10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM 10-K/A

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

For the Fiscal Year Ended September 30, 2007

OR

¨ 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	Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share	The NASDAQ Stock Market, LLC

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  ¨    NO  x

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

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  x    NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of 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.    ¨

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  ¨    Accelerated Filer  x    Non-Accelerated Filer  ¨

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

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, 2007 was $511,864,123.

As of December 7, 2007 there were outstanding 40,461,198 shares of the Registrant’s common stock.]

DOCUMENT INCORPORATED BY REFERENCE

None.

PROVIDENT NEW YORK BANCORP

FORM 10-K/A

for the Fiscal Year Ended September 30, 2007

TABLE OF CONTENTS

EXPLANATORY NOTE		1
Part III		2
Item 10.	Directors and Executive Officers of the Registrant	2
Item 11.	Executive Compensation	4
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13.	Certain Relationships and Related Transactions	32
Item 14.	Principal Accounting Fees and Services	33
Part IV		34
Item 15.	Exhibits, Financial Statement Schedules	34
Signature		35
EXHIBIT INDEX		36
3.2	Bylaws	37
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	46
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	47
32	Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002	48

EXPLANATORY NOTE

Provident New York Bancorp (“Provident” or the “Company”) is filing this Amendment No. 2 (“the Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the Securities and Exchange Commission on December 13, 2007. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K. Further, this Form 10-K/A does not modify or update the disclosures in the original Form 10-K in any way other than as required to reflect the amendments set forth below.

The complete text of Items 10, 11, 12, 13, and 14 of Part III is set forth herein, including those portions of the text that have not been amended from the Company’s proxy statement dated January 15 , 2008. Item 15 of Part IV is amended to include a copy of the Company’s bylaws.

The principal changes are highlighted as follows:

Part III

Item 11. Executive Compensation

• Information in the “Non-Qualified Deferred Compensation” table and the narrative discussion of the directors’ deferred compensation plan has been revised.

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

• The footnotes to the table have been revised.

Part IV

Item 15. Exhibits and Financial Statement Schedules

• Amended and restated bylaws are attached as Exhibit 3.2.

• Updated certifications from the Chief Executive Officer and Chief Financial Officer are attached as Exhibits 31.1, 31.2 and 32.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table and accompanying information sets forth the names of, and certain information with respect to, each of the directors and executive officers of the Company.

Name	Age	Position with the Company
Dennis L. Coyle	71	Vice Chairman
Stephen G. Dormer	57	Executive Vice President, Strategic Planning and Commercial Lending Officer
William F. Helmer	73	Chairman of the Board
Judith Hershaft	67	Director
Thomas F. Jauntig, Jr.	63	Director
Richard O. Jones	58	Executive Vice President, Business Services
Thomas G. Kahn	65	Director
R. Michael Kennedy	56	Director
Victoria Kossover	52	Director
Paul A. Maisch	52	Executive Vice President, Chief Financial Officer
Donald T. McNelis	75	Director
Richard A. Nozell	74	Director
Carl J. Rosenstock	54	Director
Daniel G. Rothstein	60	Executive Vice President, Chief Risk Officer, General Counsel and Corporate Secretary
William R. Sichol, Jr.	67	Director
Burt Steinberg	62	Director
George Strayton	64	President, Chief Executive Officer and Director

Dennis L. Coyle has served as Vice Chairman of the Board of Directors of Provident Bank since 1994 and Vice Chairman of the Board of Directors of Provident New York Bancorp since its formation in 1999. Mr. Coyle is the owner and President of Denlo Realty Corp., the owner of Dennis L. Coyle Rental Properties, and is formerly the co-owner of the Coyle Insurance Agency, Inc.

Stephen G. Dormer was named Senior Vice President of Provident Bank in 1994 and served as Provident Bank’s Director of Business Development from 1996 until August 2003, when he was appointed Senior Vice President, Strategic Planning and Commercial Lending. Effective January 2005, Mr. Dormer was appointed Executive Vice President, Strategic Planning and Commercial Lending.

William F. Helmer has served as the Chairman of the Board of Directors of Provident Bank since 1994 and Chairman of the Board of Directors of Provident New York Bancorp since its formation in 1999. He has been a director of the Company since 1974. Mr. Helmer is the President of Helmer-Cronin Construction, Inc.

Judith Hershaft has served as a director since 2000. She is the President and Chief Executive Officer of Innovative Plastics Corp., a manufacturer of custom plastic products in Orangeburg, New York. Ms. Hershaft is also the Chairman of Innovative Plastics South Corp. in Tennessee and Innovative Plastics West Corp. in Arizona.

Thomas F. Jauntig, Jr. has served as a director since 2000. He is a retired partner in Korn, Rosenbaum, Phillips & Jauntig LLP, certified public accountants.

Richard O. Jones was appointed Executive Vice President, Business Services in December 2004. Mr. Jones has 30 years of retail banking, operations and sales management experience, starting with Manufacturers Hanover, followed by Chemical Bank and JP Morgan Chase. From 1996 to 2002, Mr. Jones served as Senior Vice President/Regional Manager for the Tri-State (New York-New Jersey-Connecticut) and Texas Regions for JP Morgan Chase. From 2002 to 2004, Mr. Jones served as Senior Vice President, Client Management and Personal Financial Services for JP Morgan Chase.

Thomas G. Kahn has served as a director since 2004. He is President of Kahn Brothers Group, Inc., Kahn Brothers LLC and Kahn Brothers Advisors LLC., all located in New York City. Kahn Brothers LLC is a member of the New York Stock Exchange. Kahn Brothers Advisors LLC is a Registered Investment Advisor with over $800 million of assets under management.

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R. Michael Kennedy has served as a director since 2004. Mr. Kennedy is a general partner and manager of various real estate companies, all managed through Kennedy Companies, Inc.

Victoria Kossover has served as a director since 2000. She is a partner in Kossover Law Offices.

Paul A. Maisch has served as Chief Financial Officer of Provident Bank and Provident New York Bancorp since March 2003. Mr. Maisch was named Executive Vice President in January 2006. From 1998 through 2001, Mr. Maisch served as Executive Vice President and Chief Financial Officer of Premier National Bancorp, and had been employed by Premier National Bancorp and its predecessors since 1984.

Donald T. McNelis has served as a director since 1987. Mr. McNelis served as President of St. Thomas Aquinas College in Sparkill, New York from 1974 until his retirement in 1995.

Richard A. Nozell has served as a director since 1990. Mr. Nozell is the owner of Richard Nozell Building Construction and serves as a general building contractor.

Carl J. Rosenstock has served as a director since 2004. Mr. Rosenstock is Secretary-Treasurer of General Sportwear Co., Inc., a manufacturer of children’s apparel.

Daniel G. Rothstein has been employed by Provident Bank since 1983, and was named Executive Vice President in 1989. Mr. Rothstein served as Provident Bank’s Chief Credit Officer and Regulatory Counsel from 1996 until August 2003, when he was appointed Chief Risk Officer. Mr. Rothstein was appointed Corporate Secretary effective January 2004 and was named General Counsel in January 2006.

William R. Sichol, Jr. has served as a director since 1990. Mr. Sichol is a principal of Sichol & Hicks, P.C., a private law firm.

Burt Steinberg has served as a director since 2000. Mr. Steinberg is the Executive Director of and serves as a member of the Board of Directors of The Dress Barn, Inc., a woman’s specialty store retailer.

George Strayton has served as a director since 1991. Mr. Strayton has been employed by Provident Bank since 1982, was named President and Chief Executive Officer of Provident Bank in 1986, and has served as President and Chief Executive Officer of Provident New York Bancorp since its formation in 1999. Mr. Strayton is a director of the Federal Home Loan Bank of New York.

Section 16(a) Beneficial Ownership Reporting Compliance

Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Based on our review of ownership reports, Director Nozell filed one late Form 4 to report the sale of 671 shares of common stock from his deferred compensation account. Based on Provident’s review of ownership reports required to be filed for the fiscal year ended September 30, 2007, no other executive officer, director or 10% beneficial owner of Provident’s shares of common stock failed to file ownership reports on a timely basis.

Code of Ethics

Provident has adopted a Code of Ethics that is applicable to our senior financial officers, including Provident’s principal executive officer, principal financial officer, principal accounting officer and all officers performing similar functions. The Code of Ethics is available on Provident Bank’s Internet website at www.providentbanking.com under the Investor Relations tab. Amendments to and waivers from the Code of Ethics, as applicable, are disclosed on Provident Bank’s website.

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Audit Committee

Provident’s Audit Committee consists of Directors Nozell, who serves as Chairman, Jauntig, Kossover, and Steinberg. The Board determined that Director Jauntig qualifies as an “audit committee financial expert.” Each member of the Audit Committee is independent in accordance with the Nasdaq Marketplace Rules.

Our Board has adopted a written charter for the Audit Committee, which is available on the Company’s Internet website (www.providentbanking.com) under About Us—Investor Relations tab. As more fully described in the Audit Committee Charter, the Audit Committee is responsible for overseeing our accounting and financial reporting processes, including the quarterly review and the annual audit of our consolidated financial statements by the independent registered public accounting firm. In addition, the Audit Committee meets with our internal Chief Auditor to review the results of audits of specific areas on a quarterly basis.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

This Compensation Discussion & Analysis (“CD&A”) is intended to outline, among other things, Provident’s compensation philosophy, objectives and processes. It also sets out our method for decision-making regarding executive compensation and the data and reasoning behind the decisions that are made.

Compensation Philosophy & Guiding Principles

Provident’s executive compensation program is designed to attract, develop and retain experienced, high quality executive officers who are capable of maximizing long term business performance for the benefit of our stockholders. The Executive Compensation Committee (the “Committee”) of Provident’s Board of Directors administers the total compensation program.

The Committee seeks to award executive officers with a total compensation package that is competitive and is aligned with the financial and non-financial business goals supporting Provident’s Brand Values and business strategy.

The executive total compensation program is designed to meet the following high-level objectives:

» Enable the Company to attract and retain the talent we need to execute our business strategy and retain our position in a highly competitive community bank market.

» Award a total compensation package that is based on performance and is competitive with our industry peers, but also reflects our structure and strategy.

» Provide a significant portion of total compensation based on enhancing the Company’s performance relative to short and long-term goals.

» Motivate and reward our executives for driving our success and providing value for our stockholders.

We accomplish these objectives through an integrated total compensation program which includes the following components:

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Component	Objective/Purpose	Target Positioning
Base Salary	»       Attract and retain qualified talent. »       Provide competitive and fair base compensation to recognize executives’ roles, responsibilities, contributions, experience and performance. »       Represent fixed compensation that forms the basis of other compensation elements (such as incentive pay).	»       Salaries are targeted to be within the range of market median. »       Actual salaries and increases reflect executives’ performances, experiences and pay levels relative to internal and external salary relationships.
Annual Cash Incentive	»       Motivate and reward achievement of specific annual performance goals. »       Provide meaningful “pay-at-risk” that is re-earned each year based on performance. »       Align total cash compensation and annual performance.	»       Competitive awards when performance goals are achieved. »       Above market awards for superior performance. »       Below market awards when performance goals are not achieved
Equity Compensation	»       Reward executives for driving long-term growth and profitability. »       Align executives with shareholder interests with stock options, which reward stock price appreciation. »       Grant restricted stock to help ensure executives have an ownership/equity interest. »       Enable the Company to attract and retain talent.	»       Target awards competitive with industry practice and norms. »       Actual awards reflect stock price appreciation.
Benefits and Perquisites	»       Enable the Company to attract and retain qualified talent. »       Provide insurance and retirement security benefits.	»       Competitive with industry practice.
Employment Agreements and Severance/Change in Control Benefits	»       Protect the executive and the Company in the event of a termination event. »       Retain executives in the event of a change in control.	»       Appropriate within industry practice.

Through the combination of these various compensation components, we believe the Company has an effective program, which balances multiple needs and related objectives.

The Committee reviews its philosophy and executive compensation practices annually for alignment with our strategic goals and desired objectives.

Role of the Executive Compensation Committee, Management, and the Compensation Consultant in the Executive Compensation Process

Role of the Executive Compensation Committee

The Committee is responsible for discharging the Board’s responsibilities concerning executive compensation related matters. Four members of the Board, each of whom is independent, serve on the Committee. The Committee meets throughout the year, with four meetings held during fiscal year 2007. The Chairman of the Committee reports on Committee actions at Board meetings.

The Committee reviews all compensation components for Provident’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and other three most highly compensated executive officers (collectively, the “Named Executive Officers”). The components are reviewed by element and in the aggregate, including base salary, annual incentive, total cash compensation, long-term incentives/equity, total direct compensation, benefits and perquisites, and total compensation. In addition, the Committee reviews the pay-for-performance relationship and considers all elements in the aggregate as part of the executive’s total compensation package.

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The Committee’s major duties and responsibilities are:

• Establish Provident’s executive compensation philosophy and supporting compensation, benefit and perquisites programs.

• Evaluate CEO performance and solicit feedback from the CEO on executive officer performance.

• Review all aspects of the CEO’s pay program; recommend CEO’s base salary changes to the Board.

• Review all aspects of the pay programs of the executive officers who report to the CEO; recommend executive officer base salary changes to the Board.

• Award annual cash incentive payments to the executive officers in accordance with the terms of the Executive Officer Incentive Plan.

• Make recommendations to the Board with regard to incentive, equity and executive benefit plans.

• Oversee Provident’s compliance with all regulations related to executive compensation.

• Review and approve all severance and termination arrangements for executive officers.

• Review and approve the CD&A, as prepared by management.

The Committee has the authority to retain any advisors needed to perform its responsibilities. The Committee also routinely obtains advice and assistance from internal or external legal, human resource, accounting or other experts, advisors, or consultants, as it deems appropriate.

Role of Provident’s Management

Although the Committee and the Board are ultimately responsible for executive compensation, they obtain information and input from management in connection with their decisions.

Below is a summary of the role of Provident’s management in assessing and recommending executive compensation:

• The CEO and other executive officers propose an annual business plan to be approved by the Board. The Plan forms the basis for the Committee to establish annual incentive targets.

• The CEO provides a self-assessment of his performance to the Committee for review at the end of each year.

• The CEO presents executive officer performance summaries and recommendations relating to executive officer compensation to the Committee for ultimate action by the Board.

• The CEO and Director of Human Resources develop proposals relating to potential changes in compensation programs for review and action by the Committee.

• The CEO and Director of Human Resources provide the Committee with data necessary to evaluate and implement compensation proposals and programs.

• The Director of Human Resources provides data and information and serves as advisor to the Committee as needed.

• The Director of Human Resources works with outside consultants to provide data and information related to the Committee’s needs and objectives.

Role of the Compensation Consultant

The Executive Compensation Committee is responsible for hiring the compensation consultant and advisors used throughout the year for advice on executive compensation. In fiscal year 2007, the Committee hired the compensation consulting firm Pearl Meyer & Partners. The Committee has direct access to the consultant for issues related to executive compensation and benefits. In addition to compensation consultants, the Committee has access to outside legal counsel or other experts as needed.

The compensation consultant conducts periodic comprehensive total compensation studies as well as ongoing updates on market trends and best practices. The Committee requests and utilizes this information as needed to make informed decisions and develop review processes.

The Committee periodically requests consultants and advisors to present findings or provide education regarding best practices and trends in the banking industry related to executive compensation.

The compensation consultant reports directly to the Committee. In the event that the Company seeks the expertise of the consulting firm for assistance with other issues not directly related to executive compensation, the Committee approves such activities.

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Compensation Determinations

Compensation Benchmarking

As part of its analysis and decision making process, the Committee assesses competitive market compensation using a number of data sources. The primary data source used in setting a competitive market for the executive officers is the information publicly disclosed by a peer group of companies. The Committee’s consultant selects the peer group to reflect banks of similar asset size and region, the two factors that the Committee believes most directly influence executive compensation in community banks.

The comparable companies are reviewed annually and may be changed from year to year depending on changes in the marketplace, acquisitions, divestitures and the business focus of Provident or comparable companies.

Below is a listing of the peer group used for 2007. This peer group includes 20 institutions in the Northeast reflecting banks generally between $1.5 billion and $5 billion in assets. The objective is to target Provident’s executive compensation at approximately the median of the peer group.

Berkshire Hills Bancorp, Inc.	Lakeland Bancorp, Inc.
Brookline Bancorp, Inc.	Parkvale Financial Corporation
Community Bank System, Inc.	Partners Trust Financial Group, Inc.
Community Banks, Inc.	Sandy Spring Bancorp, Inc.
Dime Community Bancshares, Inc.	Signature Bank
Flushing Financial Corporation	State Bancorp, Inc.
Harleysville National Corporation	Sun Bancorp, Inc.
Hudson Valley Holding Corp.	TrustCo Bank Corp NY
Independent Bank Corp.	U.S.B. Holding Co., Inc.
KNBT Bancorp, Inc.	WSFS Financial Corporation

Proxy data comparisons are based on executives’ roles, rather than rank to ensure a better comparison.

As a secondary source for cash compensation (base salary and incentive), Pearl Meyer & Partners also provides comparative data from other industry surveys and general industry databases. Data is selected that best represent the asset size and region closest to Provident Bank. The consultant’s analysis reviews compensation elements individually and in the aggregate to provide more comprehensive information. This data forms the basis for developing total compensation targets and assessing the effectiveness of the programs.

Compensation Decision Process

In determining compensation for the CEO, the Committee considers the compensation consultant’s analysis, its assessment of the CEO’s performance, and overall Company performance. For all other senior executives, the Committee considers the consultant’s analysis, overall Company performance, and the CEO’s assessment of each executive officer’s performance.

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The Committee considers many factors when making decisions about compensation including, but not limited to:

• The Company’s total compensation philosophy and desired objectives.

• The Company’s financial performance in terms of the attainment of both annual and long-term goals and objectives.

• The competitiveness of executive compensation relative to Provident’s defined peers and competitive labor market.

• The relative appropriateness of each executive’s compensation compared to other executives and the CEO.

• Overall total compensation and pay mix.

• Individual performance, experience and the contributions of each executive.

• Share ownership and alignment with stockholder interests.

• Desire to manage fixed compensation expenses and focus on performance-based compensation.

The Committee reviews all aspects of compensation to ensure total compensation achieves its desired objectives. The mix of total compensation is designed to provide significant focus on performance incentives, both short-term and long-term. While the Committee does not specify a percentage of annual compensation that is based on performance (short and long-term), it does review executives’ pay relative to the pay mix in the market and generally targets at least 50% of total compensation based on performance.

Compensation Elements

Provident’s total compensation program consists of four main components of compensation.

Base Salary

The purpose of base salary is to provide competitive and fair base salary that recognizes the executives’ roles, responsibilities, contributions, experiences and performance. Base salary represents a fixed element of compensation that reflects executives’ long-term performance and market pay level for the role. Base salaries are targeted to be competitive with the practices of comparable financial institutions in the region. The Committee annually recommends to the Board each executive’s individual pay to reflect individual experience, expertise, performance, and contribution in the role.

The Committee establishes base salary ranges annually based on the competitive analysis conducted by our consultant. The ranges not only reflect competitive market rates (a range around median of peer and survey data) for each role, but also the internal relationships of the executive team members. The market range allows the Committee discretion to target the median while recognizing each executive’s individual contributions, experience and performance.

Base salary increases effective January 2007 considered Provident’s annual merit budget for all employees, as well as each executive’s role and contribution to the Company. As of January 1, 2007, the CEO’s base salary was increased to $475,000, an increase of 5.55% over his prior salary of $450,000.

Other Executive Officers: The Committee also reviews other executives’ compensation and determines salary increases considering performance feedback provided by the CEO, competitive market data, individual contribution and performance relative to individual and company-wide business and financial goals. Overall, the Committee approved salary increases ranging from 5% to 5.5% with an average of 5.2%. The CFO received an additional 5% increase based on external specific market data provided by the compensation consultant.

Annual Cash Incentive Compensation

An integral part of Provident’s total compensation program is the Executive Officer Incentive Plan. The plan is designed to reward executives for business achievements to the extent those achievements contribute measurably to Provident’s attainment of its business goals. The plan is designed to reward for overall Company performance, and does not consider individual contributions. This reflects our goal of creating an executive group that works together as a team for the overall good of the Company. The plan measures Provident’s performance in five areas deemed essential to building and maintaining stockholder value, which are:

» Quality and Level of Earnings

» Stock Performance

» Balance Sheet Management

» Market Share Growth

» Risk Management

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As part of Provident’s business planning process, the Board of Directors approves an annual business plan at the beginning of each fiscal year. Based on the plan, the CEO provides the Committee with a summary of Company-wide goals and suggested weightings for each performance category. The Committee considers these recommendations and any other factors it deems relevant to determine the weightings for each performance category for the upcoming year. The Committee’s determination is reported to the Board of Directors. For the fiscal year ended September 30, 2007 the weightings were:

Quality and Level of Earnings	30	%
Balance Sheet Management	30	%
Market Share Growth	15	%
Risk Management	15	%
Stock Performance	10	%

Incentive award targets as a percentage of base salary are reviewed and recommended by the Committee, and approved by the Board of Directors. The percentage target is set to reflect competitive awards for achieving specific performance goals. Actual awards vary based on performance and can range from 50% of target for satisfactory performance relative to performance goals, to 150% of target for outstanding performance.

The target incentive for the CEO in effect for 2007 was 40% of base salary, and was 30% of base salary for the other Named Executive Officers. As a result of the compensation review conducted by Pearl Meyer & Partners for the fiscal year ending September 30, 2008, the Committee recommended and the Board approved an increase of the target award for the CEO to 50% of base salary.

Evaluation of Performance

At the end of the year, the Committee reviews the Company’s performance relative to each of the performance categories and weights defined at the start of the plan year. Each category receives a rating with an associated numerical score: unsatisfactory (1), marginally satisfactory (2), satisfactory (3), above satisfactory (4), or outstanding (5).

Each category’s numerical rating is multiplied by the weight to arrive at a “point score.” The total of the point score is then translated to the following payout matrix to determine the incentive award:

Total Score	Payout Level
Less than 300	0	%
300	50	%	of Target Incentive
350	75	%	of Target Incentive
400	100	%	of Target Incentive
425	125	%	of Target Incentive
450 or more	150	%	of Target Incentive

A summary of the evaluation process, ratings and award payout as determined by the Committee for fiscal year 2007 performance follows.

Quality and Level of Earnings (30%)

This category measures not only absolute earnings levels, but also the consistency of those earnings and, as a result, their contribution to building franchise value. In stressing the quality of earnings, we reflect our belief that short-term tactics and unusual events do not necessarily contribute to building franchise value. Key performance measures in this category include net interest margin and core earnings from banking activities. Efficiency and productivity measures are also included in this category, reflecting management efforts to optimize resources while achieving appropriate overall returns. Core earnings are defined in this context as earnings achieved without giving effect to accounting changes and one-time events. Since broader economic issues affect performance, peer comparisons are also included to establish earnings performance relative to the industry.

Assessment of 2007 performance: Net interest margin was below plan and prior year performance; however, the Committee considered that peer net interest margins had suffered more than Provident’s. The efficiency ratio was 100 basis points better than plan and prior year performance. The Committee also took into account the difficult interest rate environment that existed during fiscal year 2007, including the lack of opportunity to leverage. The Committee judged the performance of this category to be satisfactory relative to industry and peer performance, and rated performance a satisfactory, assigning a numerical rating of three.

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Balance Sheet Management (30%)

This category includes measures of asset/liability management, capital management and loan and investment portfolio management. It also includes measures of results in meeting asset and liability targets and achieving appropriate returns. As a result, this category is often the most comprehensive reflection of management effectiveness in both financial decision making and business generation. Performance here, as in other categories, is measured in comparison to peers.

Assessment of 2007 performance: The Committee reviewed the mix of assets, loan to deposit ratio, overall loan growth and deposit retention. Loan to deposit ratio exceeded plan, driven by quality loan growth, but deposits did not meet plan. The Committee reviewed the deposit pricing strategies management employed and the resulting favorable marginal cost of liabilities. The Committee also considered the launch of services and products to support growth in commercial demand deposit accounts. The Committee rated this category above satisfactory, assigning a numerical rating of four.

Market Share Growth (15%)

Market Share is a key expression of franchise value. The measurements in this category reflect both absolute and relative performance in maintaining or improving market share. While there are limitations in the data behind these measures, the Committee considers that the measures used (performance relative to peers, trends, and actual versus plan) are, generally, the best available for each category, and those most widely accepted.

Assessment of 2007 performance: The Committee acknowledged the significant increase in loans and Provident’s ranking as the number one small business lender in our primary market area, and the number two position in market share in deposits in our primary market area. The Committee again noted the disciplined pricing maintained by management in maintaining its balance sheet and judged the rating in this area to be above satisfactory, with a numerical rating of four.

Risk Management (15%)

Risk management is a discipline fundamental to all activities within the Company. This category measures management’s effectiveness across all risk categories. The measures reflect outside assessments of risk as well as internal evaluations.

Assessment of 2007 performance: The Committee considered the various elements of risk including credit, liquidity, operational, capital and interest rate. All risk levels were within guidelines and actively monitored. The Committee also considered the results of internal and external audits. It granted an outstanding rating for this category with a rating of five.

Stock Performance (10%)

This category provides a number of measures of the performance of Provident’s stock over the course of the plan period. While absolute EPS growth is a key measure, this section also provides EPS measures in comparison to analyst expectations and peer group performance. These measures provide context for evaluating management effectiveness in improving market capitalization and are considered in the context of industry and stock market performance. The lower weight for this factor reflects the limited influence management has on stock price over the short term as well as our belief that stock performance incentives are better addressed through long-term incentives, stock grants and options.

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Assessment of 2007 performance: The total return on the Company’s stock for the fiscal year was—2.8%. Indices to which the Company is a member ranged from -5.4 to -10.2 %. The Company’s P/E ratio exceeded peer averages and its earnings per share of 48 cents was in line with analyst expectations and only one cent below the prior year. Although net income per share was below plan, the Committee judged overall performance to be above satisfactory given the interest and economic environment that existed during 2007 and gave it a rating of four.

Overall Incentive Award Determination

As a result of the rankings and weightings, the total score was 385. The score intervals and corresponding percentage of target are as follows:

Performance Category	Weight		Rating	Score
Quality and Level of earnings	30	%	3	90
Balance Sheet Management	30	%	4	120
Market Share Growth	15	%	4	60
Risk Management	15	%	5	75
Stock Performance	10	%	4	40
Total				385

The score of 385 was between 350 (75% award payout) and 400 (100% payout). As a result, the cash incentive award was determined to be 75% of target. The Committee chose not to interpolate between scores.

The incentive target was 40% for the CEO and 30% for each of the other Named Executive Officers. Thus the CEO was awarded an incentive bonus of 30% of the average base salary in effect for the 2007 fiscal year, and each other Named Executive Officer received 22.5%.

Stock Based Compensation

Another key element of executive total compensation is the Company’s equity based plans, which are the Provident Bank 2000 Stock Option Plan (the “2000 Plan”) and the Provident Bancorp, Inc. 2004 Stock Incentive Plan (the “2004 Plan”), collectively referred to as “the Plans.” The purpose of the Plans is to provide long-term incentives that align executives with stockholder interests and the long-term interests of the Company. Stock is also a critical element to attract and retain highly qualified officers. Stock options align executives with stockholder interests by rewarding for stock price appreciation while restricted stock ensures an “ownership” interest.

The disinterested members of the Committee administer the Plans and are responsible for awarding any of three types of equity linked awards to eligible individuals – stock options, stock appreciation rights and restricted stock in accordance with the terms of the Plans.

No awards were granted in fiscal year 2007 since executives retain a significant equity interest through initial awards granted in 2005. The awards granted in 2005 provide a five-year vesting period (20% per year) for stock options and a ten-year term. The Committee believes the 2005 awards continue to focus executives on stockholder interests and provides significant focus on the long-term performance of the Company. The Committee retains the ability to provide additional grants at its discretion, and in accordance with plan limits.

Benefits

Provident sponsors a variety of benefit plans for all employees, in which the executives also participate. These benefits include the Provident Bank Employee Stock Ownership Plan, a 401(k) Plan, the Provident Bank Defined Benefit Pension Plan (for which benefit accruals have been frozen), life insurance and health and welfare benefits.

Provident also provides certain executive benefits and perquisites that are designed to provide benefits to executives to address tax code limitations. Provident’s policy on benefits has been to provide benefits consistent with market practice.

Additional benefits and perquisites provided for executives include:

Supplemental Retirement Benefits

Provident provides certain executives with supplemental retirement benefits to make up for benefits that would otherwise be payable if specified tax code limitations did not apply. In addition, employees who serve as directors may defer receipt of all or a portion of the incentive compensation paid to him or her in the person’s capacity as an employee during the year under a non-qualified deferred compensation plan for directors.

Insurance

Provident provides certain executives with supplemental long-term disability insurance, long term care insurance, and life insurance. The Committee believes that these insurance benefits are generally important to address market practices and attract and retain qualified employees.

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Perquisites

Provident does not provide significant perquisites or personal benefits to its executives. Certain executives may receive a company automobile and membership at a country club. These perquisites are in keeping with customary practice and support our business goals.

Other Matters

Impact of Accounting and Tax on the Form of Compensation

The Committee takes into account the various tax and accounting implications of compensation and benefit vehicles utilized by the Company.

- The Committee considers the impact of the Statement of Financial Accounting Standard No. 123R, (SFAS No. 123R), on Provident’s use of equity incentives. Provident expenses all grants in accordance with this requirement.

- Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the tax deduction for compensation paid to Named Executive Officers to $1,000,000. This deduction limitation does not apply to compensation that constitutes “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and regulations promulgated thereunder, including certain performance-based compensation that has been approved by the stockholders. Our stockholders have approved the 2000 Plan and the 2004 Plan, which are designed to allow the deduction as an expense on behalf of the Company for income realized by the participant on the exercise of the options.

- For 2007, executive officers at Provident did not receive compensation that exceeded the deductibility limits of Section 162(m). However, we have in the past and may in the future award compensation that is not fully deductible under the Code, when we view such compensation as consistent with our compensation policies and in the best interests of Provident and its stockholders.

Adjustment or Recovery of Awards

Under Section 304 of The Sarbanes-Oxley Act of 2002, if Provident New York Bancorp is required to restate its financial statements due to material non-compliance with any financial reporting requirements based upon a judicial determination of misconduct, the CEO and the CFO must reimburse Provident for:

- Any bonus or other incentive- based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document.

- Any profits realized from the sale of securities of Provident securities during those 12 months.

Consideration of Prior Amounts Realized

In furtherance of Provident’s strategy of emphasizing rewards for future superior performance, prior compensation outcomes, including stock compensation gains, are generally not considered in setting future compensation levels.

Stock Ownership Guidelines and Hedging Policies

Provident does not currently have formal stock ownership guidelines in place, but does encourage executive officers to own shares by providing significant equity opportunities through stock options and restricted stock.

Employment Agreements

Provident provides employment agreements to all Named Executive Officers. For a discussion of their terms, see “Employment Agreements and Potential Payments upon Termination or a Change in Control.”

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Executive Compensation Committee Report

The Executive Compensation Committee evaluates and establishes compensation for executive officers. Although management has the primary responsibility for Provident’s financial statements and reporting process, including the disclosure of the CD&A, the Committee has reviewed the CD&A with management and is satisfied it represents the philosophy, intent, and actions of the Committee with regard to executive compensation. We recommend to the Board of Directors that the CD&A be included in the proxy statement for filing with the Securities and Exchange Commission.

Burt Steinberg, Chair

Dennis L. Coyle

William F. Helmer

Donald T. McNelis

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Executive Compensation

Summary Compensation Table. The following table sets forth for the year ended September 30, 2007 certain information regarding total remuneration paid to our Chief Executive Officer, Chief Financial Officer, and to our other three most highly compensated executive officers. We refer to these executive officers in this Proxy as the “Named Executive Officers.”

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)	Stock Awards ($) (e)		Option Awards ($) (f)			Non Equity Incentive Plan Compensation ($) (g)		Change in Pension Value and Non Qualified Deferred Compensation Earnings($) (h)		All Other Compensation ($) (i)		Total ($) (j)
George Strayton, President and CEO	2007	$	468,750	—	$	359,520	$	302,049	(1)	$	140,625	$	124,544	$	209,431	$	1,604,919
Daniel G. Rothstein, EVP General Counsel	2007	$	241,625	—	$	133,536	$	36,960		$	54,366	$	55,195	$	94,557	$	616,239
Richard O. Jones, EVP Business Services	2007	$	220,250	—	$	25,680	$	36,960		$	49,556	$	2,351	$	85,399	$	420,196
Stephen G. Dormer, EVP Strategic Planning	2007	$	218,250	—	$	115,560	$	36,960		$	49,106	$	15,396	$	73,846	$	509,118
Paul A. Maisch, EVP Chief Financial Officer	2007	$	215,750	—	$	71,904		79,591	(2)	$	48,544	$	1,763	$	71,261	$	488,813

Column Notes:

(c) The figures shown for salary represent amounts earned for the fiscal year.

(e) Represents the compensation cost recognized for the fiscal year in connection with restricted stock of Provident granted to the Named Executive Officer, regardless of the year of grant and calculated in accordance with Statement of Financial Accounting Standards 123R for financial statement purposes. The market value on the date of the grant was $12.84 per share. See Item 8 of Provident’s Annual Report on Form 10-K for the year ended September 30, 2007 at page 83 for detail of valuation assumptions. This amount does not reflect the value of dividends paid on unvested restricted stock, which is included in the Summary Table under “All Other Compensation.”

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(f) Represents the compensation cost recognized for the fiscal year for options to purchase shares of Provident common stock outstanding to the Named Executive Officers, regardless of the year of grant and calculated in accordance with FAS 123R for financial statement purposes. The 2004 Stock Awards are expensed at the fair market value (FMV) of $3.08. See Item 8 of Provident’s Annual Report on Form 10-K for the year ended September 30, 2007 at pages 84-5 for detail of valuation assumptions.

(1) Includes reload grants for Mr. Strayton expensed at the following: 42,699 at $2.876 and 20,466 at $3.3405 in fiscal year 2007 in accordance with options issued under the plan.

(2) Includes the reload grant of 3,930 shares for Mr. Maisch expensed at $3.85 in fiscal year 2007 and the 2000 grant for Mr. Maisch of 10,000 shares (20% annual vesting) at $2.75 in accordance with options issued under the 2000 Plan.

(g) The figures shown for non-equity incentive plan compensation represent the amounts earned and paid for the fiscal year. The amounts earned expressed as a percent of 2007 salary were as follows: Mr. Strayton 30%, and Messrs. Rothstein, Dormer, Jones and Maisch, 22.50%.

(h) Represents the actuarial increase in the present value of the Named Executive Officer’s benefits under the Defined Benefit Pension Plan and the Supplemental Executive Retirement Plan.

(i) The amounts listed under the column entitled “All Other Compensation” in the “Summary Compensation Table” above include Provident’s contributions to the 401(k) plan, the ESOP, the SERP, the out of pocket cost to Provident for certain group life, health and disability insurance, long term health care insurance, and dividends earned on restricted stock that are listed in the table below.

ALL OTHER COMPENSATION

Name (a)	401(k) Plan ($) (b)		Profit Sharing ($) (c)		Employee Stock Ownership Plan ($) (d)		Supplemental Executive Retirement Plan ($) (e)		Disability Insurance ($) (f)		Life Insurance ($) (g)		Long-Term Care Insurance ($) (h)		Restricted Stock Plan Dividends ($) (i)		Perquisites ($) (j)		Total ($) (k)
George Strayton	$	6,750	$	12,528	$	34,505	$	59,554	$	14,895	$	44,372	$	6,126	$	19,600	$	11,101	$	209,431
Daniel G. Rothstein	$	6,852	$	7,836	$	34,505	$	7,800	$	5,952	$	17,670	$	6,662	$	7,280			$	94,557
Richard O. Jones	$	7,385	$	7,140	$	34,505	$	3,386	$	285	$	27,456	$	3,842	$	1,400			$	85,399
Stephen G. Dormer	$	6,841	$	7,077	$	34,505	$	2,978	$	3,983	$	7,247	$	4,915	$	6,300			$	73,846
Paul A. Maisch	$	7,060	$	6,970	$	34,505	$	876	$	1,252	$	15,188	$	1,490	$	3,920			$	71,261

(j) Total perquisites for Messrs. Rothstein, Jones, Dormer and Maisch did not exceed $10,000. Perquisites for Mr. Strayton included the use of a company automobile and a country club membership.

As discussed below under “Employment Agreements and Potential Payments upon Termination or a Change in Control,” we provide employment agreements to each of the Named Executive Officers.

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Grants of Plan-Based Awards

The following table sets forth for the year ended September 30, 2007 certain information regarding non-equity incentive plan compensation for the Named Executive Officers.

		Estimated Future Payouts Under Non Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	All Other Options Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Sh) (k)		Grant Date Fair Value of Stock Option Awards ($) (l)
Name (a)	Grant Date (b)	Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
George Strayton	—	$	93,750	$	187,500	$	281,250	—	—	—	—	—		—		—
	6/1/2007		—		—		—	—	—	—	—	42,699	$	13.76	$	122,802
	8/6/2007		—		—		—	—	—	—	—	20,466	$	13.33	$	68,367
Daniel G. Rothstein	—	$	36,243	$	72,487	$	108,731	—	—	—	—	—		—		—
Richard O. Jones	—	$	33,037	$	66,075	$	99,112	—	—	—	—	—		—		—
Stephen G. Dormer	—	$	32,737	$	65,475	$	98,212	—	—	—	—	—		—		—
Paul A. Maisch	—	$	32,362	$	64,725	$	97,087	—	—	—	—	—		—		—
	12/27/2006		—		—		—	—	—	—	—	3,930	$	15.66	$	15,131

Column Notes:

(c – e)	All awards in the above table were potential annual cash bonus amounts payable pursuant to Provident’s Executive Officer Incentive Plan. The maximum cash incentive payment that could be earned for the year ended September 30, 2007 was an amount equal to 60% of base salary in the case of Mr. Strayton, and 45% for Messrs. Rothstein, Dormer, Jones and Maisch.
(c)	Threshold refers to the amount that would be paid if actual performance only met the minimum level set in the plan to be eligible for payment.
(d)	Target refers to the amount that would be paid if the actual performance met target levels.
(e)	Maximum refers to the maximum possible payment under the plan.
(i)	No stock options or shares of restricted stock were awarded in 2007 under Provident’s 2004 Plan. Under the 2004 Plan, the Compensation Committee may grant awards of stock options, restricted stock and/or stock appreciation rights to certain key officers, employees and directors of the Company or its subsidiaries.
(j)	The values represent the reload grants under the 2000 Plan.
(k)	The values represent the exercise price of the option awards.
(l)	The values represent the Black Scholes grant date fair value of each equity award computed in accordance with Statement of Financial Accounting Standards 123R for financial statement purposes. See item 8 of Provident’s Annual Report on Form 10-K for the year ended September 30, 2007 at page 85 for detail of valuation assumptions.

During the last fiscal year, no outstanding option or other equity-based award was repriced or otherwise materially modified.

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Executive Officer Incentive Plan

Please see CD&A section titled “Annual Cash Incentive Compensation” for a description of the material terms of the Executive Officer Incentive Plan.

2000 Stock Option Plan and 2004 Stock Incentive Plan

Provident’s stockholders approved the Provident Bank 2000 Stock Option Plan (the “2000 Plan”) in February 2000. A total of 1,712,640 shares of authorized but un-issued common stock were reserved for issuance under the 2000 Plan, although Provident may also fund option exercises using treasury shares. Under the terms of the 2004 Stock Incentive Plan (the “2004 Plan”), a total of 1,997,300 shares of authorized but un-issued common stock were reserved for issuance under the 2004 Plan. 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 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. 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 either the 2000 Plan or the 2004 Plan may be entitled to accelerate the vesting of individual awards. As of September 30, 2007, 162,600 shares were potentially subject to accelerated vesting.

Stock Awards and Stock Option Grants Outstanding

The following tables set forth information regarding stock awards and stock options outstanding at September 30, 2007, whether granted in 2007 or earlier.

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OUTSTANDING EQUITY AWARDS AT SEPTEMBER 30, 2007

	OPTION AWARDS								STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options Exercisable (#) (b)		Number of Securities Underlying Unexercised Options Unexercisable (#) (c)		Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock that have not Vested (#) (g)	Market Value of Shares or Units of Stock that have not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (j)
George Strayton	205,942	(3)	—		—	$	3.497	2/22/2010	70,000	$	917,700	—	—
	9,417	(4)	—		—	$	10.610	2/22/2010	—		—	—	—
	42,699	(4)	—		—	$	13.760	2/22/2010	—		—	—	—
	20,466	(4)	—		—	$	13.330	2/22/2010	—		—	—	—
	108,000	(1)	72,000	(1)	—	$	12.840	3/10/2015	—		—	—	—
Daniel G. Rothstein	23,014	(4)	—		—	$	6.536	2/22/2010	26,000	$	340,860	—	—
	14,727	(4)	—		—	$	11.040	2/22/2010	—		—	—	—
	36,000	(1)	24,000	(1)	—	$	12.840	3/10/2015	—		—	—	—
Richard O. Jones	36,000	(1)	24,000	(1)	—	$	12.840	3/10/2015	5,000	$	65,550	—	—
Stephen G. Dormer	57,717	(3)	—		—	$	3.497	2/22/2010	22,500	$	294,975	—	—
	8,837	(4)	—		—	$	5.570	2/22/2010	—		—	—	—
	36,000	(1)	24,000	(1)	—	$	12.840	3/10/2015	—		—	—	—
Paul A. Maisch	35,314	(2)	10,000	(2)	—	$	11.850	3/25/2014	14,000	$	183,540	—	—
	36,000	(1)	24,000	(1)	—	$	12.840	3/10/2015	—		—	—	—
	3,930	(4)	—		—	$	15.660	3/25/2014	—		—	—	—

Column Notes:

(b) & (c)

(1) Stock options granted pursuant to the 2004 Plan vest in five equal annual installments commencing on March 10, 2005.

(2) Stock options granted pursuant to the 2000 Plan vest in five equal annual installments commencing on March 24, 2004.

(3) Stock options granted pursuant to the 2000 Plan vested in five equal annual installments commencing on February 22, 2000.

(4) Represents the reload options received upon the exercise of stock options granted under the 2000 Plan when previously owned shares of common stock were utilized to pay the option exercise price.

(g) Stock award granted pursuant to the 2004 Plan. The shares vested 10% on September 30, 2005, 20% on each of September 30, 2006 and September 30, 2007, will vest 20% on each of September 30, 2008 and September 30, 2009, and 10% on March 31, 2010.

(h) Based on Provident’s closing stock price on September 28, 2007 of $13.11.

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The following table presents options exercised and vesting of stock awards in 2007 for Named Executive Officers:

OPTION EXERCISES AND STOCK VESTED FOR THE YEAR ENDED 9/30/07

	Option Awards				Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)			Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
George Strayton	10,000	$	123,029	(1)	28,000	$	367,080
	69,440	$	555,656	(2)
	40,000	$	393,316	(3)
Daniel G. Rothstein					10,400	$	136,344
Richard O. Jones					2,000	$	26,220
Stephen G. Dormer					9,000	$	117,990
Paul A. Maisch	4,686	$	17,854	(4)	5,600	$	73,416

	Column Notes:
(c)	(1)    Amount reflects the net profit made from a purchase and sale exercise of 10,000 shares at grant price $3.4971 and selling price $15.80.
	(2)    For new shares acquired at $13.76 by exercising 69,440 shares, (27 shares at $3.50, 9,706 at $4.79, 11,261 at $4.75, 19,026 at $5.25, 15,304 at $6.53 and 14,116 at $7.08) by an exchange of 29,057 shares already owned.
	(3)    For new shares acquired at $13.33 by exercising 40,000 shares, at a grant price of $3.50, by an exchange of 10,493 shares already owned.
	(4)    For new shares acquired at $15.66 by exercising 4,686 shares, at a grant price of $11.85, by an exchange of 3,545 shares already owned.
(e)	Calculated by multiplying the number of vested shares times the market price per share ($13.11) on the date of vesting - 9/30/07.

Provident Bank Defined Benefit Pension Plan

The Defined Benefit Plan is a tax-qualified defined benefit pension plan. The plan was frozen to new participants effective September 30, 2006, and no additional benefit accruals have been earned under the plan since that date.

The normal retirement benefit is a single life annuity (with amounts payable to a participant during the participant’s lifetime only) or, for a married participant, a joint and survivor annuity (where, upon the participant’s death, the participant’s spouse is entitled to receive, for the remainder of the spouse’s lifetime, a benefit equal to 50% of the amount paid during the participant’s lifetime). Benefits may be paid in various other annuity forms or, if a participant has completed 20 years of service and has attained age 55 or greater, as a lump sum. Under the Defined Benefit Plan, normal retirement age is the later of a participant’s 65^th birthday and the fifth anniversary of the participant’s participation in the plan.

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The normal retirement benefit is payable monthly and calculated, effective October 1, 1994, as an amount equal (on an annualized basis) to the sum of (A) 1.6% of a participant’s “average annual compensation” multiplied by the participant’s years of service (up to 35 years), and (B) 0.5% of the amount by which a participant’s average annual compensation exceeds “covered compensation” (the average of the taxable wage base for the 35 calendar years preceding the participant’s social security retirement age), multiplied by a participant’s years of service (up to 35 years). If a participant would be entitled to a greater amount under a method for calculating normal retirement benefits in effect prior to October 1, 1994, however, then the prior method of calculation will apply instead. The amount of the annual benefit that may be accrued by a participant under the Defined Benefit Plan is subject to a cap imposed under the Internal Revenue Code (“Code”).

A participant’s “average annual compensation” is generally the average of the participant’s annual compensation over the five consecutive calendar years (out of the last ten) in which his or her compensation was the highest. Compensation earned after December 31, 2006 is disregarded, however. A participant’s “compensation” includes wages and salary, but excludes commissions and bonuses where paid to a participant with a title of vice president or higher. The amount of annual compensation that may be taken into account for purposes of calculating benefits is subject to a cap under Code Section 401(a)(17), which was $210,000 in 2005.

Employees with ten years of service may retire as early as age 55, but generally with a reduction from normal retirement benefits. Benefits will not be reduced, however, for a participant who is 62 or older and has completed at least 20 years of service.

As of September 30, 2007, Messrs. Strayton, Rothstein and Dormer are ages 63, 60 and 57 and have been credited with 24, 24 and 12 years of service, respectively. Thus, they are eligible to retire under the early retirement benefit provisions of the Defined Benefit Plan and, in the case of Mr. Strayton, without any reduction in benefits.

For purposes of determining eligibility for early retirement benefits under the Defined Benefit Plan, a participant is credited with a year of eligibility service for each year in which a participant has performed at least 1,000 hours of eligibility service. Provident does not have a standing policy regarding service credit for employment under acquired companies whose plans were merged into the Defined Benefit Plan. Provident’s practice has been not to grant such credit. Benefits accrued under the plans of those prior employers are generally determined in accordance with the terms of those prior plans. However for purposes of plan participation, early retirement eligibility and vesting credit is given for years of service under employment of acquired companies. None of the Named Executive Officers has received any extra credit under the Defined Benefit Plan for service to employers other than Provident Bank.

Provident contributes each year to the Defined Benefit Plan an amount that is at least equal to the actuarially determined minimum funding requirements in accordance with ERISA and the Code. For the plan year ended September 30, 2007 no contribution was required.

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Pension Benefits

The following table sets forth information regarding the actuarial present value of benefits accrued by the Named Executive Officers under the Provident Bank Defined Benefit Pension Plan (the “Defined Benefit Plan”) and the defined benefit portion of Provident Bank’s Supplemental Executive Retirement Plan (the “SERP”) as of September 30, 2007.

Name (a)	Plan (b)	Number of Years of Credited Service (#) (c)	Present Value of Accumulated Benefit ($) (d)(1)		Payments During the Last Fiscal Year ($) (e)
George Strayton	Defined Benefit Plan	24	$	1,014,851	0
	SERP	24	$	888,901	0
Daniel G. Rothstein	Defined Benefit Plan	24	$	817,285	0
	SERP	24	$	26,414	0
Stephen G. Dormer	Defined Benefit Plan	12	$	235,341	0
Richard O. Jones	Defined Benefit Plan	2	$	35,943	0
Paul A. Maisch	Defined Benefit Plan	3	$	26,950	0

(1) For purposes of calculating the present value of the Named Executive Officer’s accrued benefits, the following valuation methodology and assumptions were used:

• Mortality table: 1983 Group Annuitant Mortality table for males and the 1983 Group Annuitant Mortality table for females.

• Discount rate = 7%

Supplemental Executive Retirement Plan (Defined Benefit Component)

Provident maintains the SERP, a non-qualified supplemental retirement benefits plan. The purpose of the SERP is to make up for benefits that would otherwise be payable under the Defined Benefit Plan, the Provident Bank 401(k) Plan and the Provident Bank Employee Stock Ownership Plan if the Code limitations did not apply.

A participant in the SERP who has accrued benefits in the Defined Benefit Plan is eligible for a retirement benefit (a “supplemental retirement benefit”) generally equal to the difference between (a) the annual benefit the executive would have received under the Defined Benefit Plan if the amount of benefits were computed without giving effect to the limitations under the Code and (b) the annual benefit actually payable to the executive under the terms of the Defined Benefit Plan. For purposes of calculating the amount of supplemental retirement benefits payable to a participant, a participant’s compensation also includes any deferred compensation or fees payable to the participant as an officer or a director of Provident.

Supplemental retirement benefits under the SERP are generally payable at the time and in the form elected by a participant in accordance with the terms of the SERP. If the participant fails to designate a time of payment, the payment will be made upon the participant’s separation from service from Provident. If the participant fails to designate a form of payment, the payment will be made in ten annual installments beginning on the first business day of the year following the participant’s separation from service, with each installment equaling the quotient of the amount of accrued and unpaid supplemental retirement benefits divided by the number of installments remaining. For “specified employees” under Code Section 409A, however, payments upon a separation from service cannot be made before the seventh month following separation from service and must be delayed until then. Amounts accrued as supplemental retirement benefits (to the extent unpaid) are deemed to accrue interest each year at the one-year Treasury rate for the first auction in January of the year.

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Supplemental Executive Retirement Plan (Defined Contribution Component)

The SERP provides for “supplemental 401(k) benefits” and “supplemental ESOP benefits” to compensate executives for benefits that would otherwise be payable due to Code limitations under the Provident Bank Retirement Savings Plan (the “401(k) Plan”) and the Provident Bank Employee Stock Ownership Plan (the “ESOP”).

In the case of supplemental 401(k) benefits, amounts are payable only to the same extent that a participant is vested in his or her benefits under the 401(k) plan. The time and form of payment of supplemental 401(k) benefits and supplemental ESOP benefits, as well as the measure for calculating interest on accrued benefits, is generally determined in the same manner as for supplemental retirement benefits (see “Defined Benefit Component”). Supplemental 401(k) benefits and supplemental ESOP benefits are generally paid in cash. If, however, Provident has established a trust permitted to hold company common stock, a participant may elect (with the approval of the Executive Compensation Committee) to be paid supplemental ESOP benefits in whole shares of company common stock, with fractional shares distributed in an equivalent amount in cash. It is Provident’s current policy not to fund the rabbi trust with Company common stock.

All obligations arising under the SERP (including the supplemental retirement benefits described under “Pension Benefits”) are payable from the general assets of Provident, although Provident has established a rabbi trust to help pay benefits under the SERP. The assets of the trust are at all times subject to the claims of Provident’s general creditors.

The following table sets forth information regarding amounts accrued by the Named Executive Officers as of September 30, 2007 under each defined contribution or other plan of Provident that provides for the deferral of compensation on a non tax-qualified basis.

NON-QUALIFIED DEFERRED COMPENSATION

Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)(1)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at Last FYE ($) (f)(2)
George Strayton	$	—	$	59,554	$	13,786	$	—	$	1,405,844
Daniel G. Rothstein	$	—	$	7,800	$	6,138	$	—	$	134,171
Richard O. Jones	$	—	$	3,386	$	127	$	—	$	3,513
Stephen G. Dormer	$	—	$	2,978	$	2,296	$	—	$	50,189
Paul A. Maisch	$	—	$	876	$	107	$	—	$	2,503

(1) The amounts reported in this column are also reported in the Summary Compensation Table for the last fiscal year.

(2) A portion of each amount listed in this column was previously reported in the “Summary Compensation Table” under the “All Other Compensation” column. The following amounts were reported:

Mr. Strayton -	$	270,876
Mr. Rothstein -	$	48,674
Mr. Dormer -	$	17,550
Mr. Maisch -	$	1,452

For Mr. Strayton, the amount also includes a balance of $750,902 held in the Director’s Deferred Compensation Plan, not previously reported.

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Employment Agreements and Potential Payments upon Termination or Change in Control

We provide employment agreements to each of the Named Executive Officers. The agreements have an initial term of three years (for Messrs. Strayton and Rothstein), two years for Messrs. Dormer and Maisch, and one year for Mr. Jones. The agreements automatically renew daily unless notice is provided. If notice of non-renewal is provided, then the term of the agreement continues until the scheduled expiration date, unless an earlier termination date is agreed upon. The agreements automatically end on the last day of the calendar month in which Mr. Strayton reaches age 68 and Messrs. Rothstein, Dormer, Maisch and Jones reach age 65.

Under the agreements, each Named Executive Officer receives a base salary. The base salary is reviewed at least annually and may be increased, but not decreased without the executive’s prior written consent. For each calendar year beginning after a change in control (as defined below) of Provident Bank or Provident New York Bancorp, the Named Executive Officers’ annual salaries will be increased by a formula set forth in the agreements.

In addition to an annual salary, each Named Executive Officer is entitled to participate in the Company’s bonus and incentive compensation programs, equity compensation programs, retirement plans, and group life, health, dental and disability plans. Additionally, Mr. Strayton is entitled to reimbursement for membership in certain clubs, and is provided with an automobile. During fiscal year 2007, Mr. Strayton discontinued using a Company owned automobile. Gross up provisions for “excess parachute payments” under Internal Revenue Code Section 280G are provided for Messrs. Strayton and Rothstein only.

Pursuant to their employment agreements, Provident may terminate the Named Executive Officers’ employment at any time for “cause,” in which event the executives would have no right to receive compensation or other benefits for any period after termination.

Termination for “cause” may occur when an executive performs dishonest acts intended to benefit the executive personally, repeatedly fails to perform his duties and responsibilities, or is convicted of a serious crime.

In certain circumstances, the Named Executive Officers are entitled to severance pay. These circumstances include: (1) the executive’s voluntary resignation within one year following a demotion in title or duties, notice of non-renewal or change in control; (2) Provident’s termination of employment for any reason other than for cause; or (3) total and permanent disability.

The definition of change in control differs depending on whether or not payment under the agreement is deferred compensation subject to Code Section 409A.

When payments are not subject to Code Section 409A, a change in control includes:

• a change in control of a nature that would be required to be reported in response to Item 5.01(a) of the current report on Form 8-K; or

• a change in control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder; or

• certain other events involving the acquisition or potential acquisition of substantial amounts of the Company’s stock, significant changes in the composition of the Board, or events relating to fundamental changes where the Company is not the surviving institution.

Where the payments are subject to the deferred compensation restrictions under Code Section 409A, a change in control includes:

• a change in the ownership of Provident Bank or the Company;

• a change in the effective control of Provident Bank or the Company; or

• a change in the ownership of a substantial portion of the assets of Provident Bank or the Company.

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Under any of those circumstances, the executive’s severance package includes:

• lump sum payments in the amount of the executive’s present value of salary for the remaining unexpired term of agreement (for three years in the event of a change in control for Messrs. Strayton, Rothstein, Dormer and Maisch; Mr. Jones receives two years in the event of a change in control) offset by any disability payments;

• continuation of life, health and disability insurance benefits for the remaining unexpired term of agreement (for three years in the event of a change in control for Messrs. Strayton, Rothstein, Dormer and Maisch; Mr. Jones receives two years in the event of a change in control);

• continued health insurance for the executive and spouse for their remaining lifetimes (Mr. Strayton only);

• payments relating to Provident Bank’s Defined Benefit Pension Plan, 401(k) Plan, Employee Stock Ownership Plan and Supplemental Executive Retirement Plan;

• lump sum payments calculated by multiplying the average of prior years’ incentive compensation earned by a specified number (Messrs. Strayton and Rothstein are entitled to lump sum payments equal to three times the average of the prior three years’ incentive compensation earned; Messrs. Dormer and Maisch are entitled to lump sum payment equal to two times the average of the prior two years’ incentive compensation earned; and Mr. Jones is entitled to a lump sum payments equal to one times the average of the prior year’s incentive compensation earned);

• vesting of stock options in accordance with the terms of the plan under which they were granted, except if employment follows a change in control, then all stock or stock-based awards will be fully vested; and

• reimbursement in the event the executive is subject to an excise tax on payments made under the agreement in connection with a change in control or if severance benefits are reduced due to any regulatory restrictions (Messrs. Strayton and Rothstein only.)

Notwithstanding the foregoing, to the extent required by regulations or interpretations of the Office of Thrift Supervision, all severance payments under the Agreement will be reduced so that the amount does not exceed three times the executive’s average annual compensation over the most recent five taxable years. Furthermore, to the extent necessary to comply with Internal Revenue Code Section 409A, the payment of severance benefits to Messrs. Strayton, Rothstein, Dormer, Maisch and Jones may be delayed six months.

In the event that the Named Executive Officer’s employment terminates on account of death, voluntary resignation without good reason, or retirement, Provident must pay the executive his earned but unpaid salary as of the date of termination, and provide benefits to which he is entitled as a former employee under Provident’s employee benefit plans and programs and compensation plans and programs.

Each agreement provides that, for a period of one year following the date of his termination of employment, the Named Executive Officers shall not compete with Provident Bank except in the event of a change in control. These provisions can be waived with the written consent of the Company. Additionally, the agreements provide that the Named Executive Officers must reasonably cooperate with Provident in the event that litigation is brought against Provident or its subsidiaries (provided that the litigation is not between the executive and Provident). No duration is specified for the cooperation provision. All payments and benefits to the Named Executive Officers are subject to their compliance with these non-solicitation, non-competition, and cooperation provisions of their employment agreements.

The amounts payable by Provident to each executive officer in the event of termination, death or disability, or retirement, are set out in the following chart assuming the event occurred on September 28, 2007:

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GEORGE STRAYTON, PRESIDENT AND CEO

Event (a)	Base Salary ($) (b)		Incentive Compensation ($) (c)		Early Vesting of Stock Awards ($) (d)		Early Vesting of Stock Options ($) (e)		ESOP ($) (f)		401k ($) (g)		SERP ($) (h)		Medical ($) (i)		Exec Life ($) (j)		Estimated Gross up Excise Tax Payment (k)		Total ($) (l)
Termination - Change in Control	$	1,482,771	$	330,175	$	917,700	$	19,440	$	68,658	$	37,536	$	165,589	$	141,210	$	161,558	$	1,283,245	$	4,607,882
Termination With Bank Liability / Disability	$	1,320,726	$	330,175	$	917,700	$	9,720	$	68,658	$	37,536	$	165,589	$	141,210	$	161,558		—	$	3,152,872
Termination Without Bank Liability - For Cause or Voluntary Resignation		—		—		—		—		—		—		—		—		—		—	$	0
Death		—		—	$	917,700	$	9,720		—		—		—		—		—		—	$	927,420
Retirement		—		—	$	917,700	$	9,720		—		—		—		—		—		—	$	927,420

OTHER EXECUTIVE OFFICERS

Event (a)	Base Salary ($) (b)		Incentive Compensation ($) (c)		Early Vesting of Stock Awards ($) (d)		Early Vesting of Stock Options ($) (e)		ESOP ($) (f)		401k ($) (g)		SERP ($) (h)		Medical ($) (i)		Exec Life ($) (j)		Estimated Gross up Excise Tax Payment (k)		Total ($) (l)
Termination - Change in Control
Daniel G. Rothstein	$	763,237	$	115,916	$	340,860	$	6,480	$	68,658	$	37,536	$	21,688	$	14,546	$	64,336	$	634,356	$	2,067,613
Richard O. Jones	$	462,136	$	49,556	$	65,550	$	6,480	$	61,552	$	25,643	$	6,433	$	23,681	$	63,423		—	$	764,454
Stephen G. Dormer	$	689,879	$	75,044	$	294,975	$	6,480	$	68,658	$	37,536	$	8,280	$	37,326	$	26,386		—	$	1,244,564
Paul A. Maisch	$	689,879	$	73,231	$	183,540	$	19,080	$	68,658	$	37,536	$	2,435	$	37,326	$	55,300		—	$	1,166,985
Termination With Bank Liability / Disability
Daniel G. Rothstein	$	679,826	$	115,916	$	340,860	$	3,240	$	68,658	$	37,536	$	21,688	$	14,546	$	64,336		—	$	1,346,606
Richard O. Jones	$	217,076	$	49,556	$	0	$	0	$	33,588	$	13,141	$	3,296	$	11,277	$	30,202		—	$	358,136
Stephen G. Dormer	$	419,788	$	75,044	$	294,975	$	3,240	$	61,552	$	25,643	$	5,656	$	23,681	$	16,741		—	$	926,320
Paul A. Maisch	$	419,788	$	73,231	$	0	$	0	$	61,552	$	25,643	$	1,664	$	23,681	$	35,084		—	$	640,643
Termination Without Bank Liability - For Cause or Voluntary Resignation		—		—		—		—		—		—		—		—		—		—	$	0
Death
Daniel G. Rothstein		—		—	$	340,860	$	3,240		—		—		—		—		—		—	$	344,100
Richard O. Jones		—		—	$	65,550	$	3,240		—		—		—		—		—		—	$	68,790
Stephen G. Dormer		—		—	$	294,975	$	3,240		—		—		—		—		—		—	$	298,215
Paul A. Maisch		—		—	$	183,540	$	15,840		—		—		—		—		—		—	$	199,380
Retirement
Daniel G. Rothstein		—		—	$	340,860	$	3,240		—		—		—		—		—		—	$	344,100
Richard O. Jones		—		—	$	0	$	0		—		—		—		—		—		—	$	0
Stephen G. Dormer		—		—	$	294,975	$	3,240		—		—		—		—		—		—	$	298,215
Paul A. Maisch		—		—	$	0	$	0		—		—		—		—		—		—	$	0

Column Notes:

(a) Termination with Bank Liability/Disability refers to a termination other than a change in control with Bank liability or in the event of the disability of the employee.

(b) The amount represents the present value of base salary at a 5% discount rate that the officers would have earned for 12-36 months, pursuant to each executive’s employment agreement under a Change in Control or termination with bank liability/disability. For Mr. Strayton and Mr. Rothstein, the value represents 36 months. For Mr. Dormer and Mr. Maisch, the value represents 36 months for Change in Control and 24 months for termination with bank liability/disability, pursuant to their agreements. For Mr. Jones, the value is for 12 months due to termination with bank liability and 24 months under Change in Control pursuant to his employment agreement.

(c) For Mr. Strayton and Mr. Rothstein, the value represents the lump sum amount equal to the average of the prior three years’ bonus amounts earned under the incentive plan pursuant to their employment agreements. For Mr. Dormer and Mr. Maisch, the value is based on a lump sum amount equal to the average of the prior two years’ bonus amounts earned. For Mr. Jones, the value is based on the amount equal to one times the prior year’s incentive. In each case, the calculations are pursuant to the executive’s employment agreement.

(d) All outstanding unvested shares of restricted stock would become vested pursuant to the plan upon (i) Change in Control, (ii) death or disability, and (iii) upon retirement, except for Mr. Jones and Mr. Maisch, who will not be eligible for early vesting under retirement. The amount shown represents the value of the unvested restricted stock award held by the executive based on the closing stock price on 9/30/2007 of $13.11 per share.

(e) All outstanding unvested stock options would become vested pursuant to the plan upon Change in Control. In the event of death, disability, or retirement, the portion of the stock scheduled to vest in the calendar year of termination and in the following calendar year will be immediately vested. Mr. Jones and Mr. Maisch will not be eligible for early vesting under retirement. The amount represents the “in the money” value of the options based on the closing stock price on 9/30/2007 of $13.11.

(f) The amount represents the present value of ESOP contributions that the officers would have earned for 12-36 months under a Change in Control or termination with bank liability/disability. For Mr. Strayton and Mr. Rothstein, the value represents 36 months. For Mr. Dormer and Mr. Maisch, the value represents 36 months for a Change in Control and 24 months for termination with bank liability/disability. For Mr. Jones, the value is for 12 months due to termination with bank liability/disability and 24 months under Change in Control.

(g) The amount represents the present value of 401(k) match and profit sharing contributions that the officers would have earned for 12-36 months under a Change in Control or termination with bank liability/disability. For Mr. Strayton and Mr. Rothstein, the value represents 36 months. For Mr. Dormer and Mr. Maisch, the value represents 36 months for a Change in Control and 24 months for termination with bank liability/disability. For Mr. Jones, the value is for 12 months due to termination with bank liability/disability and 24 months under Change in Control.

(h) The amount represents a present value of the lump sum SERP contributions that the officers would have earned for 12-36 months under a Change in Control or termination with bank liability/disability. For Mr. Strayton and Mr. Rothstein, the value represents 3 times the amount received for the year ending 9/30/2007. For Mr. Dormer and Mr. Maisch, the value represents 3 times the amount received for the year ending 9/30/2007 under a Change in Control and 2 times the amount received for the year ending 9/30/2007 under termination with bank liability/disability. For Mr. Jones, the value represents 2 times the amount received for the year ending 9/30/2007 under a Change in Control and 1 times the amount received for the year ending 9/30/2007 under termination with bank liability/disability.

(i) The amount represents 12-36 months of medical group health coverage with premiums shared by the bank and the executive. The executive is responsible for 30% of the premium. Premium cost increases of 10% per year have been included. The amount for Mr. Strayton and Mr. Rothstein represents 36 months. For Mr. Strayton, the amount also includes the present value of the employer paid lifetime medical insurance for him and his spouse, assuming 25 year life expectancy. The amount for Mr. Dormer and Mr. Maisch represents 36 months under Change in Control and 24 months for termination with bank liability/disability. The amount for Mr. Jones represents 24 months under Change in Control and 12 months for termination with bank liability/disability.

(j) The amount represents 12-36 months of executive life insurance coverage. Premium cost increases of 10% per year have been included. The amount for Mr. Strayton and Mr. Rothstein represents 36 months. The amount for Mr. Dormer and Mr. Maisch represents 36 months under Change in Control and 24 months for termination with bank liability/disability. The amount for Mr. Jones represents 24 months under Change in Control and 12 months for termination with bank liability/disability.

(k) This severance payment is subject to the Code Section 280G which limits the amount of “termination payments” that can be paid in connection with a change in control to 2.99 times the executive’s “base amount.” The “base amount” amount is the average of the past five completed taxable years’ Form W2 compensation “from Box 1 of Form W2.” Exceeding this limit will cause the executive to pay a 20% excise tax on any excess parachute payment. The employment agreements in effect for Mr. Strayton and Mr. Rothstein provide that Provident will indemnify them for the 20% Federal excise tax.

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Compensation of Directors

DIRECTOR COMPENSATION

FISCAL YEAR 2007

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)			Option Awards ($) (d)			Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Values and Non Qualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)		Total ($) (h)
William Helmer - Chairman	$	112,000	$	80,635		$	28,398		—	—	$	4,396	$	225,429
Dennis Coyle	$	58,000	$	80,635		$	28,398		—	—	$	4,396	$	171,429
Judith Hershaft	$	45,000	$	43,656		$	28,398		—	—	$	2,380	$	119,434
Thomas Jauntig	$	46,750	$	43,656		$	28,398		—	—	$	2,380	$	121,184
Thomas Kahn	$	41,500				$	28,398		—	—		—	$	69,898
Michael Kennedy	$	51,500				$	28,398		—	—		—	$	79,898
Victoria Kossover	$	46,000				$	28,398		—	—		—	$	74,398
Donald McNelis	$	45,500	$	80,635		$	33,204	(1)	—	—	$	4,396	$	163,735
Richard Nozell	$	46,750	$	80,635		$	28,398		—	—	$	4,396	$	160,179
Carl Rosenstock	$	52,000				$	28,398		—	—		—	$	80,398
William Sichol	$	38,000	$	80,635		$	28,398		—	—	$	4,396	$	151,429
Burt Steinberg	$	47,250	$	43,656		$	28,398		—	—	$	2,380	$	121,684
F. Gary Zeh	$	6,000	$	282,223	(2)	$	56,795	(2)	—	—	$	2,198	$	347,216

Column Notes:

(c)	Represents the compensation cost recognized for the fiscal year in connection with restricted stock of Provident granted to the director, regardless of the year of grant and calculated in accordance with Statement of Financial Accounting Standards 123R for financial statement purposes. The market value on the date of the grant was $12.84 per share. See Item 8 of Provident’s Annual Report on Form 10-K for the year ended September 30, 2007 at page 83 for detail of valuation assumptions.
(d)	Represents the compensation cost recognized for the fiscal year for options to purchase shares of Provident common stock outstanding, regardless of the year of grant and calculated in accordance with FAS 123R for financial statement purposes. The 2004 Stock Awards are expensed at the fair market value (FMV) of $3.08. See Item 8 of Provident’s Annual Report on Form 10-K for the year ended September 30, 2007 at pages 84-5 for detail of valuation assumptions.
(c) & (d) (2)	Includes amounts from accelerated vesting of Stock Awards and Option Awards due to the retirement of Mr. Zeh on 2/15/07.
(d) (1)	Includes the reload grant of 1,406 at $13.78 from the exercise of 5,542 shares on 8/20/07, computed in accordance with FAS 123R at grant date FMV $3.4187.
(g)	Dividends paid during Fiscal Year 2007 on unvested shares of restricted stock

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The following table represents the outstanding equity awards and options for each director as of fiscal year end September 30, 2007:

OUTSTANDING EQUITY AWARDS AND OPTIONS

AS OF SEPTEMBER 30, 2007

	Option Awards	Stock Awards (RRPs)
Name (a)	Underlying Unexercised Options (#) (b)	Number of Shares of Stock that have not Vested (#) (c)
William Helmer - Chairman	91,047	15,700
Dennis Coyle	64,133	15,700
Judith Hershaft	94,855	8,500
Thomas Jauntig	94,855	8,500
Thomas Kahn	46,100	—
Michael Kennedy	46,100	—
Victoria Kossover	46,100	—
Donald McNelis	72,770	15,700
Richard Nozell	89,855	15,700
Carl Rosenstock	46,100	—
William Sichol	94,855	15,700
Burt Steinberg	94,845	8,500
F. Gary Zeh	81,787	—

Table Note: F. Gary Zeh retired as director as of 2/15/07.

Director Compensation

Fees. Directors of Provident Bank receive an annual retainer fee of $24,000. Chairman Helmer receives a retainer fee of $80,000. Directors also receive a fee of $1,000 per board meeting attended and $500 per committee meeting attended. The chairman of each committee (with the exception of Chairman Helmer) receives an additional $2,000 per year. Directors who are also employees of the Company are not eligible to receive any fees for their service as a director.

Deferred Compensation Agreements. Provident has entered into non-qualified deferred compensation agreements for the benefit of each of its directors who elect to defer all or a portion of their board fees earned during a calendar year. The deferred compensation agreements provide that a director who is also an employee may defer receipt of all or a portion of the incentive compensation paid to him or her in the person’s capacity as an employee during the year. Subject to some limitations imposed by established law, rules, and procedures, each director may express to the Committee appointed to administer the agreement a preference as to how the director’s deferral account should be invested. A portion of each director’s deferral account may be invested in phantom shares of common stock.

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When a director reaches age 75, the director’s account is generally paid to him or her in quarterly installments continuing for five years. Amounts deferred as phantom shares of common stock will be distributed as shares of common stock for Messrs. McNelis, Sichol and Strayton. A director may ask to receive distributions from his or her account prior to age 75, or that such distributions be paid over a longer period of time of not more than ten years. In the event of the director’s death, the account would be paid to the director’s designated beneficiary in the same manner as it would otherwise have been paid to the director, if living, commencing in the first calendar quarter after death. A director may also request an early distribution from his or her account in the event the director suffers a hardship. The granting of a hardship distribution is within the sole discretion of the Board and any hardship distribution is limited to the amount reasonably necessary to meet the hardship. Upon a change in control, a director may elect to have any phantom shares of common stock distributed in cash.

All obligations arising under the deferred compensation agreements are payable from Provident’s general assets; however, Provident has established a rabbi trust to help ensure that sufficient assets will be available to pay the benefits under the deferred compensation agreements. The investments under the deferred compensation agreements, as well as the distributions to the participating directors, are handled by an independent trustee, which holds and accumulates the assets set aside to pay the benefits under the agreements.

Compensation Committee Interlocks and Insider Participation

The Executive Compensation Committee consists of Directors Steinberg, who serves as Chairman, Helmer, Coyle, and McNelis, each of whom is “independent” in accordance with the Nasdaq Marketplace Rules. No member of the Executive Compensation Committee during the fiscal year ended September 30, 2007, or currently, was an employee or officer or former employee or officer of the Company or any of its subsidiaries.

The Executive Compensation Committee is responsible for recommending increases in the salary of the President and CEO to the Board of Directors. The Committee is also responsible for recommending for approval all executive officer salaries for our executive officers based on recommendations from our President and CEO. The Committee also determines annual cash incentive payments to the CEO and other executive officers in accordance with the terms of the Executive Officer Incentive Plan. Determinations with respect to grants under stock benefit plans are made by the Committee, excluding any director who is not considered “disinterested” for purposes of Section 162(m) of the Internal Revenue Code. Mr. Coyle does not qualify as disinterested under Section 162(m).

Provident Bank leases one of its branch offices from Director Dennis L. Coyle. The lease calls for monthly rental payments, which totaled approximately $50,000 for the last fiscal year, with annual increases of $1,440 per year until maturity on April 30, 2009. In addition, the Bank is responsible for 4/9 of all real estate taxes and certain common charges associated with the property. During the fiscal year ended September 30, 2007, these additional amounts were $14,854. Provident Bank has an option to renew the lease for five years at a rent to be agreed upon.

Provident has established policies for review, approval or ratification of transactions with related persons, as discussed below in “Certain Relationships and Related Transactions.”

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Provident 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, 2007, 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	2,504,294	$	10.20	464,647
Recognition and Retention Plan (1)	340,700		N/A	83,033
Total (2)	2,844,994	$	10.20	547,680

(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.

Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports with the Company and the Securities and Exchange Commission regarding such ownership. The following table sets forth, as of December 24, 2007, certain information with respect to the shares of common stock beneficially owned by (i) stockholders known to the Company to own more than 5% of the outstanding shares of common stock, (ii) each of the Company’s directors and Named Executive Officers, and (iii) all of the Company’s executive officers and directors as a group.

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Name(1)	Amount of Shares Owned and Nature of Beneficial Ownership(2)		Percent of Shares Of Common Stock Outstanding(3)
Dimensional Fund Advisors 1299 Ocean Avenue Santa Monica, CA 90401	3,525,199	(4)	8.8	%
Provident New York Bancorp Employee Stock Ownership Plan 400 Rella Boulevard Montebello, NY 10901	2,077,037	(5)	5.2	%(5)
Dennis L. Coyle	495,671		1.2	%
Stephen G. Dormer	206,397		*
William F. Helmer	467,560		1.1	%
Judith Hershaft	177,545		*
Thomas F. Jauntig, Jr.	118,673		*
Richard O. Jones	46,605		*
Thomas G. Kahn	1,184,449	(6)	2.9	%
R. Michael Kennedy	146,565		*
Victoria Kossover	32,014		*
Paul A. Maisch	141,587		*
Donald T. McNelis	256,352		*
Richard A. Nozell	180,133		*
Carl J. Rosenstock	102,522		*
Daniel G. Rothstein	371,867		*
William R. Sichol, Jr.	270,597		*
Burt Steinberg	219,059		*
George Strayton	897,513		2.2	%
All Directors and Executive Officers as a Group (17)	5,315,109		12.8	%

Column Notes:

^* Less than 1%

(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner of any shares of common stock over which he has sole or shared voting or investment power, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. This includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.

(2) This column includes the following number of shares that can be acquired pursuant to stock options exercisable within 60 days of December 24, 2007:

Mr. Coyle (45,693);	Mr. Dormer (102,554);	Mr. Helmer (72,607);
Ms. Hershaft (76,415);	Mr. Jauntig (76,415);	Mr. Jones (36,000);
Ms. Kossover (27,660);	Mr. Kahn (27,660)	Mr. Kennedy (27,660);
Mr. Maisch (75,244);	Mr. McNelis (54,330);	Mr. Nozell (71,415);
Mr. Rosenstock (27,660);	Mr. Rothstein (73,741);	Mr. Sichol, Jr. (76,415);
Mr. Steinberg (76,405);	Mr. Strayton (386,524);
All directors and executive officers as a group (1,334,398).

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This column also includes the following number of shares that have been deferred pursuant to a non-qualified deferred compensation plan as of December 24, 2007:

Mr. McNelis (71,622);	Mr. Nozell (4,699);	Mr. Sichol, Jr. (49,947);
Mr. Strayton (52,394);
All directors and executive officers as a group (178,662).

(3) As of December 24, 2007 Provident New York Bancorp had 40,125,457 shares of common stock outstanding.

(4) Based on a schedule 13-F filed with the SEC as of September 30, 2007.

(5) Includes shares owned by executive officers of Provident New York Bancorp.

(6) Also includes 977,279 shares held by Kahn Brothers Group, Inc., 18,055 shares held as custodian and 6,872 shares held as trustee. Mr. Kahn disclaims beneficial ownership of these shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions With Certain Related Persons

A number of our directors and officers and certain business organizations associated with them have been customers of our banking subsidiary. During the year ended September 30, 2007, all extensions of credit to these persons have been made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with others and did not involve more than the normal risk of collectibility or present other unfavorable features.

Provident Bank leases one of its branch offices from Director Dennis L. Coyle. The lease calls for monthly rental payments, which totaled approximately $50,000 for the last fiscal year, with annual increases of $1,440 per year until maturity on April 30, 2009. In addition, the Bank is responsible for 4/9 of all real estate taxes and certain common charges associated with the property. During the fiscal year ended September 30, 2007, these additional amounts were $14,854. Provident Bank has an option to renew the lease for five years at a rent to be agreed upon.

During the year ended September 30, 2007, $444,633 in legal fees were paid to the law firm of Freeman & Loftus, RLLP for services rendered on behalf of Provident New York Bancorp and Provident Bank, the majority of which are fees paid by borrowers in the ordinary course of business for loans originated by Provident Bank. Director William R. Sichol is the brother-in-law of a partner of that law firm.

We have adopted written policies to implement the requirements of Regulation O of the Federal Reserve Board, which restricts the extension of credit to directors and executive officers and their related interests. Regulation O is made applicable to Provident Bank by provisions of the Home Owners’ Loan Act and the Regulations of the Office of Thrift Supervision. Under these policies, extensions of credit that exceed regulatory thresholds must be approved by the board of directors of Provident Bank.

Consistent with the Company’s Code of Ethics, proposed transactions with Related Persons are disclosed to the Corporate Governance Committee of the Board of Directors, which must approve such transactions to the extent required under the Code of Ethics. The director or executive officer is required to disclose all non-privileged information the person has, and thereafter may not partake in any decision-making process. The Corporate Governance Committee evaluates the transaction, and may approve, reject, or set other conditions in its discretion. To qualify for approval, a transaction must be on the same terms, conditions, and costs as would be reasonable if entered into with an unrelated third party. In the case of a proposed transaction with or related to a director, the Corporate Governance Committee will also consider the effect, if any, the transaction would have on the independence of the director.

Director Independence

The Board of Directors has determined that each of Provident’s directors, with the exception of Messrs. Strayton and Sichol, is “independent” as defined in Rule 4200(a)(15) of the listing standards of the Nasdaq Marketplace Rules. In

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reaching these determinations, the Board considers any extensions of credit by Provident Bank to a director and a director’s other interests. The Board considered the lease transaction between Director Dennis L. Coyle and Provident Bank, discussed above in “Transactions with Certain Related Persons,” and determined that Mr. Coyle qualifies as “independent.” Payments under this lease totaled approximately $65,000 for the fiscal year ended September 30, 2007.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees. The aggregate fees billed to us by Crowe Chizek and Company LLC for professional services rendered by Crowe Chizek and Company LLC for the audit of our annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by Crowe Chizek and Company LLC in connection with statutory and regulatory filings and engagements was $412,250 during the fiscal year ended September 30, 2007. The aggregate fees billed to us by KPMG LLP for professional services rendered by KPMG LLP for the audit of our annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that were normally provided by KPMG LLP in connection with statutory and regulatory filings and engagements was $745,000 during the fiscal year ended September 30, 2006.

Audit Related Fees. There were no aggregate fees billed to us by Crowe Chizek and Company LLC for assurance and related services rendered by Crowe Chizek and Company LLC that are reasonably related to the performance of the audit of and review of the financial statements and that are not already reported in “Audit Fees,” during the fiscal year ended September 30, 2007. The aggregate fees billed to us by KPMG LLP for assurance and related services rendered by KPMG LLP that are reasonably related to the performance of the audit of and review of the financial statements and that are not already reported in “Audit Fees,” above, was $95,000 during the fiscal year ended September 30, 2006.

Tax Fees. The aggregate fees billed to us by Crowe Chizek and Company LLC for professional services rendered by Crowe Chizek and Company LLC for tax consultations and tax compliance was $146,000 during the fiscal year ended September 30, 2007. The aggregate fees billed to us by KPMG LLP for professional services rendered by KPMG LLP for tax consultations and tax compliance was $101,000 during the fiscal year ended September 30, 2006.

All Other Fees. There were no fees billed to us by Crowe Chizek and Company LLC during the fiscal year ended September 30, 2007 that are not described above. There were no fees billed to us by KPMG LLP during the fiscal year ended September 30, 2006 that are not described above.

The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by an independent registered public accounting firm, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee pre-approved 100% of the audit related fees and tax fees described above during the fiscal years ended September 30, 2007, and 2006.

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PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) (3) Exhibits

3.2	Bylaws of Provident New York Bancorp, as amended
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURE

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

	Provident New York Bancorp
Date: January 25, 2008	By:	/s/ Paul A. Maisch
		Paul A. Maisch
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Provident New York Bancorp, Inc.

Form 10-K/A

for the Fiscal Year Ended September 30, 2007

3.2	Bylaws of Provident New York Bancorp, as amended
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002

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EX-3.2

EXHIBIT 3.2

BYLAWS

OF

PROVIDENT NEW YORK BANCORP

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

A. An annual meeting of the stockholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

B. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation’s notice with respect to such meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section.

C. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in sub clause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days prior to the date of the Corporation’s proxy materials for the preceding year’s annual meeting of stockholders (“Proxy Statement Date”); provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the 10^th day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the elections of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of,

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in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

D. Notwithstanding anything in the second sentence of the third paragraph of this Section 1 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 85 days prior to the Proxy Statement Date, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

E. Only persons nominated in accordance with the procedures set forth in this Section 1 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. The chairman of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

F. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones New Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

G. Notwithstanding the foregoing provisions of this Section 1, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 1. Nothing in this Section 1 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 2. Special Meetings.

A. Special meetings of the stockholders, other than those required by statute, may be called at any time by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The Board of Directors may postpone or reschedule any previously scheduled special meeting.

B. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in Section 1 of this ARTICLE I. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by the third paragraph of Section 1 of this ARTICLE I shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90^th day prior to such special meeting or the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected as such meeting.

C. Notwithstanding the foregoing provisions of this Section 2, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 2. Nothing in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 3. Notice of Meetings.

Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

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When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy (after giving effect to the provisions of ARTICLE FOURTH of the Corporation’s Certificate of Incorporation), shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of those represented in person or by proxy (after giving effect to the provisions of ARTICLE FOURTH of the Corporation’s Certificate of Incorporation) shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present in person or by proxy constituting a quorum, then except as otherwise required by law, those present in person or by proxy at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

Such person as the Board of Directors may have designated or, in the absence of such a person, the Chairman of the Board of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

Section 6. Conduct of Business.

The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders, will vote at the meeting shall be announced at the meeting.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Any facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph, may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

All voting, including on the election of Directors but excepting where otherwise required by law or by the governing documents of the Corporation, may be made by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballot, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedures established for the meeting. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or

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alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

All elections of Directors shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting in the manner provided by law.

The stock list shall also be open to the examination of any such stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Subject to the rights of the holders of any class of series of preferred stock of the Corporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE II - BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office.

The business and affairs of the Corporation shall be under the direction of its Board of Directors. The number of Directors who shall constitute the Whole Board shall be such number as the Board of Directors shall from time to time have designated, except in the absence of such designation such number shall be thirteen (13). Amended 2-15-07. The Board of Directors shall annually elect a Chairman of the Board from among its members who shall, when present, preside at its meetings.

The Directors, other than those who may be elected by the holders of any class or series of Preferred Stock, shall be divided, with respect to the time for which they severally hold office, into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years, thereafter, with each Director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each Director to hold office until his or her successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any class or series of Preferred Stock, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause may be filled only by a majority vote of the Directors then in office (and not by stockholders), though less than a quorum, and Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such Director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent Director.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all Directors. A notice of each regular meeting shall not be required.

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Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by one-third (1/3) of the Directors then in office (rounded up to the nearest whole number), by the Chairman of the Board or the Chief Executive Officer and shall be held at such place, on such date, and at such time as they, or he or she, shall fix. Notice of the place, date, and time of each such special meeting shall be given each Director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission or electronic transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

With the prior approval of the Chairman of the Board, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at such meetings, provided that a member may not participate in such manner in more than two (2) board meetings per year.

Section 7. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic from if the minutes are maintained in electronic form.

Section 8. Powers.

The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1) To declare dividends, from time to time in accordance with law;

(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(3) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any Officer of the Corporation with or without cause, and from time to time to devolve the powers and duties of any Officer upon any other person for the time being;

(5) To confer upon any Officer of the Corporation the power to appoint, remove and suspend subordinate Officers, employees and agents;

(6) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for Directors, Officers, employees and agents of the Corporation and its subsidiaries as it may determine;

(7) To adopt from time to time such insurance, retirement, and other benefit plans for Directors, Officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,

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(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the Corporation’s business and affairs.

Section 9. Compensation of Directors.

Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as Directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Qualification.

Any Person nominated, appointed or elected to the Board of Directors, or serving on the Board of Directors, in order to qualify as such, shall own at least 100 shares of the Corporation’s common stock. Amended 12-19-06

Any person nominated, appointed or elected to the Board of Directors, in order to qualify as such, shall reside or work in a county in which Provident Bank (the banking subsidiary of the Corporation) maintains an office or in a county contiguous to a county in which Provident Bank maintains an office. So long as the person serves as a Director continuously thereafter, this requirement applies only at the time of first (1) nomination and election, or (2) appointment. Amended 12-19-06

(Note: Article II, Section 10A – Age Limitation deleted 5-24-07)

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the Board of Directors, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for these committees and any others provided for herein, elect a Director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Committees and committee membership shall be recommended to the Board of Directors by the Chairman of the Board of Directors. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of three (3) members, in which case two (2) members shall constitute a quorum, or unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic from if the minutes are maintained in electronic form.

Section 3. Nominating Committee

The Board of Directors shall appoint a committee of the Board, consisting of not less than three (3) members, which shall have authority (a) to review any nominations for election to the Board of Directors made by a stockholder of the Corporation pursuant to Section 1(B.)(c) of ARTICLE I of these Bylaws in order to determine compliance with such Bylaw and (b) to recommend to the independent Directors nominees for election to the Board of Directors to replace those Directors whose terms expire at the annual meeting of stockholders next ensuing.

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ARTICLE IV - OFFICERS

Section 1. Generally.

(a) The Board of Directors as soon as may be practicable after the annual meeting of stockholders shall choose a Chairman of the Board, a Chief Executive Officer and President, one or more Vice Presidents, and a Secretary and from time to time may choose such other officers as it may deem proper. The Chairman of the Board shall be chosen from among the Directors. Any number of offices may be held by the same person.

(b) The term of office of all Officers shall be until the next annual election of Officers and until their respective successors are chosen but any Officer may be removed from office at any time by the affirmative vote of a majority of the authorized number of Directors then constituting the Board of Directors (without prejudice to contract rights under any employment agreement that may have been entered into).

(c) All Officers chosen by the Board of Directors shall have such powers and duties as generally pertain to their respective Offices, subject to the specific provisions of this ARTICLE IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof.

Section 2. Chairman of the Board of Directors.

The Chairman of the Board shall, subject to the provisions of these Bylaws and to the direction of the Board of Directors, serve in general executive capacity and unless the Board has designated another person, when present, shall preside at all meetings of the stockholders of the Corporation. The Chairman of the Board shall perform all duties and have all powers which are commonly incident to the office of Chairman of the Board or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized.

Section 3. Chief Executive Officer and President.

The Chief Executive Officer and President (the “Chief Executive Officer”) shall have general responsibility for the management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the offices of Chief Executive Officer and President or which are delegated to him or her by the Board of Directors. Subject to the direction of the Board of Directors, the Chief Executive Officer shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision of all of the other Officers (other than the Chairman of the Board), employees and agents of the Corporation.

Section 4. Vice President.

The Vice President or Vice Presidents shall perform the duties of the Chief Executive Officer in his or her absence or during his or her inability to act. In addition, the Vice Presidents shall perform the duties and exercise the powers usually incident to their respective offices and/or such other duties and powers as may be properly assigned to them by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. A Vice President or Vice Presidents may be designated as Executive Vice President or Senior Vice President.

Section 5. Secretary.

The Secretary or Assistant Secretary shall issue notices of meetings, shall keep their minutes, shall have charge of the seal and the corporate books, shall perform such other duties and exercise such other powers as are usually incident to such office and/or such other duties and powers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. Subject to the direction of the Board of Directors, the Secretary shall have the power to sign all stock certificates.

Section 6. Assistant Secretaries and Other Officers.

The Board of Directors may appoint one or more Assistant Secretaries and such other Officers who shall have such powers and shall perform such duties as are provided in these Bylaws or as may be assigned to them by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 7. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the Chief Executive Officer or any Officer of the Corporation authorized by the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to, any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the Chairman of the Board or the Chief Executive Officer, and by the Secretary or an Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

The Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Amended 8-23-07)

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of ARTICLE V of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment or rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - NOTICES

Section 1. Notices.

If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

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Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, Director, Officer, employee or agent, or waiver by electronic transmission by such person, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, Director, Officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII - MISCELLANEOUS

Section 1. Facsimile Signatures.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 2. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or an assistant to the Treasurer.

Section 3. Reliance Upon Books, Reports and Records.

Each Director, each member of any committee designated by the Board of Directors, and each Officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its Officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such Director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

The fiscal year of the Corporation shall end on September 30 of every year.

Section 5. Time Periods.

In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII - AMENDMENTS

The Board of Directors may amend, alter or repeal these Bylaws at any meeting of the Board. The stockholders shall also have power to amend, alter or repeal these Bylaws at any meeting of stockholders provided notice of the proposed change was given in the notice of the meeting; provided, however, that, notwithstanding any other provisions of the Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the voting stock required by law, the Certificate of Incorporation, any Preferred Stock Designation or these Bylaws, the affirmative votes of the holders of at least 80% of the voting power of all the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of Directors (after giving effect to the provisions of ARTICLE FOURTH), voting together as a single class, shall be required to alter, amend or repeal any provisions of these Bylaws.

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EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, George Strayton, certify that:

1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Provident New York Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 25, 2008	/s/ George Strayton
	George Strayton
	President and Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Paul A. Maisch, certify that:

1. I have reviewed this Amendment No. 2 to the Annual Report on Form 10-K/A of Provident New York Bancorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 25, 2008	/s/ Paul A. Maisch
	Paul A. Maisch
	Executive Vice President and Chief Financial Officer

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EX-32

EXHIBIT 32

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

George Strayton, Chief Executive Officer and Paul A. Maisch, Chief Financial Officer of Provident New York Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Amendment No. 2 to the annual report on Form 10-K/A for the fiscal year ended September 30, 2007 and that to the best of his knowledge:

(1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 25, 2008	/s/ George Strayton
	George Strayton
	President and Chief Executive Officer
Date: January 25, 2008	/s/ Paul A. Maisch
	Paul A. Maisch
	Executive Vice President and Chief Financial Officer

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