for the prior fiscal year. Deposit fees and service charges increased by $995,000, or 8.7%. Income derived from the Company’s BOLI investments decreased by $212,000, or 10.4%, due to $403,000 in death benefit proceeds received in 2007. Title insurance fee income derived from the Hardenburgh Abstract Company, Inc. decreased $262,000 due to the continued slow down in the real estate markets.  Investment management fees increased $191,000 which is related to increased balances under management.  During the year ended September 30, 2008, the Company also recorded gains on sales of investment securities totaling $983,000 compared to an $8,000 loss for the prior year.

Non-interest expense consists primarily of salaries and employee benefits, stock-based compensation, occupancy and office expenses, advertising and promotion expense, professional fees, intangible assets amortization and data processing expenses. Non-interest expense for the fiscal year ended September 30, 2008 increased by $910,000, or 1.2% to $75.5 million, compared to $74.6 million for the same period in 2007. Compensation and employee benefits increased by $3.6 million, or 10.6%, to $37.0 million for the year ended September 30, 2008.  The increase was primarily attributable to increases in employee benefits, and additional employees hired in 2008, as the Company experienced increases in its health insurance programs, 401K matching and profit sharing expenses and added resources to its municipal bank business and opened a new branch location.  Occupancy and office operations increased $998,000, or 8.7%, as the Company invested in branch relocations in 2008.  Stock-based compensation decreased by $1.9 million due to lower acceleration of vesting of restricted stock awards and its first step ESOP loan maturing in December 2007 requiring less share allocations going forward. Marketing expenses decreased $899,000 to $3.3 million at September 30, 2008 as compared to $4.2 million at September 30, 2007 due primarily to the production costs associated with our 2007 media campaigns.

Income Taxes. Income tax expense was $9.9 million for the fiscal year ended September 30, 2008 compared to $8.6 million for fiscal 2007, representing effective tax rates of 29.4% and 30.4%, respectively. The lower tax rate in 2008 was primarily due to the continued shift to tax-exempt securities, as well as the maturity of the first-step ESOP loan, which was primarily non-deductible expense.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

In the normal course of operations, the Company engages in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in the financial statements, or are recorded in amounts that differ from the notional amounts. These transactions involve, to varying degrees, elements of credit, interest rate, and liquidity risk. Such transactions are used by the Company for general corporate purposes or for customer needs.

The Company’s off-balance sheet arrangements, which principally include lending commitments, are described below. At September 30, 2009 and 2008, the Company had no interests in non-consolidated special purpose entities.

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Lending Commitments. Lending commitments include loan commitments, letters of credit and unused credit lines. These instruments are not recorded in the consolidated balance sheet until funds are advanced under the commitments. The Company provides these lending commitments to customers in the normal course of business.

For commercial customers, loan commitments generally take the form of revolving credit arrangements to finance customers’ working capital requirements, or for development and construction in the case of real estate businesses. For retail customers, loan commitments are generally lines of credit secured by residential property. At September 30, 2009, commercial and retail loan commitments totaled $133.5 million. Approved closed undrawn lines of credit totaled $136.1 million, $151.0 million and $15.4 million for commercial, retail accounts, and overdraft protection lines, respectively.  Letters of credit totaled $24.6 million. Letters of credit issued by the Company generally are standby letters of credit. Standby letters of credit are commitments issued by the Company on behalf of its customer/obligor in favor of a beneficiary that specify an amount the Company can be called upon to pay upon the beneficiary’s compliance with the terms of the letter of credit.  These commitments are primarily issued in favor of local municipalities to support the obligor’s completion of real estate development projects.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Standby letters of credit are conditional commitments to support performance, typically of a contract or the financial integrity, of a customer to a third party, and represent an independent undertaking by the Company to the third party.

Provident Bank applies essentially the same credit policies and standards as it does in the lending process when making these commitments. See Note 15 to “Consolidated Financial Statements” in Item 8 hereof for additional information regarding lending commitments.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment.

Payments Due by Period. The following table summarizes our significant fixed and determinable contractual obligations and other funding needs by payment date at September 30, 2009. The payment amounts represent those amounts due to the recipient and do not include any unamortized premiums or discounts or other similar carrying amount adjustments.

	Payments Due by Period
	Less than		One to Three		Three to Five		More Than
Contractual Obligations	One Year		Years		Years		Five Years		Total
	(Dollars in thousands)
FHLB and other borrowings	$	62,677	$	118,915	$	31,639	$	268,891	$	482,122
Letters of credits		5,912		7,119		947		10,591		24,569
Undrawn lines of credit		302,455		-		-		-		302,455
Operating leases		2,351		6,919		6,807		19,070		35,147
Total	$	373,395	$	132,953	$	39,393	$	298,552	$	844,293
Commitments to extend credit	$	97,105		31,461		3,943		1,038	$	133,547

Impact of Inflation and Changing Prices

The financial statements and related notes of Provident New York Bancorp have been prepared in accordance with U.S. GAAP. U.S. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of inflation.

51

Liquidity and Capital Resources

The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. We manage liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, wholesale borrowings, the proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities. The scheduled amortizations of loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows, mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in the Consolidated Statements of Cash Flows in our consolidated financial statements. Our primary investing activities are the origination of commercial real estate and residential one- to four-family loans, and the purchase of investment securities and mortgage-backed securities. During the years ended September 30, 2009, 2008 and 2007, our loan originations, including origination of loans held for sale, totaled $450.6 million, $596.6 million and $626.7 million, respectively. Purchases of securities available for sale totaled $708.7 million, $263.9 million and $179.0million for the years ended September 30, 2009, 2008 and 2007, respectively. Purchases of securities held to maturity totaled $25.1 million, $19.2 million and $7.8 million for the years ended September 30, 2009, 2008 and 2007, respectively. These activities were funded primarily by borrowings and by principal repayments on loans and securities. Loan origination commitments totaled $133.5 million at September 30, 2009, and consisted of $125.6 million at adjustable or variable rates and $7.9 million at fixed rates. Unused lines of credit granted to customers were $302.5 million at September 30, 2009. We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit.

The Company’s investments in BOLI are considered illiquid and are therefore classified as other assets. Earnings from BOLI are derived from the net increase in cash surrender value of the BOLI contracts and the proceeds from the payment on the insurance policies, if any.  The recorded value of BOLI contracts totaled $49.6 million and $47.6 million at September 30, 2009 and September 30, 2008, respectively.

Deposit flows are generally affected by the level of market interest rates, the interest rates and other conditions on deposit products offered by our banking competitors, and other factors. The net increase/ (decrease) in total deposits was $93.1 million, $275.5 million and $(15.9) million for the years ended September 30, 2009, 2008 and 2007, respectively. Certificates of deposit that are scheduled to mature in one year or less from September 30, 2009 totaled $439.6 million. Based upon prior experience and our current pricing strategy, management believes that a significant portion of such deposits will remain with us, although we may be required to compete for many of the maturing certificates in a highly competitive environment.

Credit markets improved significantly during fiscal 2009 from the dire conditions that existed at September 2008.  Credit spreads narrowed steadily during the past year and many are very near historical levels.  Notwithstanding these improvements loan demand remains muted causing liquidity to increase.   Furthermore, the extremely low interest rate environment has enhanced our deposit growth which has also strengthened our liquidity position.  Many banks are experiencing a situation similar to ours resulting in the industry liquidity to be at significantly elevated levels.  However, much of this liquidity is held in the form of very short-term securities and non-maturity deposit accounts.  The preference of depositors to stay short could portend potential liquidity reductions in the future and possibly put pressure on us to raise rates in the future to retain these funds. Therefore, we continue to view the credit markets and overall economic conditions as fragile thereby warranting maintenance of higher than normal liquidity levels.

We generally remain fully invested and utilize additional sources of funds through Federal Home Loan Bank of New York (“FHLB”) advances and other sources of which $482.1 million was outstanding at September 30, 2009. At September 30, 2009, we had the ability to borrow an additional $200.0 million under our credit facilities with the Federal Home Loan Bank. The Bank may borrow an additional $151.4 million by pledging securities not required to be pledged for other purposes as of September 30, 2009.   Further, at September 30, 2009 we had only $20.6 million in Brokered Certificates of Deposit (including certificates of deposit accounts registers service (CDAR’s) reciprocal CD’s of $10.6 million) and have relationships with several brokers to utilize these sources of funding should conditions warrant further sources of funds.   Provident Bank is subject to regulatory capital requirements that are discussed in “Capital Requirements” under “Regulation”.

52

Overall liquidity is represented by the following sources of funds (in thousands) as of September 30, 2009:

Cash and Due from Banks	$	160,408
Investment Securities		151,400
Available advances from FHLB		200,000
Total immediate funding	$	511,808

53

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Report, and we may from time to time make other statements, regarding our outlook or expectations for earnings, revenues, expenses and/or other matters regarding or affecting Provident New York Bancorp that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act.  Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.  Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements.  Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from our historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties. We provide greater detail regarding some of these factors elsewhere in this Report, including in the Risk Factors and Risk Management sections.  Our forward-looking statements may also be subject to other risks and uncertainties, including those discussed elsewhere in this Report or in our other filings with the SEC.

· Our business and operating results are affected by business and economic conditions generally or specifically in the principal markets in which we do business. We are affected by changes in our customers’ and counterparties’ financial performance, as well as changes in customer preferences and behavior, including as a result of changing business and economic conditions.

· The values of our assets and liabilities, as well as our overall financial performance, are also affected by changes in interest rates or in valuations in the debt and equity markets. Actions by the Federal Reserve and other government agencies, including those that impact money supply and market interest rates, can affect our activities and financial results.

· Competition can have an impact on customer acquisition, growth and retention, as well as on our credit spreads and product pricing, which can affect market share, deposits and revenues.

· Our ability to implement our business initiatives and strategies could affect our financial performance over the next several years.

· Our ability to grow successfully through acquisitions is impacted by a number of risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses into our Company after closing.

· Legal and regulatory developments could have an impact on our ability to operate our businesses or our financial condition or results of operations or our competitive position or reputation.  Reputational impacts, in turn, could affect matters such as business generation and retention, our ability to attract and retain management, liquidity and funding. These legal and regulatory developments could include: (a) the unfavorable resolution of legal proceedings or regulatory and other governmental inquiries; (b) increased litigation risk from recent regulatory and other governmental developments; (c) the results of the regulatory examination process, our failure to satisfy the requirements of agreements with governmental agencies, and regulators’ future use of supervisory and enforcement tools; (d) legislative and regulatory reforms, including changes to laws and regulations involving tax, pension, and the protection of confidential customer information; and (e) changes in accounting policies and principles.

· Our business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through the effective use of third-party insurance and capital management techniques.

· Our ability to anticipate and respond to technological changes can have an impact on our ability to respond to customer needs and to meet competitive demands.

· Our business and operating results can be affected by widespread natural disasters, terrorist activities or international hostilities, either as a result of the impact on the economy and financial and capital markets generally or on us or on our customers, suppliers or other counterparties specifically.

54

· Recent and future legislation and regulatory actions responding to instability and volatility in the credit markets may significantly affect our operations, financial condition and earnings.  Future legislative or regulatory actions could impair our rights against borrowers, result in increased credit losses, and significantly increase our operating expenses.

· The current levels of volatility in the market are unprecedented and have adversely affected us and the financial services industry as a whole.  The market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally.  The resulting economic pressure on consumers and lack of confidence in the financial markets affect our business, financial condition and results of operations.

55

ITEM 7A.  Quantitative and Qualitative Disclosures about Market Risk

Management believes that our most significant form of market risk is interest rate risk. The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy, and then manage that risk in a manner that is consistent with our policy to limit the exposure of our net interest income to changes in market interest rates. Provident Bank’s Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment, and capital and liquidity requirements, and modifies our lending, investing and deposit gathering strategies accordingly. A committee of the Board of Directors reviews the ALCO’s activities and strategies, the effect of those strategies on our net interest margin, and the effect that changes in market interest rates would have on the economic value of our loan and securities portfolios as well as the intrinsic value of our deposits and borrowings.

We actively evaluate interest rate risk in connection with our lending, investing, and deposit activities. We emphasize the origination of commercial mortgage loans, commercial business loans, ADC loans, and residential fixed-rate mortgage loans that are repaid monthly and bi-weekly, fixed-rate commercial mortgage loans, adjustable-rate residential and consumer loans. Depending on market interest rates and our capital and liquidity position, we may retain all of the fixed-rate, fixed-term residential mortgage loans that we originate or we may sell or securitize all, or a portion of such longer-term loans, generally on a servicing-retained basis. We also invest in shorter-term securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities may help us to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. These strategies may adversely affect net interest income due to lower initial yields on these investments in comparison to longer-term, fixed-rate loans and investments.

Management monitors interest rate sensitivity primarily through the use of a model that simulates net interest income (“NII”) under varying interest rate assumptions. Management also evaluates this sensitivity using a model that estimates the change in the Company and the Bank’s net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The model assumes estimated loan prepayment rates, reinvestment rates and deposit decay rates that seem reasonable, based on historical experience during prior interest rate changes.

Estimated Changes in NPV and NII.  The table below sets forth, as of September 30, 2009, the estimated changes in our NPV and our NII that would result from the designated instantaneous changes in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

Change in Interest Rates		Estimated		Estimated Increase (Decrease) in NPV						Estimated		Increase (Decrease) in Estimated NII
(basis points)		NPV		Amount			Percent			NII		Amount		Percent
(Dollars in thousands)
	+300	$	266,410	$	(40,259	)		-13.1	%	$	97,416	$	7,048		7.8	%
	+200		294,475		(12,194	)		-4.0	%		96,407		6,039		6.7	%
	+100		308,959		2,290			0.7	%		93,412		3,044		3.4	%
	0		306,669		0			0.0	%		90,368		0		0.0	%

The table set forth above indicates that at September 30, 2009, in the event of an immediate 200 basis point increase in interest rates, we would be expected to experience a 4.0% decrease in NPV and a 6.7% increase in NII.  Due to the current level of interest rates management is unable to reasonably model the impact of decreases in interest rates on NPV and NII.

56

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and NII requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The NPV and NII table presented above assumes that the composition of our interest-rate sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions management may undertake in response to changes in interest rates. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Accordingly, although the NPV and NII table provides an indication of our sensitivity to interest rate changes at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

During the past fiscal year, the federal funds target rate declined from 2.00% to a range of 0.00 – 0.25% as the Federal Open Market Committee (“FOMC”) cut the target overnight lending rate three times between October, 2008 and September, 2009.  U.S. Treasury yields in the two year maturities decreased by 105 basis points from 2.00% to 0.95% during fiscal year 2009 while the yield on U.S. Treasury 10 year notes decreased 54 basis points from 3.85% to 3.31% over the same time period.  The disproportional lower rate of decrease on longer term maturities has resulted in the 2-10 year treasury yield curve being steeper at the end of the past fiscal year than it was when the year began.  The steeper yield curve caused a significant reduction in rates paid on deposits and short-term borrowings as well as rates charged on loans and other assets tied to the prime rate and similar indices.  Further, the gradual improvement in the credit markets has enabled financial institutions to lower deposit rates significantly in conjunction with the FOMC’s rate reductions.  To fight the economic crisis the FOMC indicated a willingness to keep the federal funds target low for an “extended period”.  Should economic conditions improve, the FOMC could reverse direction and increase the federal funds target rate.  This could cause the shorter end of the yield curve to rise disproportionably more than the longer end thereby resulting in margin compression.

ITEM 8.  FinancialStatements and Supplementary Data

The following are included in this item:

(A) Report of Management on Internal Control Over Financial Reporting

(B) Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

(C) Report of Independent Registered Public Accounting Firm on Financial Statements

(D) Consolidated Statements of Financial Condition as of September 30, 2009 and 2008

(E) Consolidated Statements of Income for the years ended September 30, 2009, 2008 and 2007

(F) Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2009, 2008         and 2007

(G) Consolidated Statements of Cash Flows for the years ended September 30, 2009, 2008 and 2007

(H) Notes to Consolidated Financial Statements

The supplementary data required by this item (selected quarterly financial data) is provided in Note 21 of the Notes to Consolidated Financial Statements.

57

Report of Management on Internal Control Over Financial Reporting

The Board of Directors and Stockholders

Provident New York Bancorp:

The management of Provident New York Bancorp (“the Company”) is responsible for establishing and maintaining effective internal control over financial reporting.  The Company's system of internal controls is designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles.

All internal control systems have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the Company’s internal control over financial reporting as of September 30, 2009. This assessment was based on criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we have concluded that, as of September 30, 2009, the Company’s internal control over financial reporting is effective.

The Company's independent registered public accounting firm has issued an audit report on the effective operation of the Company's internal control over financial reporting as of September 30, 2009. This report appears on the following page.

By:	/s/ George Strayton
	George Strayton
	President and Chief Executive Officer
	(Principal Executive Officer
	December 10, 2009

By:	/s/ Paul Maisch
	Paul Maisch
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
	December 10, 2009

58

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Board of Directors and Stockholders

Provident New York Bancorp

We have audited Provident New York Bancorp’s and subsidiaries (“the Company”) internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Provident New York Bancorp’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Provident New York Bancorp maintained, in all material respects, effective internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition of Provident New York Bancorp and subsidiaries as of September 30, 2009 and 2008 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the three years ended September 30, 2009 and our report dated December 10, 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/Crowe Horwath LLP

Livingston, New Jersey

December 10, 2009

59

Report of Independent Registered Public Accounting Firm on Financial Statements

Board of Directors and Stockholders

Provident New York Bancorp

We have audited the accompanying consolidated statements of financial condition of Provident New York Bancorp and subsidiaries (“the Company”) as of September 30, 2009 and 2008 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the three years in the period ended September 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Provident New York Bancorp and subsidiaries as of September 30, 2009 and 2008 and the results of its operations and its cash flows for the three years in the period ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Provident New York Bancorp’s internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 10, 2009 expressed an unqualified opinion thereon.

/s/Crowe Horwath LLP

Livingston, New Jersey

December 10, 2009

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Consolidated Statements of Financial Condition

 (Dollars in thousands, except per share data)

	September 30,
ASSETS	2009			2008
Cash and due from banks	$	160,408		$	125,810
Securities (including $521,228 and $765,334 pledged as collateral for borrowings and deposits in 2009 and 2008, respectively):
Available for sale, at fair value (note3)		832,583			791,688
Held to maturity, at amortized cost (fair value of $45,739 and $42,899 in 2009 and 2008, respectively) (note 4)		44,614			43,013
Total securities		877,197			834,701
Loans held for sale		1,213			189
Loans (note 5):
One to four family residential mortgage loans		460,728			513,381
Commercial real estate, commercial business and construction loans		991,007			969,432
Consumer loans		251,522			248,740
Gross loans		1,703,257			1,731,553
Allowance for loan losses		(30,050	)		(23,101	)
Total loans, net		1,673,207			1,708,452
Federal Home Loan Bank ("FHLB") stock, at cost		23,177			28,675
Accrued interest receivable (note 6)		10,472			10,881
Premises and equipment, net (note 7)		40,692			36,716
Goodwill (note 2)		160,861			160,861
Core deposit and other intangible assets (note 2)		5,489			7,674
Bank owned life insurance		49,611			47,650
Other assets (notes 5, 10 and 11)		19,566			22,762
Total assets	$	3,021,893		$	2,984,371
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits (note 8)	$	2,082,282		$	1,989,197
FHLB and other borrowings (including repurchase agreements of $230,000 and $260,166 in 2009 and 2008, respectively) (note 9)		430,628			566,008
Borrowing senior unsecured note (FDIC insured) (note 9)		51,494			-
Mortgage escrow funds (note 5)		8,405			7,272
Other (note 10)		21,628			22,736
Total liabilities		2,594,437			2,585,213
STOCKHOLDERS' EQUITY (note 14):
Preferred stock, (par value $0.01 per share; 10,000,000 shares authorized; none issued or outstanding)		-			-
Common stock (par value $0.01 per share; 75,000,000 shares authorized; 45,929,552 issued; 39,547,207 and 39,815,213 shares outstanding in 2009 and 2008 respectively)		459			459
Additional paid-in capital		355,753			352,882
Unallocated common stock held by employee stock ownership plan ("ESOP") (note 11)		(7,136	)		(7,635	)
Treasury stock, at cost (6,382,345 shares in 2009 and 6,114,339 shares in 2008)		(77,290	)		(75,687	)
Retained earnings		153,193			138,720
Accumulated other comprehensive income (loss), net of taxes of $1,693 in 2009 and  $(6,532) in 2008  (note 12)		2,477			(9,581	)
Total stockholders' equity		427,456			399,158
Total liabilities and stockholders' equity	$	3,021,893		$	2,984,371

See accompanying notes to consolidated financial statements.

61

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

For the years ended September 30,

(Dollars in thousands, except per share data)

	2009		2008		2007
Interest and dividend income:
Loans, including fees	$	97,149	$	107,633	$	109,940
Taxable securities		25,552		31,947		33,479
Non-taxable securities		7,520		6,832		5,785
Other earning assets		1,369		2,570		2,422
Total interest and dividend income		131,590		148,982		151,626
Interest expense:
Deposits		18,375		28,344		36,439
Borrowings		19,345		25,298		30,449
Total interest expense		37,720		53,642		66,888
Net interest income		93,870		95,340		84,738
Provision for loan losses		17,600		7,200		1,800
Net interest income after provision for loan losses		76,270		88,140		82,938
Non-interest income:
Deposit fees and service charges		12,393		12,429		11,434
Net gain (loss) on sale of securities		18,076		983		(8	)
Title insurance fees		1,005		919		1,181
Bank owned life insurance		2,755		1,832		2,044
Gain on sale of premises and equipment		517		-		212
Net gain on sales of loans		961		-		155
Investment management fees		2,576		3,012		2,821
Other		1,670		1,867		2,006
Total non-interest income		39,953		21,042		19,845
Non-interest expense:
Compensation and employee benefits		39,520		37,045		33,490
Stock-based compensation plans		2,942		3,809		5,706
Occupancy and office operations		12,802		12,434		11,436
Advertising and promotion		3,093		3,338		4,237
Professional fees		3,090		3,339		3,833
Data and check processing		2,284		2,551		2,621
Amortization of intangible assets		2,185		2,599		3,039
ATM/debit card expense		2,115		1,936		1,881
FDIC insurance and regulatory assessments		4,257		875		795
Other		7,899		7,574		7,552
Total non-interest expense		80,187		75,500		74,590
Income before income tax expense		36,036		33,682		28,193
Income tax expense		10,175		9,904		8,566
Net income	$	25,861	$	23,778	$	19,627
Weighted average common shares:
Basic		38,537,881		38,907,372		40,782,643
Diluted		38,705,837		39,226,641		41,266,816
Earnings per common share (note 13)
Basic	$	0.67	$	0.61	$	0.48
Diluted	$	0.67	$	0.61	$	0.48

See accompanying notes to consolidated financial statements.

62

PROVIDENT BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended September 30, 2009, 2008 and 2007

(Dollars in thousands, except per share data)

	Number of Shares			Common Stock		Additional Paid-in Capital			Unallocated ESOP Shares			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income (loss)			Total Stockholders’ Equity
Balance at September 30, 2006		42,699,046		$	459	$	343,574		$	(9,099	)	$	(36,973	)	$	114,927		$	(7,602	)	$	405,286
Implementation of SAB 108		—			—		(69	)		—			—			361						292
Balance as adjusted at October 1, 2006		42,699,046			459		343,505			(9,099	)		(36,973	)		115,288			(7,602	)		405,578
Net income																19,627						19,627
Other comprehensive income (note 12)																			3,685			3,685
Total comprehensive income																						23,312
Adjustment to initially apply SFAS No. 158, net of tax (note 11a)		—			—		—			—			—			—			(287	)		(287	)
Deferred compensation transactions		—			—		48			—			—			—			—			48
Stock option transactions, net		112,362			—		1,307			—			984			(894	)		—			1,397
ESOP shares allocated or committed to be released for allocation (187,827 shares)		—			—		1,765			878			—			—			—			2,643
RRP awards		5,000			—		(70	)		—			70			—			—			—
Vesting of RRP shares		—			—		2,007			—			—			—			—			2,007
Other RRP transactions		(45,319	)		—		172			—			(590	)		—			—			(418	)
Purchase of treasury stock		(1,540,471	)		—		—			—			(20,913	)		—			—			(20,913	)
Cash dividends paid ($0.20 per common share)		—			—		—			—			—			(8,278	)		—			(8,278	)
Balance at September 30, 2007		41,230,618			459		348,734			(8,221	)		(57,422	)		125,743			(4,204	)		405,089
Net income																23,778						23,778
Other comprehensive income (note 12)																			(5,377	)		(5,377	)
Total comprehensive income																						18,401
Deferred compensation transactions		—			—		40			—			—			—			—			40
Stock option transactions, net		183,494			—		1,582			—			1,899			(1,291	)		—			2,190
ESOP shares allocated or committed to be released for allocation (84,429 shares)		—			—		492			586			—			—			—			1,078
RRP awards		6,000			—		(81	)		—			66			15			—			—
Vesting of RRP shares		—			—		1,811			—			—			—			—			1,811
Other RRP transactions		(34,142	)		—		—			—			(451	)		—			—			(451	)
Purchase of treasury stock		(1,570,757	)		—		—			—			(19,779	)		—			—			(19,779	)
Cash dividends paid ($0.24 per common share)		—			—		—			—			—			(9,525	)		—			(9,525	)
Other		—			—		304			—			—			—			—			304
Balance at September 30, 2008		39,815,213			459		352,882			(7,635	)		(75,687	)		138,720			(9,581	)		399,158
Net income																25,861						25,861
Other comprehensive income (note 12)																			12,058			12,058
Total comprehensive income																						37,919
Deferred compensation transactions		—			—		128			—			—			—			—			128
Stock option transactions, net		181,969			—		1,066			—			2,182			(2,009	)		—			1,239
ESOP shares allocated or committed to be released for allocation (49,932 shares)		—			—		(11	)		499			—			—			—			488
Vesting of RRP shares		—			—		1,688			—			—			—			—			1,688
Other RRP transactions		(34,164	)		—		—			—			(326	)		—			—			(326	)
Purchase of treasury stock		(415,811	)		—		—			—			(3,459	)		—			—			(3,459	)
Cash dividends paid ($0.24 per common share)		—			—		—			—			—			(9,379	)		—			(9,379	)
Balance at September 30, 2009		39,547,207		$	459	$	355,753		$	(7,136	)	$	(77,290	)	$	153,193		$	2,477		$	427,456

See accompanying notes to consolidated financial statements.

63

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended September 30, 2009, 2008 and 2007

(Dollars in thousands)

	2009			2008			2007
Cash flows from operating activities:
Net income		25,861		$	23,778		$	19,627
Adjustments to reconcile net income to net cash provided by operating activities
Provisions for loan losses		17,600			7,200			1,800
Write down of other real estate owned		186			-			-
Depreciation and amortization of premises and equipment		4,675			4,616			4,451
Amortization of intangibles		2,185			2,599			3,148
Net (gain) loss on sale of securities		(18,076	)		(983	)		8
Gains on loans held for sale		(961	)		-			(155	)
Gain on sale of premises and equipment		(517	)		-			(212	)
Net amortization (accretion) of premium and discounts on securities		1,715			(47	)		836
Accretion of premiums on borrowings (includes calls on borrowings)		(440	)		(739	)		(1,654	)
ESOP and RRP expense		2,178			2,889			4,900
ESOP forfeitures		(4	)		(293	)		(250	)
Stock option compensation expense		768			1,196			1,307
Originations of loans held for sale		(50,677	)		(189	)		(20,243	)
Proceeds from sales of loans held for sale		49,653			-			27,871
Increase in cash surrender value of bank owned life insurance		(1,961	)		(1,832	)		(1,693	)
Deferred income tax asset		(1,640	)		(2,528	)		1,271
Net changes in accrued interest receivable and payable		(585	)		134			2,341
Other adjustments (principally net changes in other assets and other liabilities)		(9,273	)		4,504			(8,111	)
Net cash provided by operating activities		20,687			40,305			35,242
Cash flows from investing activities:
Purchases of securities:
Available for sale		(708,727	)		(263,857	)		(178,979	)
Held to maturity		(25,095	)		(19,248	)		(7,793	)
Proceeds from maturities, calls and other principal payments on securities
Available for sale		153,585			223,492			330,251
Held to maturity		22,548			13,623			31,252
Proceeds from sales of securities available for sale		556,796			40,438			10,838
Proceeds from sales of securities held to maturity		625			-			-
Loan originations		(450,551	)		(596,593	)		(626,726	)
Loan principal payments		469,157			498,610			461,486
Proceeds from sale of FHLB stock, net		5,498			4,126			717
Settlement of HVIA (Hudson Valley Investment Advisors, Inc.) earnout		-			-			(750	)
Purchases of premises and equipment		(8,852	)		(11,253	)		(4,303	)
Proceeds from the sale of fixed assets		718			-			1,725
Proceeds from sales of other real estate owned		-			-			742
Purchases of BOLI		-			(5,000	)		183
Net cash provided by (used in) investing activities		15,702			(115,662	)		18,643

64

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows Continued

Years Ended September 30, 2009, 2008 and 2007

(Dollars in thousands)

	2009			2008			2007
Cash flows from financing activities
Net increase in transaction, savings and money market deposits		124,037			312,793			12,663
Net (decrease) in time deposits		(30,952	)		(37,267	)		(28,606	)
Net increase (decrease) in short-term borrowings		(153,791	)		(230,400	)		55,464
Gross repayments of long-term borrowings		(3,995	)		(14,161	)		(300,307	)
Gross proceeds from long-term borrowings		22,840			150,066			225,000
Net increase in borrowings senior unsecured note		51,500			-			-
Net increase in mortgage escrow funds		1,133			1,290			1,370
Treasury shares purchased		(3,459	)		(20,230	)		(21,503	)
Stock option transactions		147			1,270			90
Other stock-based compensation transactions		128			40			220
Cash dividends paid		(9,379	)		(9,525	)		(8,278	)
Net cash provided by (used in) financing activities		(1,791	)		153,876			(63,887	)
Net increase (decrease) in cash and cash equivalents		34,598			78,519			(10,002	)
Cash and cash equivalents at beginning of year		125,810			47,291			57,293
Cash and cash equivalents at end of year	$	160,408		$	125,810		$	47,291
Supplemental cash flow information:
Interest payments	$	38,714		$	55,268		$	65,134
Income tax payments		11,739			13,227			8,879
Loans transferred to real estate owned		1,815			-			710
Net change in unrealized gains (losses) recorded on securities available for sale		25,900			(3,341	)		6,139
Change in deferred taxes on unrealized (gains) losses on securities available for sale		(10,506	)		1,370			(2,524	)
Issuance of RRP shares		-			81			70

See accompanying notes to consolidated financial statements.

65

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

 (1) Basis of Financial Statement Presentation and Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of Provident New York Bancorp (“Provident Bancorp” or “the Company”), Hardenburgh Abstract Title Company, which provides title searches and insurance for residential and commercial real estate,  Hudson Valley Investment Advisors, LLC, (“HVIA”) a registered investment advisor, Provident Bank (“the Bank”) and the Bank’s wholly owned subsidiaries. These subsidiaries are (i) Provident Municipal Bank (“PMB”) which is a limited-purpose, New York State-chartered commercial bank formed to accept deposits from municipalities in the Company’s market area, (ii) Provident REIT, Inc. and WSB Funding, Inc. which are real estate investment trusts that hold a portion of the Company’s real estate loans, (iii) Provest Services Corp. I, which has invested in a low-income housing partnership, and (iv) Provest Services Corp. II, which has engaged a third-party provider to sell mutual funds and annuities to the Bank’s customers and (v) Limited Liability Companies, which hold foreclosed properties acquired by the bank. Intercompany transactions and balances are eliminated in consolidation.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.  In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense.  Certain amounts from prior years have been reclassified to conform to the current fiscal year presentation.

(a) Nature of Business

Provident New York Bancorp (“Provident Bancorp” or the “Company”), a unitary savings and loan holding company, is a Delaware corporation that owns all of the outstanding shares of Provident Bank (the “Bank”).  Provident Bancorp was formed in connection with the second step offering on January 14, 2004.

On June 29, 2005, Provident Bancorp, Inc. changed its name to Provident New York Bancorp in order to differentiate itself from the numerous bank holding companies with similar names. It began trading on the NASDAQ under the stock symbol “PBNY” on that date. Prior to that date, from January 7, 1999 its common stock traded under the stock symbol “PBCP.”

The Bank is a community bank offering financial services to individuals and businesses primarily in Rockland and Orange Counties, New York and the contiguous Sullivan, Ulster, Westchester and Putnam Counties, New York and Bergen County, New Jersey. The Bank’s principal business is accepting deposits and, together with funds generated from operations and borrowings, investing in various types of loans and securities. The Bank is a federally-chartered savings association and its deposits are insured up to applicable limits by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (FDIC). The Office of Thrift Supervision (OTS) is the primary regulator for the Bank and for Provident New York Bancorp. Of the Bank’s loans 85% are collateralized or dependent on real estate.

(b) Use of estimates

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense. Actual results could differ significantly from these estimates. An estimate that is particularly susceptible to significant near-term change is the allowance for loan losses, which is discussed below. Also subject to change are estimates involving mortgage servicing rights, benefit plans, deferred income taxes and fair values of financial instruments.

(c) Cash Flows

For purposes of reporting cash flows, cash equivalents include highly liquid, short-term investments such as overnight federal funds, as well as cash and deposits with other financial institutions. Net cash flows are reported for customer loan and deposit transactions and short-term borrowings with an original maturity of 90 days or less.

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(d) Long Term Assets

Premises and equipment, core deposit and other intangible assets are reviewed annually for impairment or when events indicate their carrying amount may not be recoverable from future undiscounted cash flows.  If impaired, the assets are recorded at fair value.

(e) Fair Values of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note.  Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items.  Changes in assumptions or in market conditions could significantly affect the estimates.

(f) Adoption of New Accounting Standards

FASB Codification Topic 855: Subsequent Events establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. U.S. GAAP specifies (i) the period after the balance sheet date during which a reporting entity’s management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (iii) disclosures an entity should make about events or transactions that occurred after the balance sheet date.  The Company evaluates subsequent events through the date that the financial statements are issued.  Subsequent events guidance became effective for financial statements for period ending after June 15, 2009 and did not have a significant effect on the Company’s financial statements.

In April 2009, the FASB issued Staff Position (FSP) No. 115-2 and No. 124-2, Recognition and Presentation of Other-Than Temporary Impairments, which is now a part of FASB ASC 320, “Investments – Debt and Equity Securities”, and which amends existing guidance for determining whether impairment is other-than-temporary (“OTTI”) for debt securities.  The FSP requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.  If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income or loss.  Additionally, the FSP expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities.  This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company recognized no cumulative other-than –temporary impairment charges.  The Company adopted the FSP effective April 1, 2009.  The adoption of this FSP on April 1, 2009 did not have a material impact on the results of operations or financial position.

In April 2009, the FASB issued Staff Position (FSP) No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which is now a part of FASB ASC 820, “Fair Value Measurement and Disclosures.”  This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same.  Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants.  The FSP provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity.  In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value.  The FSP also requires increased disclosures.  This FSP is effective for interim and annual reporting periods after June 15, 2009, and shall be applied prospectively.  The adoption of this FSP at September 30, 2009 did not have a material impact on the results of operations or financial position.

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

In April 2009, the FASB issued FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, which is now a part of FASB ASC 825, “Financial Instruments.”  This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies that were previously only required in annual financial statements.  This FSP is effective for interim reporting periods ending after June 15, 2009.  The adoption of this FSP at June 30, 2009 did not have a material impact on the results of operations or financial position as it only required disclosures.

In August, 2009, the FASB issued Accounting Standards Update (ASU) 2009-05, “Measuring Liabilities at Fair Value”, as subset of Topic 820- “Fair Value Measurement and Disclosure”.  Among other clarifying points, ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: (1) The quoted price of the identical liability when traded as an assets, (2) Quoted prices for similar liabilities or similar liabilities when traded as assets, or (3)  Another valuation technique that is consistent with the principles of Topic 820 such as an income approach or market approach.  The ASU is effective as of September 30, 2009.  The adoption of the ASU did not have a material impact on the Company’s consolidated financial statements.

(g) Securities

Securities include U.S. Treasury, U.S. Government Agency and Government Sponsored Agencies, municipal and corporate bonds, mortgage backed securities, collateralized mortgage obligations and marketable equity securities.

The Company can classify its securities among three categories: held to maturity, trading, and available for sale. Management determines the appropriate classification of the Company’s securities at the time of purchase.

Held-to-maturity securities are limited to debt securities for which management has the intent and the Company has the ability to hold to maturity. These securities are reported at amortized cost.

Trading securities are debt and equity securities held principally for the purpose of selling them in the near term. These securities are reported at fair value, with unrealized gains and losses included in earnings. The Company does not engage in security trading activities.

All other debt and marketable equity securities are classified as available for sale. These securities are reported at fair value, with unrealized gains and losses (net of the related deferred income tax effect) excluded from earnings and reported in a separate component of stockholders’ equity (accumulated other comprehensive income or loss). Available-for-sale securities include securities that management intends to hold for an indefinite period of time, such as securities to be used as part of the Company’s asset/liability management strategy or securities that may be sold in response to changes in interest rates, changes in prepayment risks, the need to increase capital, or similar factors.

Premiums and discounts on debt securities are recognized in interest income on a level-yield basis over the period to maturity. Amortization of premiums and accretion of discounts on mortgage backed securities are based on the estimated cash flows of the mortgage backed securities, periodically adjusted for changes in estimated lives, on a level yield basis.  The cost of securities sold is determined using the specific identification method. Unrealized losses are charged to earnings when management determines that the decline in fair value of a security is other than temporary.

Securities deemed to be other-than-temporarily impaired are permanently written down from their original cost basis to reflect the adjusted fair value subsequent to a measurement for impairment. The impairment is deemed other than temporary on an investment the Company does not expect to recover the amortized cost basis of that particular security.  The Company assesses whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.  If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income or loss.  There were no securities deemed to be other than temporary impaired as of September 30, 2009.

68

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(h) Loans

Loans where management has the intent and ability to hold for the foreseeable future or until maturity or payoff (other than loans held for sale) are reported at amortized cost less the allowance for loan losses. Mortgage loans originated and held for sale in the secondary market (if any) are reported at the lower of aggregate cost or estimated fair value. Fair value is estimated based on outstanding investor commitments or, in the absence of such commitments, based on current investor yield requirements. Net unrealized losses are recognized in a valuation allowance by a charge to earnings. Interest income on loans is accrued on the level yield method.

A loan is placed on non-accrual status when management has determined that the borrower may likely be unable to meet contractual principal or interest obligations, or when payments are 90 days or more past due, unless well secured and in the process of collection. Accrual of interest ceases and, in general, uncollected past due interest is reversed and charged against current interest income, related to the current year and interest, recorded in the prior year, is charged to the allowance for loan losses. Interest payments received on non-accrual loans, including impaired loans, are not recognized as income unless warranted based on the borrower’s financial condition and payment record.

The Company defers nonrefundable loan origination and commitment fees, and certain direct loan origination costs, and amortizes the net amount as an adjustment of the yield over the estimated life of the loan. If a loan is prepaid or sold, the net deferred amount is recognized in the statement of income at that time. Interest and fees on loans include prepayment fees and late charges collected.

(i) Allowance for Loan Losses

The allowance for loan losses is established through provisions for losses charged to earnings. Losses on loans (including impaired loans) are charged to the allowance for loan losses when management believes that the collection of principal is unlikely. Recoveries of loans previously charged-off are credited to the allowance when realized.

The allowance for loan losses is an amount that management believes is necessary to absorb probable incurred losses on existing loans that may become uncollectible. Management’s evaluations, which are subject to periodic review by the OTS, take into consideration factors such as the Company’s past loan loss experience, changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and collateral values, and current economic conditions that may affect the borrowers’ ability to pay. Future adjustments to the allowance for loan losses may be necessary, based on changes in economic and real estate market conditions, further information obtained regarding known problem loans, results of regulatory examinations, the identification of additional problem loans, and other factors.

The Company considers a loan to be impaired when, based on current information and events, it is probable that the borrower will be unable to comply with contractual principal and interest payments due. Certain loans are individually evaluated for collectability in accordance with the Company’s ongoing loan review procedures (principally commercial real estate, commercial business and construction loans). Smaller-balance homogeneous loans are collectively evaluated for impairment, such as residential mortgage loans and consumer loans. Impaired loans are based on one of three measures — the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is less than its recorded investment, a portion of the allowance for loan losses is allocated so that the loan is reported, net, at its measured value.

69

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(j) Mortgage Servicing Assets

Servicing assets represent the allocated value of retained servicing rights on loans sold (as well as the cost of purchased rights).  Servicing assets are expensed in proportion to, and over the period of, estimated net servicing revenues.  Impairment is evaluated based on the fair value of the assets, using groupings of the underlying loans as to interest rates and then, secondarily, as to loan type and investor.  Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions.  Any impairment of a grouping is reported as a valuation allowance, to the extent that fair value is less than the capitalized amount for a grouping. Upon adoption of FASB ASC Topic # 860- Transfers and Servicing, the Company elected to continue to use the amortization method.

(k) Federal Home Loan Bank Stock

As a member of the Federal Home Loan Bank (FHLB) of New York, the Bank is required to hold a certain amount of FHLB stock. This stock is a non-marketable equity security and, accordingly, is reported at cost.

(l) Premises and Equipment

Land is reported at cost, while premises and equipment are reported at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three years for equipment and 40 years for premises. Leasehold improvements are amortized on a straight-line basis over the terms of the respective leases, including renewal options, or the estimated useful lives of the improvements, whichever is shorter. Routine holding costs are charged to expense as incurred, while significant improvements are capitalized.

(m) Goodwill and Other Intangible Assets

Goodwill recorded in acquisitions is not amortized to expense, but instead, is evaluated for impairment at least annually. The core deposit intangibles recorded in acquisitions are amortized to expense using an accelerated method over their estimated lives of approximately eight years.  Other intangible assets are evaluated for impairment at least annually. Intangibles related to HVIA are amortized over 10 years on a straight-line basis.  Impairment losses on intangible assets are charged to expense, if and when they occur.

(n) Real Estate Owned

Real estate properties acquired through loan foreclosures are recorded initially at estimated fair value, less expected sales costs, with any resulting write-down charged to the allowance for loan losses. Subsequent valuations are performed by management, and the carrying amount of a property is adjusted by a charge to expense to reflect any subsequent declines in estimated fair value. Fair value estimates are based on recent appraisals and other available information. Routine holding costs are charged to expense as incurred, while significant improvements are capitalized. Gains and losses on sales of real estate owned are recognized upon disposition. Real estate owned is included in other assets.

(o) Securities Repurchase Agreements

In securities repurchase agreements, the Company transfers securities to a counterparty under an agreement to repurchase the identical securities at a fixed price on a future date. These agreements are accounted for as secured financing transactions since the Company maintains effective control over the transferred securities and the transfer meets other specified criteria. Accordingly, the transaction proceeds are recorded as borrowings and the underlying securities continue to be carried in the Company’s securities portfolio. Disclosure of the pledged securities is made in the consolidated statements of financial condition if the counterparty has the right by contract to sell or repledge such collateral.

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(p) Income Taxes

Net deferred taxes are recognized for the estimated future tax effects attributable to “temporary differences” between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recognized in income tax expense in the period that includes the enactment date of the change.

A deferred tax liability is recognized for all temporary differences that will result in future taxable income. A deferred tax asset is recognized for all temporary differences that will result in future tax deductions, subject to reduction of the asset by a valuation allowance in certain circumstances. This valuation allowance is recognized if, based on an analysis of available evidence, management determines that it is more likely than not that some portion, or all of the deferred tax asset will not be realized. The valuation allowance is subject to ongoing adjustment based on changes in circumstances that affect management’s judgment about the realizability of the deferred tax asset. Adjustments to increase or decrease the valuation allowance are charged or credited, respectively, to income tax expense. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

The Company evaluates uncertain tax positions in a two step process.  The first step is recognition, which requires a determination whether it is more likely than not that a tax position will be sustained upon examination.  The second step is measurement.  Under the measurement step, a tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  Tax position that previously failed to meet the more likely than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met.  Previously recognized tax position that no longer meet the more likely than not recognition threshold should be derecognized in the first subsequent financial reporting period in which the threshold is no longer met.  The Company did not have any such position as of September 30, 2009.  See note 10 of the “Notes to Consolidated Financial Statements”.

(q) Bank Owned Life Insurance (BOLI)

The Company has purchased life insurance policies on certain key executives.  Bank owned life insurance is recorded at its cash surrender value (or the amount that can be realized).

(r) Stock-Based Compensation Plans

Compensation expense is recognized for the ESOP equal to the fair value of shares that have been allocated or committed to be released for allocation to participants. Any difference between the fair value at that time and the ESOP’s original acquisition cost is charged or credited to stockholders’ equity (additional paid-in capital). The cost of ESOP shares that have not yet been allocated or committed to be released for allocation is deducted from stockholders’ equity.

The Company applies FASB ASC Topic 718 “Compensation- Stock Based” in accounting for its stock option plan. During 2009, 2008 and 2007 the Company issued 88,861, 275,134 and 70,958 new stock-based option awards and recognized total non-cash stock-based compensation cost of $768, $1,196 and $1,307. As of September 30, 2009, the total remaining unrecognized compensation cost related to non-vested stock options was $552.

The Company’s stock-based compensation plans allow for accelerated vesting when employees retire under circumstance s in accordance with the terms of the plans. Grants issued subsequent to adoption of FASB ASC Topic 718 (October 1, 2005), which are subject to such accelerated vesting, are expensed over the shorter of the time to retirement age or the vesting schedule in accordance with the grant. Thus the vesting period can be less than the plan’s five-year vesting period depending upon the age of the grantee. As of September 30, 2009, 47,800 restricted shares and 7,500 stock options were potentially subject to accelerated vesting, but will not be expensed over a shorter time period, unless acceleration is deemed to have occurred. The Company recognized expense associated with the acceleration of 0, 10,000 and 21,980 restricted shares in 2009, 2008 and 2007, respectively.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(s) Earnings Per Share

Basic earnings per share (EPS) is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding during the period.

Diluted EPS is computed in a similar manner, except that the weighted average number of common shares is increased to include incremental shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive stock options were exercised and unvested RRP shares became vested during the periods. For purposes of computing both basic and diluted EPS, outstanding shares exclude unallocated ESOP shares.

(t) Segment Information

Public companies are required to report certain financial information about significant revenue- producing segments of the business for which such information is available and utilized by the chief operating decision maker. As a community-oriented financial institution, substantially all of the Company’s operations involve the delivery of loan and deposit products to customers. Management makes operating decisions and assesses performance based on an ongoing review of the community banking operation, which constitutes the Company’s only operating segment for financial reporting purposes.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(2) Acquisitions

Summary of Acquisition Transactions.  Below is the summary of the acquisition transactions for Warwick Community Bancorp (2005) “WSB”, Ellenville National Bank (2004) “ENB”, National Bank of Florida (2002) “NBF”, one purchase in 2005 of a branch office of HSBC Bank USA, National Association (“HSBC”) and Hudson Valley Investment Advisors (“HVIA”).

	HVIA		HSBC			WSB		ENB		NBF		Total
At Acquisition Date
Number of shares issued		208,331		-			6,257,896		3,969,676		-		10,435,903
Loans acquired	$	-	$	2,045		$	284,522	$	213,730	$	23,112	$	523,409
Deposits assumed		-		23,319			475,150		327,284		88,182		913,935
Cash paid/(received)		2,500		(18,938	)		72,601		36,773		28,100		121,036
Goodwill		2,531		-			91,576		51,794		13,063		158,964
Core deposit/other intangibles		2,830		1,690			10,395		6,624		1,787		23,326
At September 30, 2009
Goodwill	$	3,279	$	-		$	92,145	$	52,102	$	13,335	$	160,861
Accumulated core deposit/other amortization		943		1,313			7,732		6,150		1,698		17,836
Net core deposit/other intangible		1,887		376			2,663		474		89		5,489

* In addition to the above, the Company also carries $877 in mortgage servicing rights.

The changes to goodwill, reflected above, are due to tax related items in connection with acquisitions and the $750 settlement of the earnout provision for HVIA in 2007.

Future Amortization of Core Deposit and Other Intangible Assets.  The following table sets forth the future amortization of core deposit and other intangible assets:

At September 30, 2009	Amortization
Less than one year	$	1,853
One to two years		1,360
Two to three years		941
Three to four years		580
Four to five years		283
Beyond five years		472
Total	$	5,489

Goodwill is not amortized to expense and is reviewed for impairment at least annually, with impairment losses charged to expense, if and when they occur. The core deposit and other intangible assets are recognized apart from goodwill and they are amortized to expense over their estimated useful lives and evaluated at least annually for impairment.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(3) Securities Available for Sale

The following is a summary of securities available for sale:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
September 30, 2009
Mortgage-backed securities
Fannie Mae	$	238,723	$	4,606	$	(266	)	$	243,063
Freddie Mac		92,885		1,621		-			94,506
Ginnie Mae		26,586		358		(15	)		26,929
CMO/Other MBS		66,784		174		(941	)		66,017
		424,978		6,759		(1,222	)		430,515
Investment securities
U.S. Government securities		20,893		183		-			21,076
Federal agencies		186,301		678		(279	)		186,700
Corporate bonds		25,245		579		(1	)		25,823
State and municipal securities		158,007		9,591		(14	)		167,584
Equities		1,145		-		(260	)		885
		391,591		11,031		(554	)		402,068
Total available for sale	$	816,569	$	17,790	$	(1,776	)	$	832,583
September 30, 2008
Mortgage-backed securities
Fannie Mae	$	385,138	$	1,719	$	(2,185	)	$	384,672
Freddie Mac		189,113		1,694		(818	)		189,989
Other		36,821		650		(1,116	)		36,355
		611,072		4,063		(4,119	)		611,016
Investment securities
U.S. Government securities		-		-		-			-
Federal agencies		30,022		19		-			30,041
State and municipal securities		159,334		125		(9,858	)		149,601
Equities		1,146		-		(116	)		1,030
		190,502		144		(9,974	)		180,672
Total available for sale	$	801,574	$	4,207	$	(14,093	)	$	791,688

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following is a summary of the amortized cost and fair value of investment securities available for sale (other than equity securities), by remaining period to contractual maturity. Actual maturities may differ because certain issuers have the right to call or prepay their obligations.

	September 30, 2009
	Amortized Cost		Fair Value
Remaining period to contractual maturity
Less than one year	$	3,678	$	3,732
One to five years		205,906		208,022
Five to ten years		86,696		89,651
Greater than ten years		94,166		99,778
Total	$	390,446	$	401,183

Proceeds from sales of securities available for sale during the years ended September 30, 2009 2008 and 2007 totaled $556,796 $40,438, and 10,838 respectively. These sales resulted in gross realized gains of $18,043, $983 and $0 for the years ended September 30, 2009, 2008, and 2007 respectively, and gross realized loss of $0, $0, $8 in fiscal year 2009, 2008, and 2007 respectively.

Securities, including held to maturity securities, with carrying amounts of $231,190 and $323,694 were pledged as collateral for borrowings at September 30, 2009 and September 30, 2008, respectively. U.S. Government and municipal securities with carrying amounts of $290,038 and $441,640 were pledged as collateral for municipal deposits and other purposes at September 30, 2009 and September 30, 2008, respectively.

Securities Available for Sale with Unrealized Losses.  The following table summarizes those securities available for sale with unrealized losses, segregated by the length of time in a continuous unrealized loss position:

	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer					Total
As of September 30, 2009	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Mortgage-backed securities	$	63,965	$	(494	)	$	9,651	$	(728	)	$	73,616	$	(1,222	)
U.S. Government and agency securities		64,689		(278	)		42		(1	)		64,731		(279	)
Corporate bonds		2,185		(1	)		-		-			2,185		(1	)
State and municipal securities		1,710		(14	)		-		-			1,710		(14	)
Equity securities		-		-			885		(260	)		885		(260	)
Total	$	132,549	$	(787	)	$	10,578	$	(989	)	$	143,127	$	(1,776	)

	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer					Total
As of September 30, 2008	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Mortgage-backed securities	$	259,247	$	(3,675	)	$	22,492	$	(444	)	$	281,739	$	(4,119	)
U.S. Government and agency securities		-		-			47		-			47		-
State and municipal securities		113,509		(7,535	)		19,241		(2,323	)		132,750		(9,858	)
Equity securities		926		(115	)		104		(1	)		1,030		(116	)
Total	$	373,682	$	(11,325	)	$	41,884	$	(2,768	)	$	415,566	$	(14,093	)

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The Company, as of June 30, 2009 adopted the provisions under FASB ASC Topic 320 – Investments- Debt and Equity Securities which requires a forecast of recovery of cost basis through cash flow collection on all debt securities with a fair value less than its amortized cost less any current period credit loss with an assertion on the lack of intent to sell (or be required to sell prior to recovery of cost basis).

Based on a review of each of the securities in the investment portfolio in accordance FASB ASC 320, at September 30, 2009, the Company concluded that it expects to recover the amortized cost basis of its investments and therefore there were no impairment charges.  As of September 30, 2009 the Company does not intend to sell nor is it anticipated that it would be required to sell any of its securities with unrealized losses prior to recovery of its amortized cost basis less any current-period credit loss.

Substantially all of the unrealized losses at September 30, 2009 relate to investment grade securities and are attributable to changes in market interest rates and credit risk spreads subsequent to purchase. There were no securities with unrealized losses that were individually significant dollar amounts at September 30, 2009. A total of 31 available for sale securities were in a continuous unrealized loss position for less than 12 months and 13 securities for 12 months or longer. For securities with fixed maturities, there are no securities past due or securities for which the Company currently believes it is not probable that it will collect all amounts due according to the contractual terms of the investment. Based on a review of each of the securities in the investment portfolio in accordance with FASB ASC 320 at September 30, 2009, the Company concluded that it expects to recover the amortized cost basis of its investments and therefore there were no impairment charges.

Within the collateralized mortgage-backed securities (CMO’s) category of the available for sale portfolio there are five individual private label CMO’s that have an amortized cost of $11,050 and a fair value (carrying value) of $10,411 as of September 30, 2009.  These securities were all performing as of September 30, 2009 and are expected to perform based on current information.  In determining whether there existed other than temporary impairment on these securities the Company evaluated the present value of cash flows expected to be collected based on collateral specific assumptions, including credit risk and liquidity risk, and determined that no losses are expected.  The Company will continue to evaluate its portfolio in this manner on a quarterly basis.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(4) Securities Held to Maturity

The following is a summary of securities held to maturity:                                                                                                

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2009
Mortgage-backed securities
Fannie Mae	$	2,713	$	110	$	-		$	2,823
Freddie Mac		2,834		82		-			2,916
Other		905		6		-			911
		6,452		198		-			6,650
Investment securities
State and municipal securities		37,162		940		(47	)		38,055
Other		1,000		34		-			1,034
		38,162		974		(47	)		39,089
Total held to maturity	$	44,614	$	1,172	$	(47	)	$	45,739
September 30, 2008
Mortgage-backed securities
Fannie Mae	$	4,929	$	62	$	(4	)	$	4,987
Freddie Mac		4,297		69		(31	)		4,335
Ginnie Mae & Other		1,125		2		(1	)		1,126
		10,351		133		(36	)		10,448
Investment securities
State and municipal securities		32,604		236		(449	)		32,391
Equities		58		2		-			60
		32,662		238		(449	)		32,451
Total held to maturity	$	43,013	$	371	$	(485	)	$	42,899

The following is a summary of the amortized cost and fair value of investment securities held to maturity, by remaining period to contractual maturity. Actual maturities may differ because certain issuers have the right to call or repay their obligations.

	September 30, 2009
	Amortized Cost		Fair Value
Remaining period to contractual maturity
Less than one year	$	21,104	$	21,277
One to five years		8,677		8,938
Five to ten years		2,724		2,935
Greater than ten years		5,657		5,939
Total	$	38,162	$	39,089

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Proceeds from sales of securities held to maturity during the years ended September 30, 2009, 2008 and 2007 totaled $625, $0 and $0, respectively. These sales resulted in gross realized gains of $33, $0 and $0 for the years ended September 30, 2009, 2008, and 2007 respectively, and gross realized losses of $0 in fiscal year 2009, 2008, and 2007 respectively.   These securities can be considered maturities per FASB ASC Topic #320, Investments – Debt & Equity securities, as the sale of the securities occurred after at least 85 percent of the principal outstanding had been collected since acquisition.

The following table summarizes those securities held to maturity with unrealized losses, segregated by the length of time in a continuous unrealized loss position:

	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer				Total
As of September 30, 2009	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
State and municipal securities	$	1,019	$	(47	)	$	-	$	-	$	1,019	$	(47	)
Total	$	1,019	$	(47	)	$	-	$	-	$	1,019	$	(47	)

	Continuous Unrealized Loss Position
	Less Than 12 Months					12 Months or Longer					Total
As of September 30, 2008	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Mortgage-backed securities	$	3,654	$	(5	)	$	1,282	$	(31	)	$	4,936	$	(36	)
State and municipal securities		13,136		(420	)		540		(29	)		13,676		(449	)
Other securities												-		-
Total	$	16,790	$	(425	)	$	1,822	$	(60	)	$	18,612	$	(485	)

All of the unrealized losses on held to maturity securities at September 30, 2009 relate to local municipal general obligation bonds and are attributable to changes in market interest rates and credit risk spreads subsequent to purchase. There were no securities with unrealized losses that were individually significant dollar amounts at September 30, 2009. A total of 7 held-to-maturity securities were in a continuous unrealized loss position for less than 12 months, and 0 securities for 12 months or longer. For securities with fixed maturities, there are no securities past due or securities for which the Company currently believes it is not probable that it will collect all amounts due according to the contractual terms of the investment. Because the Company has the ability and intent to hold securities with unrealized losses until maturity, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2009.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(5) Loans

The components of the loan portfolio, excluding loans held for sale, were as follows:

	September 30,
	2009			2008
One- to four-family residential mortgage loans:
Fixed rate	$	419,863		$	472,536
Adjustable rate		40,865			40,845
		460,728			513,381
Commercial real estate loans		554,550			554,811
Commercial business loans		242,629			243,642
Acquisition, development & construction loans		193,828			170,979
		991,007			969,432
Consumer loans:
Home equity lines of credit		180,205			166,491
Homeowner loans		54,941			58,569
Other consumer loans, including overdrafts		16,376			23,680
		251,522			248,740
Total loans		1,703,257			1,731,553
Allowance for loan losses		(30,050	)		(23,101	)
Total loans, net	$	1,673,207		$	1,708,452

Total loans include net deferred loan origination costs of $1,654 and $2,711 at September 30, 2009 and September 30, 2008, respectively.

A substantial portion of the Company’s loan portfolio is secured by residential and commercial real estate located in Rockland and Orange Counties of New York and contiguous areas such as Ulster, Sullivan, Putnam and Westchester Counties of New York and Bergen County, New Jersey. The ability of the Company’s borrowers to make principal and interest payments is dependent upon, among other things, the level of overall economic activity and the real estate market conditions prevailing within the Company’s concentrated lending area. Commercial real estate and acquisition, development and construction loans are considered by management to be of somewhat greater credit risk than loans to fund the purchase of a primary residence due to the generally larger loan amounts and dependency on income production or sale of the real estate. Substantially all of these loans are collateralized by real estate located in the Company’s primary market area.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The principal balances of non-performing loans were as follows:

	2009				2008
	90 days past due and still accruing		Non-Accrual		90 days past due and still accruing		Non-Accrual
One- to four-family residential mortgage loans	$	2,932	$	4,425	$	2,487	$	1,731
Commercial real estate loans		977		5,826		732		3,100
Commercial business loans		-		457		-		2,811
Acquisition, development & construction loans		440		10,830		-		5,596
Consumer loans		211		371		70		351
Total non-performing loans	$	4,560	$	21,909	$	3,289	$	13,589
Troubled debt restructured loans	$	674	$	-	$	-	$	-

Gross interest income that would have been recorded if the foregoing non-accrual loans had remained current in accordance with their contractual terms totaled $1,429, $1,129 and $362, for the years ended September 30, 2009, 2008 and 2007, respectively, compared to interest income actually recognized (including income recognized on a cash basis) of $724, $724 and $105, respectively.

The Company’s impaired loans were $22,101 at September 30, 2009 and $13,237 million as of September 30, 2008. Substantially all of these loans were collateral-dependent loans measured based on the fair value of the collateral. The Company determines the need for a specific allocation of the allowance for loan losses on a loan-by-loan basis for impaired loans. The specific allocation for impaired loans was $2.3 million and $1.3 million as of September 30, 2009 and 2008, respectively. The Company’s average recorded investment in impaired loans was $19, 310, $9,465 and $1,500 during the years ended September 30, 2009, 2008, and 2007 respectively.  Interest income recognized (including income recognized on a cash basis) for impaired loans was $723, $698 and $91 for the years ended September 30, 2009, 2008, and 2007 respectively.

Activity in the allowance for loan losses is summarized as follows:

	Year ended September 30,
	2009			2008			2007
Balance at beginning of year	$	23,101		$	20,389		$	20,373
Provision for loan losses		17,600			7,200			1,800
Charge-offs		(11,289	)		(4,929	)		(2,493	)
Recoveries		638			441			709
Net Charge offs		(10,651	)		(4,488	)		(1,784	)
Balance at end of year	$	30,050		$	23,101		$	20,389

Provisions for losses and other activity in the allowance for losses on real estate owned were insignificant during the years ended September 30, 2009, 2008 and 2007.

Certain residential mortgages originated by the Company are sold in the secondary market. Non-interest income includes net gains on such sales of $961 in fiscal 2009, $0 in fiscal 2008, and $155 in fiscal 2007. At September 30, 2009 and 2008 there were $1,213 and $189 residential mortgage loans held for sale, respectively. The Company ceased originating student loans in 2007.

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Other assets at September 30, 2009 and 2008 include capitalized mortgage servicing rights with a carrying amount of $840 and $655, respectively, which are recorded at the lower of amortized cost or fair market value.  The Company recorded a valuation allowance of $115 at September 30, 2009.  No valuation allowance was required at September 30, 2008.  The Company generally retains the servicing rights on mortgage loans sold. Servicing loans for others involves collecting payments, maintaining escrow accounts, making remittances to investors and, if necessary, processing foreclosures. Mortgage loans serviced for others, including loan participations, totaled approximately $163,621, $129,331 and $122,279 at September 30, 2009, 2008 and 2007, respectively. Mortgage escrow funds include balances of $1,018 and $766 at September 30, 2009 and 2008, respectively, related to loans serviced for others.

(6) Accrued Interest Receivable

The components of accrued interest receivable were as follows:

	September 30,
	2009		2008
Loans	$	5,417	$	5,984
Securities		5,055		4,897
Total accrued interest receivable	$	10,472	$	10,881

(7) Premises and Equipment, Net

Premises and equipment are summarized as follows:

	September 30,
	2009			2008
Land and land improvements	$	4,320		$	3,779
Buildings		31,332			26,916
Leasehold improvements		8,553			8,559
Furniture, fixtures and equipment		30,963			29,086
		75,168			68,340
Accumulated depreciation and amortization		(34,476	)		(31,624	)
Total premises and equipment, net	$	40,692		$	36,716

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(8) Deposits

Deposit balances and weighted average interest rates at September 30, 2009 and 2008 are summarized as follows:

	September 30,
	2009					2008
	Amount		Rate			Amount		Rate
Non interest bearing demand deposits:
Retail	$	169,122		—	%	$	162,161		—	%
Commercial		236,516		—			203,682		—
Municipal		86,596		—			122,047		—
Business NOW deposits		36,972		0.22			20,881		0.49
Municipal NOW deposits		188,074		0.28			196,581		0.49
Personal NOW deposits		127,595		0.11			115,442		0.10
Savings deposits		357,814		0.11			335,986		0.33
Money market deposits		384,632		0.43			306,504		1.46
Certificates of deposit		494,961		1.83			525,913		2.79
Total deposits	$	2,082,282		0.57	%	$	1,989,197		1.08	%

Municipal deposits held by PMB totaled $470,170 and $460,820 at September 30, 2009 and September 30, 2008, respectively. See Note 3, “Securities Available for Sale,” for the amount of securities that are pledged as collateral for municipal deposits and other purposes.   Deposits received for tax receipts were $201,000 and $242,300 at September 30, 2009 and September 30, 2008, respectively.

Certificates of deposit had remaining periods to contractual maturity as follows:

	September 30,
	2009		2008
Remaining period to contractual maturity:
Less than one year	$	439,642	$	487,419
One to two years		19,081		23,805
Two to three years		10,952		3,990
Three to four years		8,741		2,523
Four to five years		16,545		8,176
Total certificates of deposit	$	494,961	$	525,913

Certificate of deposit accounts with a denomination of $100k or more totaled $160,660 and $186,326 at September 30, 2009 and 2008, respectively. The Company had $20,578 (including certificates of deposit account registers service (CDAR’s) reciprocal CDs of $10,558) and $16,582 (none of which were CDAR’s) of brokered deposits as of September 30, 2009 and 2008, respectively.

Interest expense on deposits is summarized as follows:

	Years ended September 30,
	2009		2008		2007
Savings deposits	$	758	$	1,244	$	1,930
Money market and NOW deposits		3,377		6,313		7,293
Certificates of deposit		14,240		20,787		27,216
Total interest expense	$	18,375	$	28,344	$	36,439

82

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(9) FHLB and Other Borrowings

The Company’s FHLB and other borrowings and weighted average interest rates are summarized as follows:

	September 30,
	2009					2008
	Amount		Rate			Amount		Rate
By type of borrowing:
Advances	$	200,628		4.16	%	$	305,842		3.20	%
Repurchase agreements		230,000		3.95	%		260,166		3.85	%
Senior unsecured debt (FDIC insured)		51,494		2.74	%		-
Total borrowings	$	482,122		3.91	%	$	566,008		3.50	%
By remaining period to maturity:
Less than one year	$	62,677		4.09	%	$	153,893		2.16	%
One to two years		44,921		3.79	%		52,961		3.62	%
Two to three years		73,994		3.14	%		32,129		3.88	%
Three to four years		31,639		3.98	%		22,500		4.03	%
Four to five years		25,159		4.14	%		35,424		3.96	%
Greater than five years		243,732		4.09	%		269,101		4.09	%
Total borrowings	$	482,122		3.91	%	$	566,008		3.50	%

As a member of the FHLB, the Bank may borrow in the form of term and overnight borrowings up to the amount of eligible residential mortgage loans and securities that have been pledged as collateral under a blanket security agreement. As of September 30, 2009 and 2008, the Bank had pledged residential mortgage loans totaling $350,538 and $385,279, respectively. The Bank had also pledged securities with carrying amounts of $231,190 and $323,694 as of September 30, 2009 and September 30, 2008, respectively, to secure repurchase agreements.  Based on total outstanding borrowings with the FHLB which totaled $430,628 and $555,252 as of September 30, 2009 and September 30, 2008, the bank had unused borrowing capacity under the FHLB Line of Credit of $200,000 and $142,000, respectively.  As of September 30, 2009, the Bank may borrow amounts in addition to the line of credit by pledging securities and mortgages not required to be pledged for other purposes with a market value of $379,000. FHLB advances are subject to prepayment penalties if repaid prior to maturity.

Securities repurchase agreements had weighted average remaining terms to maturity of approximately 6.2 years and 6.4 years at September 30, 2009 and 2008, respectively. Average borrowings under securities repurchase agreements were $238,750 and $254,189 during the years ended September 30, 2009 and 2008, respectively, and the maximum outstanding month-end balance was $250,000 and $299,564, respectively.

FHLB borrowings (includes advances and repurchase agreements) of $227,500 and $302,500 at September 30, 2009 and 2008 respectively are callable quarterly, at the discretion of the FHLB. These borrowings have a weighted average remaining term to the contractual maturity dates of approximately 6.75 years and 7.3 years and weighted average interest rates of 4.63% and 4.24% at September 30, 2009 and 2008, respectively.

83

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(10) Income Taxes

Income tax expense consists of the following:

	Years ended September 30,
	2009			2008			2007
Current tax expense:
Federal	$	10,369		$	10,774		$	6,462
State		1,446			1,658			833
		11,815			12,432			7,295
Deferred tax expense (benefit):
Federal		(1,567	)		(2,056	)		1,015
State		(73	)		(472	)		256
		(1,640	)		(2,528	)		1,271
Total income tax expense	$	10,175		$	9,904		$	8,566

Actual income tax expense differs from the tax computed based on pre-tax income and the applicable statutory Federal tax rate, for the following reasons:

	Years ended September 30,
	2009			2008			2007
Tax at Federal statutory rate of 35%	$	12,612		$	11,789		$	9,868
State income taxes, net of Federal tax benefit		892			771			708
Tax-exempt interest		(2,536	)		(2,241	)		(1,783	)
Nondeductible portion of ESOP expense		19			112			551
BOLI income		(964	)		(641	)		(715	)
Low-income housing and other tax credits		-			-			(55	)
Other, net		152			114			(8	)
Actual income tax expense	$	10,175		$	9,904		$	8,566
Effective income tax rate		28.2	%		29.4	%		30.4	%

84

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are summarized below. The net amount is reported in other assets or other liabilities in the consolidated statements of financial condition.

	September 30,
	2009		2008
Deferred tax assets:
Allowance for loan losses	$	12,203	$	9,381
Deferred compensation		3,715		3,702
Purchase accounting adjustments		105		282
Other comprehensive loss		-		6,546
Goodwill		184		213
Accrued post retirement expense		1,111		1,102
Other		1,014		580
Total deferred tax assets		18,332		21,806
Deferred tax liabilities:
Undistributed earnings of subsidiary not consolidated for tax return purposes (REIT Income)		6,518		6,723
Prepaid pension costs		3,866		2,035
Core deposit intangibles		367		939
Purchase accounting fair value adjustments		249		249
Depreciation of premises and equipment		705		150
Other comprehensive income		1,694		-
Other		980		1,156
Total deferred tax liabilities		14,379		11,252
Net deferred tax asset	$	3,953	$	10,554

Based on management’s consideration of historical and anticipated future pre-tax income, as well as the reversal period for the items giving rise to the deferred tax assets and liabilities, a valuation allowance for deferred tax assets was not considered necessary at September 30, 2009 and 2008.

The Bank is subject to special provisions in the Federal and New York State tax laws regarding its allowable tax bad debt deductions and related tax bad debt reserves. Tax bad debt reserves consist of a defined “base-year” amount, plus additional amounts accumulated after the base year. Deferred tax liabilities are recognized with respect to reserves accumulated after the base year, as well as any portion of the base-year amount that is expected to become taxable (or recaptured) in the foreseeable future. The Bank’s base-year tax bad debt reserves for Federal tax purposes were $9,313 at both September 30, 2009 and 2008. The Bank’s tax bad debt reserves for NY State purposes were $46,555 and $48,423 at September 30, 2009 and 2008, respectively. Associated deferred tax liabilities of $5,872 and $5,976 have not been recognized at those dates since the Company does not expect that the Federal base-year reserves ($3,260) and New York State bad debt reserves ($2,612) and ($2,716) net of federal benefit  at September 30, 2009 and 2008, respectively will become taxable in the foreseeable future. Under the tax laws, events that would result in taxation of certain of these reserves include (i) redemptions of the Bank’s stock or certain excess distributions by the Bank to Provident New York Bancorp and (ii) failure of the Bank to maintain a specified qualifying-assets ratio or meet other thrift definition tests for New York State tax purposes.

85

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at October 1, 2008	$	596
Additions for tax positions of prior years		-
Reductions due to the statute of limitations		(596	)
Balance at September 30, 2009	$	-

The Company does not expect that the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months.

The total amount of interest and penalties recorded in the income statement in income tax expense (benefit) for the years ended September 30, 2009 and September 30, 2008 were ($89) and $58 respectively.

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of New York and various other state income taxes.  The tax years that are currently open for audit are 2006 and later for both federal and for New York State income tax.

(11)  Employee Benefit Plans and Stock-Based Compensation Plans

(a) Pension Plans

The Company has a noncontributory defined benefit pension plan covering employees that were eligible as of September 30, 2006. In July, 2006 the Board of Directors of the Company approved a curtailment to the Provident Bank Defined Benefit Pension Plan (“the Plan”) as of September 30, 2006. At that time, all benefit accruals for future service ceased and no new participants may enter the plan. The purpose of the Plan curtailment was to afford flexibility in the retirement benefits the Company provides, while preserving all retirement plan participants’ earned and vested benefits, and to manage the increasing costs associated with the defined benefit pension plan. The Company’s funding policy is to contribute annually an amount sufficient to meet statutory minimum funding requirements, but not in excess of the maximum amount deductible for Federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date, but also for benefits expected to be earned in the future.

In addition, the Board approved amending the Provident Bank 401(k) and Profit Sharing Plan, a 401(k) plan available to all employees who are age 21 or older. The amendment to the 401(k) plan added a profit sharing contribution for employees, which was 3% of eligible compensation for fiscal 2009 and 2008.

86

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following is a summary of changes in the projected benefit obligation and fair value of plan assets.  The Company uses a September 30 measurement date for its pension plans.

	September 30,
	2009			2008
Changes in projected benefit obligation:
Beginning of year	$	23,100		$	29,092
Service cost		-			-
Interest cost		1,593			1,558
Actuarial (gain) loss		4,130			(2,187	)
Contract conversion		-			(3,964	)
Benefits paid		(860	)		(1,399	)
End of year		27,963			23,100
Changes in fair value of plan assets:
Beginning of year		20,926			31,701
Actual gain (loss) on plan assets		287			(5,412	)
Employer contributions		5,150			-
Contract conversion		-			(3,964	)
Benefits and distributions paid		(860	)		(1,399	)
End of year		25,503			20,926
Funded status at end of year	$	(2,460	)	$	(2,174	)

Amounts recognized in accumulated other comprehensive loss at September 30, 2009 and 2008 consisted of:

	2009			2008
Unrecognized actuarial loss	$	11,980		$	7,185
Deferred tax asset		(4,865	)		(2,913	)
Net amount recognized in accumulated other comprehensive loss	$	7,115		$	4,272

Discount rates of 5.75%, 7.0% and 6.25% were used in determining the actuarial present value of the projected benefit obligation at September 30, 2009, 2008 and 2007, respectively.  No compensation increases were used as the plan is frozen.  The weighted average long-term rate of return on plan assets was 7.75% for fiscal years ended 2009, 2008 and 2007. The accumulated benefit obligation was $27,963 and $23,100 at year end September 30, 2009 and 2008 respectively.  The discount rate used in the determination of net periodic pension expense were 7.0%, 6.25%, and 6.0% for the years ending September 30, 2009, 2008 and 2007, respectively.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

2010	1,215
2011	1,285
2012	1,339
2013	1,423
2014	1,527
2015 - 2019	9,227

87

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The components of the net periodic pension expense (benefit) were as follows:

	Years ended September 30,
	2009			2008			2007
Service cost	$	-		$	-		$	-
Interest cost		1,593			1,558			1,735
Expected return on plan assets		(1,778	)		(2,110	)		(2,285	)
Amortization of unrecognized loss		826			-			-
Recognized net actuarial loss		-			-			55
Net periodic pension expense (benefit)	$	641		$	(552	)	$	(495	)

Unrecognized actuarial loss and prior service cost totaling $1.5 million  is expected to be amortized to pension expense during the next fiscal year ending September 30, 2010.

Weighted-average pension plan asset allocations based on the fair value of such assets at September 30, 2009, and September 30, 2008 and target allocations for 2010, by asset category, are as follows:

	September 30, 2008			September 30, 2009			Target Allocation 2010
Equity securities		71	%		70	%		70	%
Fixed income		29	%		30	%		30	%
Cash		0	%		0	%		0	%

The expected long-term rate of return assumption as of each measurement date was determined by taking into consideration asset allocations as of each such date, historical returns on the types of assets held, and current economic factors. The Company’s investment policy for determining the asset allocation targets was developed based on the desire to optimize total return while placing a strong emphasis on preservation of capital. In general, it is hoped that, in the aggregate, changes in the fair value of plan assets will be less volatile than similar changes in appropriate market indices. Returns on invested assets are periodically compared with target market indices for each asset type to aid management in evaluating such returns.

There were no pension plan assets consisting of Provident New York Bancorp equity securities (common stock) at September 30, 2009 or at September 30, 2008.

The Company makes contributions to its funded qualified pension plans as required by government regulation or as deemed appropriate by management after considering the fair value of plan assets, expected returns on such assets, and the present value of benefit obligations of the plans. At this time, the Company has not determined whether contributions in 2010 will be made.

The Company has also established a non-qualified Supplemental Executive Retirement Plan to provide certain executives with supplemental retirement benefits in addition to the benefits provided by the pension plan due to amounts limited by the Internal Revenue Code of 1986, as amended (“IRS Code”). The periodic pension expense for the supplemental plan amounted to $94, $82 and $78 for the years ended September 30, 2009, 2008 and 2007, respectively. The actuarial present value of the projected benefit obligation was $1,587 and $1,353 at September 30, 2009 and 2008, respectively, and the vested benefit obligation was $1,587 and $1,353 for the same periods, respectively, all of which is unfunded.

88

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(b)   Other Postretirement Benefit Plans

The Company’s postretirement plans, which are unfunded, provide optional medical, dental and life insurance benefits to retirees or death benefit payments to beneficiaries of employees covered by the Company and Bank Owned Life Insurance policies. The Company has elected to amortize the transition obligation for accumulated benefits to retirees as an expense over a 20-year period.

Data relating to the postretirement benefit plan follows:

	September 30,
	2009			2008
Change in accumulated postretirement benefit obligation:
Beginning of year	$	1,720		$	1,341
Service cost		22			17
Interest cost		118			94
Actuarial (gain)		272			(168	)
Plan participants' contributions		-			92
Amendments		-			498
Benefits paid		(91	)		(154	)
End of year	$	2,041		$	1,720
Changes in fair value of plan assets:
Beginning of year	$	-		$	-
Employer contributions		91			62
Plan participants' contributions		-			92
Benefits paid		(91	)		(154	)
End of year	$	-		$	-
Funded status	$	(2,041	)	$	(1,720	)

Components of net periodic benefit expense (benefit):

	For years ended September 30,
	2009			2008			2007
Service Cost	$	22		$	17		$	19
Interest Cost		118			94			79
Amortization of transition obligation		24			10			10
Amortization of prior service cost		49			20			7
Amortization of actuarial gain		(119	)		(115	)		(132	)
Total	$	94		$	26		$	(17	)

There is no unrecognized actuarial loss and prior service cost expected to be amortized out of accumulated other comprehensive income in 2010.

89

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Estimated Future Benefit Payments
The following benefit payments are expected to be paid in future years:
2010	131
2011	133
2012	135
2013	140
2014	143
2015-2018	755

Assumptions used for plan	2009			2008
Medical trend rate next year		4.50	%		4.50	%
Ultimate trend rate		4.50	%		4.50	%
Discount rate		5.50	%		7.25	%
Discount rate used to value periodic cost		7.25	%		6.25	%

There is no impact of a 1% increase or decrease in health care trend rate due to the Company's  cap on cost.

Amounts recognized in accumulated other comprehensive income (loss) at September 30, 2009 and 2008 consisted of:

	2009			2008
Post retirement plan unrecognized gain	$	1,235		$	1,499
Post retirement plan unrecognized service cost		(461	)		(509	)
Post retirement unrecognized transition obligation		(61	)		(70	)
Post retirement SERP		(182	)		(7	)
Post employment BOLI		(61	)		66
Transition obligation		(621	)		-
Subtotal		(151	)		979
Deferred tax liability		61			(396	)
Net amount recognized in accumulated other comprehensive income (loss)	$	(90	)	$	583

90

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

As of September 30, 2007, the Company adopted FASB ASC Topic # 715 Compensation - Retirement Benefits. Accordingly, the Company recorded a charge of $287, net of taxes, to accumulated other comprehensive loss related to our pension and other postretirement plans for the year ended September 30, 2007, as follows:

Pension Plan unrecognized actuarial loss	$	(1,848	)
Post retirement plan unrecognized gain		1,510
Post retirement plan unrecognized service cost		(31	)
Post retirement plan unrecognized transition obligation		(81	)
Post retirement SERP		(30	)
Subtotal		(480	)
Net deferred tax asset		193
Net amount recognized in accumulated other comprehensive income	$	(287	)

(c) Employee Savings Plan

The Company also sponsors a defined contribution plan established under Section 401(k) of the IRS Code. Eligible employees may elect to contribute up to 50% of their compensation to the plan. The Company currently makes matching contributions equal to 50% of a participant’s contributions up to a maximum matching contribution of 3% of eligible compensation. Effective after September 30, 2006, the Bank amended the plan to include a profit sharing component which was 3% of eligible compensation, in addition to the matching contributions for 2009.  Voluntary matching and profit sharing contributions are invested, in accordance with the participant’s direction, in one or a number of investment options. Savings plan expense was $1,594, $1,626, and $1,368 for the years ended September 30, 2009, 2008 and 2007, respectively.

(d) Employee Stock Ownership Plan

In connection with the reorganization and initial common stock offering in 1999, the Company established an ESOP for eligible employees who meet certain age and service requirements. The ESOP borrowed $3,760 from the Bank and used the funds to purchase 1,370,112 shares of common stock in the open market subsequent to the Offering. The Bank made periodic contributions to the ESOP sufficient to satisfy the debt service requirements of the loan which matured December 31, 2007. The ESOP used these contributions, any dividends received by the ESOP on unallocated shares and forfeitures beginning in 2007, to make principal and interest payments on the loan.

In connection with the Second-Step Stock Conversion and Offering in January 2004, the Company established an additional ESOP loan for eligible employees. The ESOP borrowed $9,987 from Provident New York Bancorp and used the funds to purchase 998,650 shares of common stock in the offering. The term of the second ESOP loan is twenty years.

ESOP shares are held by the plan trustee in a suspense account until allocated to participant accounts. Shares released from the suspense account are allocated to participants on the basis of their relative compensation in the year of allocation. Participants become vested in the allocated shares over a period not to exceed five years. Any forfeited shares were allocated to other participants in the same proportion as contributions through 2006 and beginning in 2007 are used by the plan to reduce debt service.  A total of $4, $293 and $250 was reversed against expense for the years ended September 30, 2009, 2008, and 2007 respectively.

ESOP expense was $484 (net of forfeitures), $802 (net of forfeitures), and $2,393 for the years ended September 30, 2009, 2008 and 2007, respectively. Through September 30, 2009 and 2008, a cumulative total of 1,655,146 shares and 1,605,214 shares, respectively, have been allocated to participants or committed to be released for allocation, respectively. The cost of ESOP shares that have not yet been allocated to participants or committed to be released for allocation is deducted from stockholders’ equity (713,622 shares with a cost of $7,136 and a fair value of approximately $6,815 at September 30, 2009 and 763,554 shares with a cost of $7,635 and a fair value of approximately $10,094 at September 30, 2008, respectively).

91

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

A supplemental savings plan has also been established for certain senior officers to compensate executives for benefits provided under the Bank’s tax qualified plans (employee’s savings plan and ESOP) that are limited by the IRS Code. Expense recognized for this plan including the defined benefit component was $212, $234, and $195 for the years ended September 30, 2009, 2008 and 2007, respectively. Amounts accrued and recorded in other liabilities at September 30, 2009 and 2008, including the defined benefit component were $2.8 million and $2.4 million respectively.

(e)    Recognition and Retention Plan

In February 2000, the Company’s stockholders approved the Provident Bank 2000 Recognition and Retention Plan (the RRP). The principal purpose of the RRP is to provide executive officers and directors a proprietary interest in the Company in a manner designed to encourage their continued performance and service. A total of 856,320 shares were awarded under the RRP in February 2000, and the grant-date fair value of these shares of $2,995 was charged to stockholders’ equity. The awards vested at a rate of 20% on each of five annual vesting dates, the first of which was September 30, 2000. As of September 30, 2009, 27,413 shares remain available for future grant from this plan. In January 2005, the Company’s stockholders approved the Provident Bancorp, Inc. 2004 Stock Incentive Plan, under the terms of which the Company is authorized to issue up to 798,920 shares of common stock as restricted stock awards. On March 10, 2005 a total of 762,400 shares were awarded under the RRP, and the grant-date fair value of $12.84 per share $(9,789), was charged to stockholders’ equity. The awards vested 10% on September 30, 2005. The remainder will vest 20% on each of four annual vesting dates beginning on September 30, 2006 and 10% on March 10, 2010. Employees who retire under circumstances in accordance with the terms of the Plan may be entitled to accelerate the vesting of individual awards. Such acceleration would require a charge to earnings for the award shares that would then vest. As of September 30, 2009, 47,800 shares were potentially subject to accelerated vesting. The Company granted an additional 6,000 shares in 2008 at an average grant date fair value of $13.46, vesting 20% each year.

Under the 2004 restricted stock plan, 49,620 shares of authorized but un-issued shares remain available for future grant at September 30, 2009. Forfeited shares are available for re-issuance.  The Company also can fund the restricted stock plan with treasury stock. The fair market value of the shares awarded under the restricted stock plan is being amortized to expense on a straight-line basis over the five year vesting period of the underlying shares. Compensation expense related to the restricted stock plan was $1.7 million, $1.8 million and $2.0 million for the years ended September 30, 2009, 2008 and 2007, respectively. The remaining unearned compensation cost is $1.0 million as of September 30, 2009 and is recorded as a reduction of additional paid in capital. On grant date, shares awarded under the restricted stock plan were transferred from treasury stock at cost with the difference between the fair market value on the grant date and the cost basis of the shares recorded as a reduction to retained earnings or an increase to additional paid-in capital, as applicable. The fair value of the shares awarded, measured as of the grant date continues to be recognized and amortized on a straight-line basis to compensation expense over the vesting period of the awards.

A summary of restricted stock award activity under the plan for the year ended September 30, 2009, is presented below:

	Number of Shares		Weighted Average Grant-Date Fair Value
Nonvested shares at September 30, 2008		205,950	$	12.89
Granted		-		-
Vested		131,200		12.86
Forfeited		-		-
Nonvested shares at September 30, 2009		74,750	$	12.93

The total fair value of restricted stock vested for fiscal year ended September 30, 2009, 2008 and 2007 was $1.3 million, $1.9 million and $2.1 million, respectively.  The intrinsic value of shares vested during 2009 was $(434).

92

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(f)    Stock Option Plan

The Company’s stockholders approved the Provident Bank 2000 Stock Option Plan (the Stock Option Plan) in February 2000. A total of 1,712,640 shares of authorized but unissued common stock was reserved for issuance under the Stock Option Plan, although the Company may also fund option exercises using treasury shares. The Company’s stockholders also approved the Provident Bancorp, Inc. 2004 Stock Incentive Plan, in February 2005. Under terms of the plan, a total of 1,997,300 shares of authorized but un-issued common stock were reserved for issuance under the Stock Option Plan. In March, 2005, 1,718,300 options were granted. Under both plans, options have a ten-year term and may be either non-qualified stock options or incentive stock options. Reload options may be granted under the terms of the 2000 Stock Option Plan and provide for the automatic grant of a new option at the then-current market price in exchange for each previously owned share tendered by an employee in a stock-for-stock exercise. The 2004 Plan options do not contain reload options. However, the 2004 plan allows for the grant of stock appreciation rights.  Each option entitles the holder to purchase one share of common stock at an exercise price equal to the fair market value of the stock on the grant date. Employees who retire under circumstances, in accordance with the terms of the Plan, may be entitled to accelerate the vesting of individual awards. As of September 30, 2009, 7,500 shares were potentially subject to accelerated vesting.   Substantially, all stock options outstanding are expected to vest.  Compensation expense related to stock option plans was $0.8 million, $1.2 million and $1.3 million for the years ended September 30, 2009, 2008 and 2007, respectively.

The following is a summary of activity in the Stock Option Plan:

	Shares subject to option			Weighted Average exercise price
Outstanding at September 30, 2008		2,481,163		$	10.91
Granted		88,861			9.04
Exercised		(270,830	)		3.61
Forfeited		(57,700	)		13.00
Outstanding shares at September 30, 2009		2,241,494		$	11.66

The total intrinsic value of stock options vested (exercisable) for fiscal years ended September 30, 2009, 2008 and 2007 was $4.1 million, $5.6 million and $3.9 million, respectively.  The unrecognized compensation cost associated with stock options was $0.6 million as of September 30, 2009.  The intrinsic value of stock options exercised during 2009 was $1.6 million.

At September 30, 2009 and 2008, respectively, there were 363,154 and 305,454 shares available for future grant. The aggregate intrinsic value of options outstanding as of September 30, 2009 was $4.7 million. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading date of the year ended September 30, 2009 and the exercise price, multiplied by the number of in the money options).   The cash received from option exercises was $354 and $414 for fiscal 2009 and 2008 respectively.  There was no tax benefit recorded in the results of operations to the Company from the exercise of options for either fiscal 2009 or fiscal 2008.

93

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

A summary of stock options at September 30, 2009 follows:

		Outstanding						Exercisable
				Weighted-Average						Weighted-Average
		Number of Stock Options		Exercise Price		Life (in Years)		Number of Stock Options		Exercise Price		Life (in Years)
Range of Exercise Price
$	3.50 to $7.31		261,449	$	4.15		0.4		261,449	$	4.15		0.4
$	8.11 to $11.85		247,618		10.68		2.6		241,618		10.67		2.6
$	12.01 to $15.66		1,732,427		12.93		5.4		1,556,027		12.91		5.4
			2,241,494	$	11.66				2,059,094	$	11.53

The aggregate intrinsic value of options currently exercisable as of September 30, 2009 was $1.4 million.   All non vested shares are expected to vest.

The Company used an option pricing model to estimate the grant date present value of stock options granted. The weighted-average estimated value per option granted was $1.97 in 2009, $2.99 in 2008 and $3.07 in 2007. The fair value of options granted was determined using the following weighted-average assumptions as of the grant date:

	2009			2008			2007
Risk-free interest rate (1)		1.9	%		3.4	%		4.8	%
Expected stock price volatility		61.5	%		28	%		30	%
Dividend yield (2)		3.3	%		1.9	%		1.6	%
Expected term in years		.91			5.5			2.9
(1) represents the yield on a risk free rate of return (either the US Treasury curve or the SWAP curve, in periods with high volatility in US Treasury securities) with a remaining term equal to the expected option term
(2) represents the approximate annualized cash dividend rate paid with respect to a share of common stock at or near the grant date

94

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(12) Comprehensive Income (Loss)

Comprehensive income (loss) represents the sum of net income and items of other comprehensive income or loss that are reported directly in stockholders’ equity, such as the change during the period in the after-tax net unrealized gain or loss on securities available for sale and change in the funded status of defined benefit plans. The Company has reported its comprehensive income in the consolidated statements of changes in stockholders’ equity.

The components of other comprehensive income (loss) are summarized as follows:

	Year ended September, 30,
	2009			2008			2007
Net unrealized holding gain (loss) arising during the year on securities available for sale, net of related income tax expense (benefit) of  $17,834 $(1,769) and $2,521, respectively	$	26,142		$	(1,391	)	$	3,610
Reclassification adjustment for net realized losses/ (gains) included in net income, net of related income tax expense (benefit) of $7,328, $399 and $(3), respectively		(10,748	)		(584	)		5
		15,394			(1,975	)		3,615
*Minimum pension liability adjustment, net of related income tax expense of  $48		-			-			70
Change in funded status of defined benefit plans, net of related income tax benefit of $2,280 and $2,326		(3,336	)		(3,402	)		-
	$	12,058		$	(5,377	)	$	3,685
*Excludes initial 2007 impact of the adoption of FASB ASC Topic # 715 - Compensation-Retirement Benefits

The Company’s accumulated other comprehensive income (loss) included in stockholders’ equity at September 30, 2009 and 2008 consists of the after-tax net unrealized gain / (loss) on available for sale securities of $9,502 and $(5,892) respectively, and the recognition of the funded status of defined benefit plans of $7,025 and $3,689, after tax, at September 30, 2009 and 2008, respectively.

95

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(13) Earnings Per Common Share

The following is a summary of the calculation of earnings per share (EPS):

	Years ended September 30,
	2009		2008		2007
Net income	$	25,861	$	23,778	$	19,627
	(in thousands)
Weighted average common shares outstanding for computation of basic EPS(1)		38,538		38,907		40,783
Common-equivalent shares due to the dilutive effect of stock options and RRP awards(2)		168		320		484
Weighted average common shares for computation of diluted EPS		38,706		39,227		41,267
Earnings per common share:
Basic	$	0.67	$	0.61	$	0.48
Diluted	$	0.67	$	0.61	$	0.48

(1) Excludes unallocated ESOP shares and non vested RRP shares.

(2) Represents incremental shares computed using the treasury stock method.

As of September 30, 2009 and 2008 there were 1,934,637 and 1,155,653 stock options, respectively, that were considered anti-dilutive for these periods and were not included in common-equivalent shares.

(14) Stockholders’ Equity

(a)   Regulatory Capital Requirements

OTS regulations require banks to maintain a minimum ratio of tangible capital to total adjusted assets of 1.5%, a minimum ratio of Tier 1 (core) capital to total adjusted assets of 4.0%, and a minimum ratio of total (core and supplementary) capital to risk-weighted assets of 8.0%.

Under its prompt corrective action regulations, the OTS is required to take certain supervisory actions (and may take additional discretionary actions) with respect to an undercapitalized institution. Such actions could have a direct material effect on the institution’s financial statements.

The regulations establish a framework for the classification of banks into five categories: well capitalized; adequately capitalized; undercapitalized; significantly undercapitalized; and critically undercapitalized. Generally, an institution is considered well-capitalized if it has a Tier 1 (core) capital ratio of at least 5.0%, a Tier 1 risk-based capital ratio of at least 6.0%, and a total risk-based capital ratio of at least 10.0%.

The foregoing capital ratios are based, in part, on specific quantitative measures of assets, liabilities and certain off-balance-sheet items, as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the OTS about capital components, risk weightings and other factors. These capital requirements apply only to the Bank, and do not consider additional capital retained by Provident New York Bancorp.

Management believes that, as of September 30, 2009 and 2008 the Bank met all capital adequacy requirements to which it was subject. Further, the most recent OTS notification categorized the Bank as a well-capitalized institution under the prompt corrective action regulations. There have been no conditions or events since that notification that management believes have changed the Bank’s capital classification.

96

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following is a summary of the Bank’s actual regulatory capital amounts and ratios at September 30, 2009 and 2008, compared to the OTS requirements for minimum capital adequacy and for classification as a well-capitalized institution. PMB is also subject to certain regulatory capital requirements, which it satisfied as of September 30, 2009 and 2008.

						OTS requirements
	Bank actual					Minimum capital adequacy					Classification as well capitalized
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2009:
Tangible capital	$	246,339		8.6	%	$	42,784		1.5	%	$	—		—
Tier 1 (core) capital		246,339		8.6			114,090		4.0			142,613		5.0	%
Risk-based capital:
Tier 1		246,339		12.6			—		—			117,447		6.0
Total		270,807		13.8			156,596		8.0			195,746		10.0
September 30, 2008:
Tangible capital	$	226,053		8.0	%	$	42,357		1.5	%	$	—		—
Tier 1 (core) capital		226,053		8.0			112,952		4.0			141,191		5.0	%
Risk-based capital:
Tier 1		226,053		11.6			—		—			116,709		6.0
Total		249,154		12.8			155,612		8.0			194,515		10.0

Tangible and Tier 1 capital amounts represent the stockholder’s equity of the Bank, less intangible assets and after-tax net unrealized gains (losses) on securities available for sale and any other disallowed assets, such as deferred income taxes.  Total capital represents Tier 1 capital plus the allowance for loan losses up to a maximum amount equal to 1.25% of risk-weighted assets.

The following is a reconciliation of the Bank’s total stockholder’s equity under accounting principles generally accepted in the United States of America (“GAAP”) and its regulatory capital:

	September 30,
	2009			2008
Total GAAP stockholder's equity  (Provident Bank)	$	408,555		$	378,554
Goodwill and certain intangible assets		(159,600	)		(162,200	)
Unrealized (gains) losses on securities available for sale included in other accumulated comprehensive loss		(9,641	)		5,824
Other Comprehensive Loss		7,025			3,875
Tangible, tier 1 core and
Tier 1 risk-based capital		246,339			226,053
Allowance for loan losses		24,468			23,101
Total risk-based capital	$	270,807		$	249,154

(b)   Dividend Payments

Under OTS regulations, savings associations such as the Bank generally may declare annual cash dividends up to an amount equal to the sum of net income for the current calendar year and net income retained for the two preceding calendar years. Dividend payments in excess of this amount require OTS approval. After September 30, 2009 the amount that can be paid to Provident New York Bancorp by Provident Bank is $14.8 million plus earnings for the remainder of calendar year 2009, of which $9.4 million was paid during October 2009. The Bank paid $10.5 million in dividends to Provident New York Bancorp during the year ended September 30, 2009 ($19 million during the year ended September 30, 2008 and $25 million during the year ended September 30, 2007).

97

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Unlike the Bank, Provident New York Bancorp is not subject to OTS regulatory limitations on the payment of dividends to its stockholders.

(c)   Stock Repurchase Programs

The Company announced its fourth stock repurchase program on August 24, 2007, authorizing the repurchase of 2,000,000 shares, of which 750,090 remain to be purchased at September 30, 2009.

The total number of shares repurchased under repurchase programs during the fiscal year ended September 30, 2009, 2008 and 2007, was 415,811, 1,570,757, and 1,540,471 respectively at a total cost of $3.5 million, $19.8 million, and $20.9 million, respectively.

(d)   Liquidation Rights

Upon completion of the second-step conversion in January 2004, the Bank established a special “liquidation account” in accordance with OTS regulations. The account was established for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders (as defined in the plan of conversion) in an amount equal to the greater of (i) the Mutual Holding Company’s ownership interest in the retained earnings of Provident Federal as of the date of its latest balance sheet contained in the prospectus, or (ii) the retained earnings of the Bank at the time that the Bank reorganized into the Mutual Holding Company in 1999. Each Eligible Account Holder and Supplemental Eligible Account Holder that continues to maintain his or her deposit account at the Bank would be entitled, in the event of a complete liquidation of the Bank, to a pro rata interest in the liquidation account prior to any payment to the stockholders of the Holding Company. The liquidation account is reduced annually on December 31 to the extent that Eligible Account Holders and Supplemental Eligible Account Holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases in deposits do not restore such account holder’s interest in the liquidation account. The Bank may not pay cash dividends or make other capital distributions if the effect thereof would be to reduce its stockholder’s equity below the amount of the liquidation account.

(15) Off-Balance-Sheet Financial Instruments

In the normal course of business, the Company is a party to off-balance-sheet financial instruments that involve, to varying degrees, elements of credit risk and interest rate risk in addition to the amounts recognized in the consolidated financial statements. The contractual or notional amounts of these instruments, which reflect the extent of the Company’s involvement in particular classes of off-balance-sheet financial instruments, are summarized as follows:

	September 30,
	2009		2008
Lending-related instruments:
Loan origination commitments	$	133,547	$	121,404
Unused lines of credit		302,455		341,069
Letters of credit		24,569		27,908

As of September 30, 2009 and September 30, 2008, 94% and 96%, respectively of lending related off balance sheet instruments were at variable rates.

98

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The contractual amounts of loan origination commitments, unused lines of credit and letters of credit represent the Company’s maximum potential exposure to credit loss, assuming (i) the instruments are fully funded at a later date, (ii) the borrowers do not meet the contractual payment obligations, and (iii) any collateral or other security proves to be worthless. The contractual amounts of these instruments do not necessarily represent future cash requirements since certain of these instruments may expire without being funded and others may not be fully drawn upon. Substantially all of these lending-related instruments have been entered into with customers located in the Company’s primary market area described in Note 5 (“Loans”).

Loan origination commitments are legally-binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments have fixed expiration dates (generally ranging up to 60 days) or other termination clauses, and may require payment of a fee by the customer. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral, if any, obtained by the Company upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral varies but may include mortgages on residential and commercial real estate, deposit accounts with the Company, and other property. The Company’s loan origination commitments at September 30, 2009 provide for interest rates ranging principally from 2.21% to 9.75%.

Unused lines of credit are legally-binding agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates or other termination clauses. The amount of collateral obtained, if deemed necessary by the Company, is based on management’s credit evaluation of the borrower.

Letters of credit are commitments issued by the Company on behalf of its customer in favor of a beneficiary that specify an amount the Company can be called upon to pay upon the beneficiary’s compliance with the terms of the letter of credit. These commitments are nearly all standby letters of credit and are primarily issued in favor of local municipalities to support the obligor’s completion of real estate development projects. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

As of September 30, 2009, the Company had $24,569 in outstanding letters of credit, of which $10,730 were secured by cash collateral.

(16) Commitments and Contingencies

Certain premises and equipment are leased under operating leases with terms expiring through 2033. The Company has the option to renew certain of these leases for additional terms.  Future minimum rental payments due under non-cancelable operating leases with initial or remaining terms of more than one year at September 30, 2009 were as follows (for fiscal years ending September 30th):

2010	$	2,369
2011		2,330
2012		2,266
2013		2,131
2014		2,010
2015 and thereafter		19,076
	$	30,182

Occupancy and office operations expense includes net rent expense of $2,726, $2,398 and $1,992, for the years ended September 30, 2009, 2008 and 2007, respectively.

The Company is a defendant in certain claims and legal actions arising in the ordinary course of business. Management, after consultation with legal counsel, does not anticipate losses on any of these claims or actions that would have a material adverse effect on the consolidated financial statements.

99

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(17) Fair value measurements

Effective October 1, 2008, the Company adopted provisions of FASB Codification Topic 820: Fair Value Measurements and Disclosure.  This topic establishes a hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.   The fair values hierarchy is as follows:

LEVEL 1 – Valuation is based on quoted prices in active markets for identical assets and liabilities.

LEVEL 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.

LEVEL 3 – Valuation is derived from model-based techniques in which at least one significant input is unobservable and based on the Company’s own estimates about the assumptions that the market participants would use to value the asset or liability.

When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation.

The following is a description of the valuation methodologies used for the Company’s assets and liabilities that are measured on a recurring basis at estimated fair value.

Investment securities available for sale

The majority of the Company’s available for sale investment securities have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.   Certain investments are actively traded and therefore have been classified as Level 1 valuations (U.S. Treasuries and certain government sponsored agencies).

The Company utilizes an outside vendor to obtain valuations for its traded securities as well as information received from a third party investment advisor.  The majority of the Company’s available for sale investment securities (mortgage backed securities issued by US government corporations and government sponsored entities) have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable (Level 2).  The Company utilizes prices from a leading provider of market data information and compares them to dealer indicative bids from the Company’s external investment advisor.  For securities where there is limited trading activity (private label CMO’s) and less observable valuation inputs, the Company has classified such valuations as Level 3.

As of June 30, 2009, the Company adopted the provisions of FASB ASC Topic 820 “Fair Value Measurements and Disclosure.  As a result of adoption, the Company reviewed the volume and level of activity for its available for sale securities to identify transactions which may not be orderly or reflective of significant activity and volume.  The Company determined that there has been a decline in the volume and level of activity in the market for its private label mortgage backed securities, and as such determined that such transactions were deemed to be not orderly.  These five securities, with an amortized cost of $11,150 at September 30, 2009, were transferred by the Company from Level 2 to Level 3 valuations at a fair value of $9,534, in order to determine fair value.  In determining the fair value of these securities the Company utilized unobservable inputs which reflect assumptions regarding the inputs that market participants would use in pricing these securities in an orderly market.  Present value estimated cash flow models were used discounted at a rate that was reflective of similarly structured securities in an orderly market. The resultant prices were averaged with prices obtained from two independent third parties to arrive at the fair value as of September 30, 2009.

100

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The changes in Level 3 assets measured at fair value on a recurring basis are summarized as follows:

	Privately issued MBS
Net transfers into Level 3 at April 1, 2009	$	9,534
Pay downs		(1,696	)
(Amortization) and accretion		9
Total gains in other comprehensive income		2,564
Balance at September 30, 2009	$	10,411

The transfers into Level 3 from Level 2 represent securities for which significant inputs to the valuation became unobservable as well as there being limited trading activity.

Commitments to sell real estate loans:

The Company enters into various commitments to sell real estate loans within the secondary market. Such commitments are considered to be derivative financial instruments and, therefore are carried at estimated fair value on the consolidated balance sheets.  The estimated fair values of these commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell to certain government sponsored agencies.  The fair values of these commitments generally result in a Level 2 classification.  The fair values of these commitments are not considered material.

A summary of assets and liabilities at September 30, 2009 measured at estimated fair value on a recurring basis were as follows:

	Fair Value Measurements at June 30, 2009		Level 1		Level 2		Level 3
Investment securities available for sale:
U.S. Treasury and federal agencies	$	207,776	$	207,776	$	-	$	-
Obligations of states and political subdivisions		167,584		-		167,584		-
Government issued or guaranteed mortgage-backed securities		420,104		-		420,104		-
Privately issued mortgage-backed securities		10,411		-		-		10,411
Corporate debt securities		25,823		-		25,823		-
Equities		885		-		885		-
Total Assets	$	832,583	$	207,776	$	614,396	$	10,411

The following categories of financial assets, are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances:

Loans and Loans Held for Sale

These assets are not generally recorded at fair value on a recurring basis.  Loans held for sale are subject to a fair value adjustment only when the fair value of the loans is less than their cost basis. There was no adjustment necessary to this category as of September 30, 2009.  The Company may record nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of these loans.  Nonrecurring adjustments also include certain impairment amounts for collateral dependant loans calculated in accordance FASC ASC Topic # 310 – Receivables, when establishing the allowance for credit losses.  Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan.  Real estate collateral is valued using independent appraisals or other indications of value based upon recent comparable sales of similar properties.  Any fair value adjustments for loans categorized here are classified as Level 2.  Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the market place and therefore such valuations have been classified as Level 3.  Loans subject to nonrecurring fair value measurements were $19,752 which equals the carrying value less the allowance for loan losses allocated to these loans at September 30, 2009, of which all have been classified as Level 2.  Changes in fair value recognized on partial charge-offs on loans held by the Company for the fiscal year ended September 30, 2009 were $2,913.

101

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

Mortgage servicing rights

The Company utilizes the amortization method to subsequently measure the carrying value of its servicing asset.  In accordance FASB ASC Topic #860-Transfers and Servicing, the Company must record impairment charges on a nonrecurring basis, when the carrying value exceeds the estimated fair value.  To estimate the fair value of servicing rights the Company utilizes a third party vendor, which considers the market prices for similar assets and the present value of expected future cash flows associated with the servicing rights.  Assumptions utilized include estimates of the cost of servicing, loan default rates, an appropriate discount rate and prepayment speeds.  The determination of fair value of servicing rights is considered a Level 3 valuation.  At September 30, 2009, $840 of mortgage servicing rights had a carrying value equal to their fair value.  Changes in fair value of mortgage servicing rights recognized for the fiscal year ended September 30, 2009 was an increase of $185.  A valuation allowance of $115 is recorded at September 30, 2009 reflecting the lower of amortized cost or fair market value.

Assets taken in foreclosure of defaulted loans

Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan losses based upon the fair value of the foreclosed asset.  The fair value is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the market place, and the related nonrecurring fair value measurements adjustments have generally been classified as Level 2.  Assets taken in foreclosure of defaulted loans subject to nonrecurring fair value measurement were $1,712 at September 30, 2009. Changes in fair value recognized for those foreclosed assets held by the Company at September 30, 2009 were $186 for fiscal 2009.

(18)  Fair Values of Financial Instruments

FASB Codification Topic 825: Financial Instruments, requires disclosure of fair value information for those financial instruments for which it is practicable to estimate fair value, whether or not such financial instruments are recognized in the consolidated statements of financial condition for interim and annual periods. Fair value is the amount at which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

Quoted market prices are used to estimate fair values when those prices are available, although active markets do not exist for many types of financial instruments. Fair values for these instruments must be estimated by management using techniques such as discounted cash flow analysis and comparison to similar instruments. These estimates are highly subjective and require judgments regarding significant matters, such as the amount and timing of future cash flows and the selection of discount rates that appropriately reflect market and credit risks. Changes in these judgments often have a material effect on the fair value estimates. Since these estimates are made as of a specific point in time, they are susceptible to material near-term changes. Fair values disclosed in accordance with FASB Topic 825 do not reflect any premium or discount that could result from the sale of a large volume of a particular financial instrument, nor do they reflect possible tax ramifications or estimated transaction costs.

102

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

The following is a summary of the carrying amounts and estimated fair values of financial assets and liabilities (none of which were held for trading purposes):

	September 30,						September 30,
	2009						2008
	Carrying			Estimated			Carrying			Estimated
	amount			fair value			amount			fair value
Financial assets:
Cash and due from banks	$	160,408		$	160,408		$	125,810		$	125,810
Securities available for sale		832,583			832,583			791,688			791,688
Securities held to maturity		44,614			45,739			43,013			42,899
Loans		1,673,207			1,674,490			1,708,452			1,721,499
Loans held for sale		1,213			1,242			189			189
Accrued interest receivable		10,472			10,472			10,881			10,881
FHLB of New York stock		23,177			23,177			28,675			28,675
Financial liabilities:
Non-maturity deposits		(1,587,321	)		(1,587,321	)		(1,463,285	)		(1,463,285	)
Certificates of Deposit		(494,961	)		(498,105	)		(525,912	)		(525,595	)
FHLB and other borrowings		(482,122	)		(524,187	)		(566,008	)		(550,213	)
Mortgage escrow funds		(8,405	)		(8,405	)		(7,272	)		(7,155	)
Accrued interest payable		(3,246	)		(3,246	)		(4,240	)		(4,240	)

The following paragraphs summarize the principal methods and assumptions used by management to estimate the fair value of the Company’s financial instruments.

(a) Securities

The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, live trading levels, market consensus prepayment speeds, credit information and the bond’s terms and conditions among other items.  For certain securities, for which the inputs used by independent pricing services were derived from unobservable market information, the Company evaluated the appropriateness of each price.  In accordance with adoption of FASB Codification Topic 820, the Company reviewed the volume and level of activity for its different classes of securities to determine whether transactions were not considered orderly.  For these securities, the quoted prices received from independent pricing services may be adjusted, as necessary, to estimate fair value in accordance with FASB Codification Topic 820.  If applicable, adjustments to fair value were based on averaging present value cash flow model projections with prices obtained from independent pricing services.

(b) Loans

Fair values were estimated for portfolios of loans with similar financial characteristics. For valuation purposes, the total loan portfolio was segregated into adjustable-rate and fixed-rate categories. Fixed-rate loans were further segmented by type, such as residential mortgage, commercial mortgage, commercial business and consumer loans. Loans were also segmented by maturity dates.  Fair values were estimated by discounting scheduled future cash flows through estimated maturity using a discount rate equivalent to the current market rate on loans that are similar with regard to collateral, maturity and the type of borrower. The discounted value of the cash flows was reduced by a credit risk adjustment based on loan categories. Based on the current composition of the Company’s loan portfolio, as well as past experience and current economic conditions and trends, the future cash flows were adjusted by prepayment assumptions that shortened the estimated remaining time to maturity and therefore affected the fair value estimates.

103

PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(c) FHLB of New York Stock

The redeemable carrying amount of these securities with limited marketability approximates their fair value.

(d) Deposits and Mortgage Escrow Funds

In accordance with FASB Codification Topic 825, deposits with no stated maturity (such as savings, demand and money market deposits) were assigned fair values equal to the carrying amounts payable on demand. Certificates of deposit and mortgage escrow funds were segregated by account type and original term, and fair values were estimated by discounting the contractual cash flows. The discount rate for each account grouping was equivalent to the current market rates for deposits of similar type and maturity.

These fair values do not include the value of core deposit relationships that comprise a significant portion of the Company’s deposit base. Management believes that the Company’s core deposit relationships provide a relatively stable, low-cost funding source that has a substantial value separate from the deposit balances.

(e) Borrowings

Fair values of FHLB and other borrowings were estimated by discounting the contractual cash flows. A discount rate was utilized for each outstanding borrowing equivalent to the then-current rate offered on borrowings of similar type and maturity.

(f) Other Financial Instruments

The other financial assets and liabilities listed in the preceding table have estimated fair values that approximate the respective carrying amounts because the instruments are payable on demand or have short-term maturities and present relatively low credit risk and interest rate risk.

The fair values of the Company’s off-balance-sheet financial instruments described in Note 15 (“Off Balance Sheet Financial Instruments”) were estimated based on current market terms (including interest rates and fees), considering the remaining terms of the agreements and the credit worthiness of the counterparties. At September 30, 2009 and September 30, 2008, the estimated fair values of these instruments approximated the related carrying amounts, which were insignificant.

(19) Recently Issued Accounting Standards Not Yet Adopted

FASB Codification Topic 860: Transfers and Servicing includes amendments to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  The amendments to U.S. GAAP guidance on transfer and servicing of financial assets eliminate the concept of a “qualifying special purpose entity”, change the requirements for derecognizing financial assets and requires additional disclosures about all continuing involvements with transferred financial information about gains and losses (resulting from transfers) during the period.  These amendments will be effective January 1, 2010 and are not expected to have a material effect on the Company’s financial statements.

Amendments to FASB Codification Topic 810: Consolidation changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design as well as its ability to direct the activities of the entity that most significantly impact the entity’s economic performance.  The amendments to U.S. GAAP require additional disclosures about the reporting entity’s involvement with variable-interest entities, as well as any significant changes in risk exposure due to that involvement and its effect on the entity’s financial statements.  These amendments will be effective January 1, 2010 and are not expected to have a material impact on the Company’s financial statements.

Please see Note 1 for a discussion of adoption of new accounting standards.

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(20) Condensed Parent Company Financial Statements

Set forth below are the condensed statements of financial condition of Provident New York Bancorp and the related condensed statements of income and cash flows:

Condensed Statements of Financial Condition	September 30,
	2009		2008
Assets:
Cash	$	2,466	$	3,252
Loan receivable from ESOP		8,170		8,562
Securities available for sale at fair value		790		926
Investment in Provident Bank		409,588		379,480
Non-bank subsidiaries		7,218		7,341
Other assets		690		769
Total assets	$	428,922	$	400,330
Liabilities	$	1,466	$	1,172
Stockholders’ equity		427,456		399,158
Total liabilities & stockholders' equity	$	428,922	$	400,330

	Year ended September 30,
	2009			2008			2007
Condensed Statements of Income
Interest income	$	358		$	473		$	687
Dividend income on equity securities		28			27			-
Dividends from Provident Bank		10,500			19,000			25,000
Dividends from non-bank subsidiaries		607			650			650
Non-interest expense		(3,372	)		(3,807	)		(3,993	)
Income tax benefit		797			962			1,025
Income before equity in undistributed earnings of subsidiaries		8,918			17,305			23,369
Equity in undistributed (excess distributed) earnings of:
Provident Bank		17,076			6,644			(3,757	)
Non-bank subsidiaries		(133	)		(171	)		15
Net income	$	25,861		$	23,778		$	19,627

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

	Year ended September 30,
	2009			2008			2007
Condensed Statements of Cash Flows
Cash flows from operating activities:
Net income	$	25,861		$	23,778		$	19,627
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in (undistributed) excess distributed earnings of Provident Bank		(17,076	)		(6,644	)		3,757
Non-bank subsidiaries		133			171			(15	)
Other adjustments, net		(475	)		760			(3,027	)
Net cash provided by operating activites		8,443			18,065			20,342
Cash flows from investing activities:
Purchase of equity securities, available for sale		—			(1,041	)		—
ESOP loan principal repayments		392			754			739
Net cash provided by (used in) investing activities		392			(287	)		739
Cash flows from financing activities:
Capital contribution to subsidiaries		—			—			(750	)
Treasury shares purchased		(3,459	)		(20,230	)		(21,503	)
Cash dividends paid		(9,379	)		(9,525	)		(8,278	)
Stock option transactions including RRP		2,729			4,001			2,986
Other equity transactions		488			1,382			3,233
Net cash used in financing activities		(9,621	)		(24,372	)		(24,312	)
Net decrease  in cash		(786	)		(6,594	)		(3,231	)
Cash at beginning of year		3,252			9,846			13,077
Cash at end of year	$	2,466		$	3,252		$	9,846

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PROVIDENT NEW YORK BANCORP AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

(21) Quarterly Results of Operations (Unaudited)

The following is a condensed summary of quarterly results of operations for the years ended September 30, 2009 and 2008:

	First		Second		Third		Fourth
	quarter		quarter		quarter		quarter
Year ended September 30, 2009
Interest and dividend income	$	35,871	$	33,586	$	31,651	$	30,482
Interest expense		10,825		9,951		8,925		8,019
Net interest income		25,046		23,635		22,726		22,463
Provision for loan losses		2,500		7,100		3,500		4,500
Non-interest income		5,771		11,123		15,255		7,804
Non-interest expense		19,235		20,076		21,517		19,359
Income before income tax expense		9,082		7,582		12,964		6,408
Income tax expense		2,791		2,038		4,014		1,332
Net income	$	6,291	$	5,544	$	8,950	$	5,076
Earnings per common share:
Basic	$	0.16	$	0.14	$	0.23	$	0.13
Diluted	$	0.16	$	0.14	$	0.23	$	0.13
Year ended September 30, 2008
Interest and dividend income	$	38,845	$	37,365	$	36,066	$	36,706
Interest expense		16,471		14,124		11,878		11,169
Net interest income		22,374		23,241		24,188		25,537
Provision for loan losses		700		3,000		1,400		2,100
Non-interest income		4,959		5,753		5,024		5,306
Non-interest expense		18,122		18,924		18,955		19,499
Income before income tax expense		8,511		7,070		8,857		9,244
Income tax expense		2,617		1,987		2,551		2,749
Net income	$	5,894	$	5,083	$	6,306	$	6,495
Earnings per common share:
Basic	$	0.15	$	0.13	$	0.16	$	0.17
Diluted	$	0.15	$	0.13	$	0.16	$	0.17

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ITEM 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

ITEM 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of September 30, 2009, under the supervision and with the participation of Provident New York Bancorp’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on the evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level in timely alerting them to material information required to be included in Provident New York Bancorp’s periodic SEC reports.  There were no changes in the Company’s internal controls over financial reporting during the fourth fiscal quarter of 2009 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting (see “Report of Management on Internal Control Over Financial Reporting”)

Provident New York Bancorp’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).  Under the supervision and with the participation of the management of Provident New York Bancorp’s, including Provident New York Bancorp’s CEO and CFO, Provident New York Bancorp conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2009 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which is also referred to as COSO.  Based on that evaluation, management of Provident New York Bancorp concluded that the Company’s internal control over financial reporting was effective as of September 30, 2009.  Management’s assessment of the effectiveness of internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2009 has been audited by Crowe Horwath LLP, as stated in their report which is included elsewhere herein.

ITEM 9B.  Other Information

Not applicable.

PART III

ITEM 10.  Directors, Executive Officers, and Corporate Governance

The “Proposal I — Election of Directors” section of Provident New York Bancorp’s Proxy Statement for the Annual Meeting of Stockholders to be held in February 2010 (the “Proxy Statement”) is incorporated herein by reference.

ITEM 11.  Executive Compensation

The “Proposal I — Election of Directors” section of the Proxy Statement is incorporated herein by reference.

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ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Provident New York Bancorp does not have any equity compensation programs that were not approved by stockholders, other than its employee stock ownership plan.

Set forth below is certain information as of September 30, 2009, regarding equity compensation that has been approved by stockholders.

Equity compensation plans approved by stockholders	Number of securities to be issued upon exercise of outstanding options and rights		Weighted average Exercise price		Number of securities remaining available for issuance under plan
Stock Option Plans		2,241,494	$	11.66		363,154
Recognition and Retention Plan (1)		74,750		N/A		77,033
Total  (2)		2,316,244	$	11.66		440,187

(1) Represents shares that have been granted but have not yet vested.

(2) Weighted average exercise price represents Stock Option Plan only, since RRP shares have no exercise price.

The “Proposal I — Election of Directors” section of the Proxy Statement is incorporated herein by reference.

ITEM 13. Certain Relationships and Related Transactions and Director Independence

The “Transactions with Certain Related Persons” section of the Proxy Statement is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

The “Independent Registered Public Accounting Firm” section of the proxy statement is incorporated herein by reference.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(1) Financial Statements

The financial statements filed in Item 8 of this Form 10-K are as follows:

(A) Report of Independent Registered Public Accounting Firm on Financial Statements

(B) Consolidated Statements of Financial Condition as of September 30, 2009 and 2008

(C) Consolidated Statements of Income for the years ended September 30, 2009, 2008 and 2007

(D) Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2009, 2008 and 2007

(E) Consolidated Statements of Cash Flows for the years ended September 30, 2009, 2008 and 2007

(F) Notes to Consolidated Financial Statements

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(2) Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.

(3) Exhibits

3.1	Certificate of Incorporation of Provident New York Bancorp1
3.2	Bylaws of Provident New York Bancorp, as amended2
10.2	Employment Agreement with George Strayton3*
10.3	Employment Agreementwith Daniel Rothstein3*
10.4	Deferred Compensation Agreement, as amended and restated4*
10.5	Provident Amended and Restated 1995 Supplemental Executive Retirement Plan5*
10.5.1	Provident 2005 Supplemental Executive Retirement Plan6*
10.6	Executive Officer Incentive Program7*
10.7	1996 Long-Term Incentive Plan for Officers and Directors, as amended8*
10.8	Provident Bank 2000 Stock Option Plan9*
10.9	Provident Bank 2000 Recognition and Retention Plan10*
10.10	Employment Agreement with Paul A. Maisch3*
10.11	Provident Bancorp, Inc. 2004 Stock Incentive Plan11*
10.12	Provident Bank Executive Officer Incentive Plan12*
10.13	Employment Agreement with Stephen Dormer3*
10.14	Employment Agreement with Richard Jones13*
21	Subsidiaries of Registrant3
23.1	Consent of Crowe Horwath LLP3
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 20023
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 20023
32	Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 20023

1 Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-108795), originally filed with the Commission on September 15, 2003.

2 Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on May 8, 2009.

3 Incorporated by reference to Exhibit 10.2 of the 2008 10-K (File No, 0-25233), files with the Commission on December 15, 2008.

4 Incorporated by reference to Exhibit 10.3 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.

5 Incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No 333-63593) filed with the Commission on September 17, 1998.

6 Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008

7 Incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008

8 Incorporated by reference to Exhibit 10.6 of the 2007 10-K (File No. 0-25233), filed with the Commission on December 13, 2007.

9 Incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No. 333-63593), filed with the Commission on September 17, 1998.

10 Incorporated by reference to Appendix A of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.

11 Incorporated by reference to Appendix B of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.

110

12 Incorporated by reference to Exhibit 10.10 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.

13 Incorporated by reference to Appendix A to the Proxy Statement for the 2005 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 19, 2005.

14 Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K (File No. 0-25233), filed with the Commission on December 5, 2005.

15 Incorporated by reference to Exhibit 10.13 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.

16 Incorporated by reference to Exhibit 10.14 of the 2006 10-K (File No. 0-25233), filed with the Commission on February 6, 2009.

* Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Provident New York Bancorp has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Provident New York Bancorp

Date:	December 10, 2009	By:	/s/ George Strayton
			George Strayton
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/s/ George Strayton	By:	/s/ Paul A. Maisch
	George Strayton		Paul A. Maisch
	President, Chief Executive Officer and		Executive Vice President
	Director		Chief Financial Officer
	Principal Executive Officer		Principal Accounting Officer
Date:	December 10, 2009		Principal Financial Officer
		Date:	December 10, 2009

By:	/s/ William F. Helmer	By:	/s/ Dennis L. Coyle
	William F. Helmer		Dennis L. Coyle
	Chairman of the Board		Vice Chairman
Date:	December 10, 2009	Date:	December 10, 2009

By:	/s/ Judith Hershaft	By:	/s/ Thomas F. Jauntig, Jr.	By:	/s/ Thomas G. Kahn
	Judith Hershaft		Thomas F. Jauntig, Jr.		Thomas G. Kahn
	Director		Director		Director
Date:	December 10, 2009	Date:	December 10, 2009	Date:	December 10, 2009
By:	/s/ R. Michael Kennedy	By:	/s/ Victoria Kossover	By:	/s/ Donald T. McNelis
	R. Michael Kennedy		Victoria Kossover		Donald T. McNelis
	Director		Director		Director
Date:	December 10, 2009	Date:	December 10, 2009	Date:	December 10, 2009
By:	/s/ Richard A. Nozell	By:	/s/ Carl Rosenstock	By:	/s/ William Sichol Jr.
	Richard A. Nozell		Carl Rosenstock		William Sichol Jr.
	Director		Director		Director
	December 10, 2009		December 10, 2009		December 10, 2009
By:	/s/ Burt Steinberg
	Burt Steinberg
	Director
Date	December 10, 2009

112