Exhibit 99.5

PROVIDENT BANCORP, INC. STOCK OFFERING

TABLE OF CONTENTS
-----------------

CORRESPONDENCE
- --------------

Letter To VRD Members (Eligible to Vote)
Letter To Closed ERD and SERD Accounts (Can Buy, Not Vote)
Potential Investor Letter (Call - Ins and Prospects)
Ryan, Beck "Broker Dealer" Letter
Stock Order Acknowledgment Letter
Stock Certificate Mailing Letter
Stockgram
Proxygram

ADVERTISEMENTS
- --------------

Tombstone Newspaper Advertisement, if desired
Lobby Poster

BROCHURES
- ---------

Invitation (and Lobby Poster)
Marketing Folder and Mission Statement
Q&A Brochure

FORMS
- -----

Stock Order Form
Proxy Card

LETTER TO MEMBERS ELIGIBLE TO VOTE
[Provident Bancorp Letterhead]

Dear Customer:

It is my pleasure to inform you of an investment opportunity and to request your
vote on our plan of corporate reorganization (The "Plan"). Pursuant to the
Plan, our organization will change from a mutual ("mutual", meaning no
stockholders) corporate structure to a mutual holding company corporate
structure, under which our organization will become partially stockholder-owned.

To effect the change, we are forming Provident Bancorp, Inc., a stock holding
company that will serve as Provident Bank's parent corporation. We will also
establish Provident Bancorp, MHC, a mutual holding company, which will be issued
the majority of Provident Bancorp, Inc.'s outstanding shares of common stock.
Up to __________ additional shares of Provident Bancorp, Inc. stock is now being
offered for sale to investors at a purchase price of $10 per share. Creation of
the two holding companies will increase our business flexibility, and the funds
raised in the Offering will increase our already strong capital base, to support
continued growth and expansion of products and services.

THE VOTE:
- ---------

YOUR VOTE IS IMPORTANT. We have received conditional regulatory approval, but
in order for us to implement the Plan, we must also receive the approval of
Provident Bank's customers eligible to vote on the Plan. Included herein is a
Proxy Statement describing the Plan and the business reasons for the change in
corporate structure. PLEASE VOTE AND SIGN THE PROXY CARD(S). PLEASE MAIL THE
CARD(S) IN THE ENCLOSED PROXY RETURN ENVELOPE, TO BE RECEIVED BY 10:00 A.M., NEW
YORK TIME, ON _________, 1998.

Our Board of Directors would like you to note that:
- - Not voting must be treated the same as voting against the Plan, so your
vote is very important. I hope you join our Board members in voting IN
FAVOR of the Plan.

- - Voting does not obligate you to purchase stock in the Offering.

The Plan will not result in changes to the account numbers or terms of your
deposit accounts or loans. Your deposit accounts will continue to be
insured by the FDIC.

- - The Plan does not involve outside companies or persons. Provident Bank
will remain independent and community-oriented. You will continue to enjoy
the same services in the same offices with the same staff.

THE STOCK OFFERING:
- -------------------

AS AN ELIGIBLE CUSTOMER OF PROVIDENT BANK, YOU HAVE A PURCHASE PRIORITY (BUT NO
OBLIGATION) TO BUY IN THE OFFERING. Those who purchase common stock in the
Offering will share the potential for

(over)

LETTER TO MEMBERS ELIGIBLE TO VOTE
Page 2

earnings and capital growth through possible receipt of dividends and possible
appreciation in the market value of the stock. There can, of course, be no
assurance that such benefits will be attained. Please read the enclosed
Prospectus carefully before making an investment decision.

If you would like to place an order for common stock, you may do so WITHOUT
PAYING A SALES COMMISSION. Please complete the enclosed Stock Order Form and
return it in the Stock Order Return Envelope, along with payment or
authorization to withdraw funds (without penalty for early withdrawal) from any
-------
Provident Bank passbook or certificate account(s) that you may have. ORDERS
MUST BE RECEIVED BY 10:00 A.M., NEW YORK TIME, ON ______, 1998.

IF YOU WISH TO PURCHASE STOCK THROUGH AN EXISTING PROVIDENT BANK IRA OR ANY
OTHER IRA YOU MAY HAVE, PLEASE CALL THE STOCK INFORMATION CENTER PROMPTLY, AS
IRA-RELATED PROCEDURES REQUIRE ADDITIONAL PROCESSING TIME.

Upon consummation of the Offering, we expect that Provident Bancorp, Inc. common
stock will be quoted on the Nasdaq National Market under the symbol "PBCP".

IF YOU HAVE ANY QUESTIONS, PLEASE REFER TO THE ENCLOSED QUESTION AND ANSWER
BROCHURE OR CALL OUR STOCK INFORMATION CENTER AT THE NUMBER SHOWN BELOW.

I hope that you will take advantage of this opportunity to share in our future.

Sincerely,

George Strayton
President and Chief Executive Officer

THIS LETTER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

- --------------------------------------------------------------------------------
QUESTIONS?

STOCK INFORMATION CENTER
(914) ___-____
9:00 A.M. TO 4:00 P.M., MONDAY THROUGH FRIDAY
LOCATED AT 400 RELLA BOULEVARD, MONTEBELLO

LETTER TO CLOSED ACCOUNTS (Can Buy, Not Vote)
[Provident Bancorp Letterhead]

Dear Friend:

It is my pleasure to inform you of an investment opportunity. Provident Bank,
currently a mutual saving bank ("mutual", meaning no stockholders), is in the
process of changing to the mutual holding company corporate structure, whereby
our organization will become partially stockholder-owned. To effect the change,
Provident Bancorp, Inc., a stock holding company that we are organizing to serve
as Provident Bank's parent, is conducting an offering of up to _______ shares of
its common stock at a purchase price of $10 per share.

AS AN ELIGIBLE DEPOSITOR OF PROVIDENT BANK ON DECEMBER 31, 1996, OR SEPTEMBER
30, 1998 WHOSE ACCOUNT WAS CLOSED THEREAFTER, YOU HAVE A PURCHASE PRIORITY IN
THE OFFERING. Please read the enclosed Prospectus carefully before making an
investment decision. If you choose to participate in the Offering, you may do
so WITHOUT PAYING A SALES COMMISSION. Please complete the enclosed Stock Order
Form and return it in the Stock Order Return Envelope, along with payment.
ORDERS MUST BE RECEIVED BY 10:00 A.M., NEW YORK TIME, ON __________, 1998.

IF YOU WISH TO PURCHASE STOCK THROUGH AN IRA, PLEASE CALL THE STOCK INFORMATION
CENTER PROMPTLY, AS IRA-RELATED PROCEDURES REQUIRE ADDITIONAL PROCESSING TIME.

Upon consummation of the Offering, we expect that Provident Bancorp, Inc.,
common stock will be quoted on the Nasdaq National Market under the symbol
"PBCP".

IF YOU HAVE ANY QUESTIONS, PLEASE REFER TO THE ENCLOSED QUESTION AND ANSWER
BROCHURE OR CALL THE STOCK INFORMATION CENTER AT THE NUMBER SHOWN BELOW.

I hope that you will take advantage of this opportunity to share in our future.

Sincerely,

George Strayton
President and Chief Executive Officer

- --------------------------------------------------------------------------------
QUESTIONS?

STOCK INFORMATION CENTER
(914) ___-____
9:00 A.M. TO 4:00 P.M., MONDAY THROUGH FRIDAY
LOCATED AT 400 RELLA BOULEVARD, MONTEBELLO

POTENTIAL INVESTOR LETTER
[Provident Bancorp Letterhead]

Dear Friend:

I am pleased to provide you an opportunity to learn about Provident Bancorp,
Inc. and its offering of up to _______ shares of common stock at a purchase
price of $10 per share.

Please read the enclosed Prospectus carefully before making an investment
decision. If you choose to participate in the Offering, you may do so WITHOUT
PAYING A SALES COMMISSION. Please complete the enclosed Stock Order Form and
return it in the Stock Order Return Envelope, along with payment. ORDERS MUST
BE RECEIVED BY 10:00 A.M., NEW YORK TIME, ON _______, 1998.

IF YOU WISH TO PURCHASE COMMON STOCK THROUGH AN IRA, PLEASE BE SURE TO CALL THE
STOCK INFORMATION CENTER PROMPTLY, AS IRA-RELATED PROCEDURES REQUIRE ADDITIONAL
PROCESSING TIME.

Upon consummation of the Offering, we expect that Provident Bancorp, Inc. common
stock will be quoted on the Nasdaq National Market under the symbol "PBCP".

IF YOU HAVE ANY QUESTIONS, PLEASE REFER TO THE ENCLOSED QUESTION AND ANSWER
BROCHURE OR CALL THE STOCK INFORMATION CENTER AT THE NUMBER SHOWN BELOW.

Thank you for your interest in the stock offering.

Sincerely,

George Strayton
President and Chief Executive Officer

- --------------------------------------------------------------------------------
QUESTIONS?

STOCK INFORMATION CENTER
(914) ___-____
9:00 A.M. TO 4:00 P.M., MONDAY THROUGH FRIDAY
LOCATED AT 400 RELLA BOULEVARD, MONTEBELLO

RYAN, BECK "BROKER DEALER" LETTER
[Ryan, Beck Letterhead]

Dear Sir/Madam:

At the request of Provident Bancorp, Inc., we are enclosing materials regarding
the offering of Provident Bancorp, Inc. common stock. The materials include a
Prospectus and Question and Answer Brochure describing the stock offering.
Ryan, Beck & Co., Inc., has been retained by Provident Bancorp, Inc. as selling
agent in connection with the stock offering.

We have been asked to forward these materials to you in view of certain
regulatory requirements and the securities laws of your state.

Sincerely,

[LOGO OF RYAN, BECK & CO.]

______________________________
NOTE: To accompany one of the preceding letters for prospects in states where
the offer must be made by a broker-dealer.

STOCK ORDER ACKNOWLEDGEMENT LETTER

[imprint name & address as shown on Stock Order Form as completed by the
subscriber]

Dear Friend:

We are pleased to confirm the receipt of your order and payment for _______
shares of Provident Bancorp, Inc. common stock.

The stock certificate will be registered in the name(s) shown above in the event
that your order is filled in whole or in part. Please verify the spelling and
accuracy of your name and address. All subsequent mailings, including your
stock certificate, will be mailed to that address. If this information is
incorrect, please contact us, promptly, in the Stock Information Center at (914)
___-____, from 9:00 a.m. to 4:00 p.m., Monday through Friday.

Please note that, although the Offering period ends at 10:00 a.m., New York
time, on __________, 1998, we are required to receive final regulatory approval
before stock certificates can be mailed or trading in the stock begins. This
type of approval may take two to three weeks. Your stock certificate cannot be
mailed until such approval is received.

THIS ACKNOWLEDGMENT THAT YOUR ORDER AND PAYMENT HAVE BEEN RECEIVED IS NOT A
GUARANTEE THAT YOUR ORDER WILL BE FILED, EITHER COMPLETELY OR PARTIALLY. IN THE
EVENT THAT WE RECEIVE ORDERS FOR MORE SHARES OF STOCK THAN ARE AVAILABLE, SHARES
WILL BE ALLOCATED AS DESCRIBED IN THE PROSPECTUS, DATED ___________, 1998.

Timing updates as to when trading will commence can be obtained while regulatory
approval is pending. Just call the Stock Information Center at (914) ___-____.

______________________________
NOTE: Printed and mailed by data processing agent or by the Stock Information
Center.

STOCK CERTIFICATE MAILING LETTER
[Provident Bancorp, Inc.]

Dear Stockholder:

I would like to welcome you as a stockholder of Provident Bancorp, Inc. A total
of ___________ shares were purchased by investors at $10.00 per share.

Your stock certificate is enclosed. Please review it to make sure the
registration name is correct. If you find an error or have questions about your
certificate, please call our Transfer Agent:

Registrar & Transfer Company
10 Commerce Drive
Cranford, NJ 07016
[Contact and phone]

If the original stock certificate must be forwarded for reissue, it is
recommended that it be sent to the Transfer Agent by registered mail. If you
should change your address, please notify the Transfer Agent immediately so you
will continue to receive all stockholder communications.

If you paid for your shares by check or money order, you may have received, or
soon will receive, a check representing interest earned on your funds. Interest
payments were calculated at Provident Bank's passbook rate ( %) from the date
your funds were received until ________, 1998. If you paid for your shares by
authorizing on your Stock Order Form a withdrawal from a Provident Bank passbook
or certificate account, that withdrawal has now been made. Interest was earned
at your account's contractual rate and credited to your account through the date
of withdrawal.

We thank you for your participation in our Offering.

Sincerely,

George Strayton
President and Chief Executive Officer

__________________
NOTE: Mailed by transfer agent, with stock certificate.

STOCKGRAM

PROVIDENT BANCORP, INC. [LOGO]

S T O C K G R A M

TIME IS RUNNING OUT FOR YOU TO PURCHASE STOCK IN PROVIDENT BANCORP, INC.'S
OFFERING OF COMMON STOCK.

THIS IS A REMINDER THAT YOUR OPPORTUNITY TO PURCHASE STOCK IN OUR OFFERING
EXPIRES AT 10:00 A.M., NEW YORK TIME, ________, 1998.

YOU SHOULD HAVE RECENTLY RECEIVED A PROSPECTUS AND STOCK ORDER FORM. HOWEVER,
ENCLOSED HEREIN ARE ANOTHER STOCK ORDER FORM AND POSTAGE-PAID ORDER REPLY
ENVELOPE. IF YOU WISH TO PURCHASE, THE STOCK ORDER FORM AND PAYMENT MUST BE
RECEIVED BY 10:00 A.M., NEW YORK TIME, ON ________, 1998.

IF YOU HAVE ALREADY PLACED AN ORDER FOR PROVIDENT BANCORP, INC. STOCK, PLEASE
DISREGARD THIS NOTICE.

QUESTIONS?

CALL THE STOCK INFORMATION CENTER AT (914) ___-____, FROM 9:00 A.M. TO 4:00
P.M., MONDAY THROUGH FRIDAY.

THIS NOTICE IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY
COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF COMMON
STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PROXYGRAM

R E M I N D E R

WE REQUEST YOUR VOTE!

(NOT VOTING HAS THE SAME EFFECT AS VOTING AGAINST THE PLAN)
-------

IN ORDER TO IMPLEMENT PROVIDENT BANK'S REORGANIZATION PLAN, WE MUST RECEIVE A
MAJORITY OF OUR ELIGIBLE CUSTOMERS' VOTES IN FAVOR OF THE PLAN, WHICH AUTHORIZES
OUR STOCK OFFERING.

You should have recently received our package including a Proxy Statement
describing the Plan. If you have not returned the Proxy Card(s) that we
included therein, please mark, sign, and mail the enclosed replacement Proxy
---- ---- ----
Card, using the enclosed Reply Envelope.

If you recently mailed your proxy card(s), please accept our thanks and
disregard this request.

VOTING DOES NOT OBLIGATE YOU TO PURCHASE STOCK IN OUR STOCK OFFERING.

WE HOPE YOU WILL VOTE YOUR PROXY CARD "FOR" THE PLAN
---

(IF YOU RECEIVE MORE THAN ONE OF THESE REMINDER MAILINGS, PLEASE VOTE EACH PROXY
CARD RECEIVED. NONE ARE DUPLICATES!)

QUESTIONS?

Please call our Information Center at (914) ___-____ 9:00 a.m. to 4:00 p.m.,
Monday through Friday.

PROVIDENT BANK [LOGO]

TOMBSTONE NEWSPAPER ADVERTISEMENT (Optional)

PROVIDENT BANCORP, INC. [LOGO]
HOLDING COMPANY FOR PROVIDENT BANK

UP TO __________ SHARES
COMMON STOCK

$10 PER SHARE
PURCHASE PRICE

Provident Bancorp, Inc., newly organized to be the holding company of Provident
Bank, is conducting an offering of common stock. Shares may be purchased
directly from Provident Bancorp, Inc. during the offering period.

THIS OFFERING EXPIRES ON ___________, 1998

To receive a Prospectus, please call the Stock Information Center at (914) ___-
____ from 9:00 a.m. to 4:00 p.m., Monday through Friday.

THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

LOBBY POSTER

PROVIDENT BANCORP [LOGO]
HOLDING COMPANY FOR PROVIDENT BANK

UP TO ________ SHARES
COMMON STOCK

$10 PER SHARE
PURCHASE PRICE

WE ARE CONDUCTING AN OFFERING OF COMMON STOCK!

This offering expires at 10:00 a.m. on _______________, 1998.

If you have any questions or to obtain a copy of the Prospectus, please call our
Stock Information Center at (914) ___-____, from 9:00 a.m. to 4:00 p.m., Monday
through Friday.

Our Stock Information Center is located at 400 Rella Boulevard, Montebello.

INVITATION AND LOBBY POSTER
(can also be basis of newspaper ad)
- -----------------------------------

YOU ARE CORDIALLY INVITED. . .

TO A COMMUNITY INVESTOR MEETING AND RECEPTION

to learn about the business focus of

Provident Bancorp, Inc.,
parent of Provident Bank,
and its common stock offering

[Put locations here]

___________, 1998

and

___________, 1998

7:00 p.m.

LIGHT REFRESHMENTS SERVED

SEATING IS LIMITED
Please call to make your reservation.

(914) _______________

PROVIDENT BANCORP [LOGO]

THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY COMMON STOCK. THE OFFER IS MADE ONLY BY THE PROSPECTUS. THE SHARES OF
COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

MARKETING FOLDER AND MISSION STATEMENT

AN INVESTMENT OPPORTUNITY . . . . . .

Values and Beliefs Statement

PROVIDENT BANK . . .

is dedicated to being a full service community bank with the
highest standard of corporate values, including integrity, respect,
honesty, and fairness to its employees and customers.

WE BELIEVE . . .

. . . in being fair and straightforward in our personal and
professional conduct and in expecting the same from others.

. . . that we should conduct ourselves with the highest level of
honesty, fairness and integrity in order to earn the trust of
all our customers, co-workers and the community.

. . . that everybody should have the opportunity to express
themselves, to be taken seriously and to grow both
professionally and personally.

. . . with passion, in satisfying our customers' needs and in
building our community through high quality, efficient and
friendly service to every customer.

. . . that our people are our most important asset.

. . . that we should always treat all people as we would like to be
treated.

. . . in teamwork. We are proud to be on the Provident Team.

. . . in the continuous pursuit of excellence.

. . . in doing what is right each and every time, even when it is
not to our benefit.

. . . in showing respect by listening to, helping and encouraging
each other and our customers.

. . . in personal accountability for our actions and in honoring
all our commitments.

. . . in honest, candid and prompt communications that include all
appropriate people.

. . . in recognizing and celebrating the accomplishments and successes
of our people.

. . . that Provident Bank is a good place to do business with and
to work for.

Q & A

(LOGO)

THIS PAMPHLET WILL ANSWER QUESTIONS ABOUT 1) PROVIDENT BANK'S CORPORATE
REORGANIZATION AND 2) PURCHASING STOCK IN PROVIDENT BANCORP, INC.'S STOCK
OFFERING. THE REORGANIZATION AND THE OFFERING ARE REFERRED TO HEREIN AS THE
"TRANSACTION" AND ARE DETAILED IN THE PROVIDENT BANK'S PLAN OF CORPORATE
REORGANIZATION (THE "PLAN").

THE TRANSACTION

Pursuant to the Plan, Provident Bank (the "Bank") is changing its legal form
of organization from a mutual ("mutual", meaning no stockholders) savings bank
to a stock savings bank that will be a wholly-owned subsidiary of Provident
Bancorp, Inc., (the "Company"), a stock holding company. In addition, the Bank
will organize Provident Bancorp, MHC, a mutual holding company, which will own
the majority of common stock of the Company. As a result of the Offering,
investors will own a minority of the Company's common stock.

The Plan has received conditional regulatory approval, subject, primarily,
to approval by customers of the Bank eligible to vote on the Plan. These
customers have been provided with Proxy Cards and Proxy Statements describing
the Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU JOIN US IN VOTING IN
FAVOR OF THE PLAN.

VOTING ON THE PLAN DOES NOT OBLIGATE YOU TO PURCHASE STOCK.

Implementing the Plan will result in a change to our legal form of corporate
structure, but it will not result in changes to customer accounts, staff or
management.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Q.
WHAT ARE THE REASONS FOR THE REORGANIZATION?

A.
We believe that the Reorganization will allow the Bank to better serve our
customers in the future. Because the mutual holding company corporate
structure provides savings banks with increased operating flexibility, the
Bank will be better positioned to respond to future regulatory changes, to
compete with other financial institutions and to take advantage of
business opportunities.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.
WHAT ARE THE EXPECTED BENEFITS OF THE REORGANIZATION AND OFFERING?

A.The Transaction that we are undertaking has become common to savings banks
in recent years and is integral to the future of our organization.

. By selling some of its shares of common stock to investors in the
Offering, the Company will become partially publicly-owned. Customers
of the Bank and others who participate in the Offering will become
stockholders, sharing in the future of our organization.

. Proceeds raised in the sale of common stock in the Offering will
benefit our organization by i) providing funds for Provident Bank to
lend and invest and ii) increasing our capital base, which will
facilitate continued growth and expanded products and services.

. The mutual holding company structure i) allows for capital-raising
alternatives, such as selling common stock of our organization and ii)
can facilitate growth by providing the mechanism to acquire financial
institutions and diversity operations. NO ACQUISITION OR
DIVERSIFICATION PLANS CURRENTLY EXIST.

The Transaction may seem complicated, but its purpose is simple. The
practical result will be to enhance our ability to thrive as an
independent, competitive community-oriented financial institution.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.WILL THE TRANSACTION HAVE ANY EFFECT ON MY DEPOSIT ACCOUNT OR LOAN ACCOUNT
WITH PROVIDENT BANK?

A.
No. The Transaction will not affect the account number, amount, interest
rate or withdrawal rights of deposit accounts, which will continue to be
insured by the Federal Deposit Insurance Corporation (FDIC) to the maximum
legal limit. Likewise, the loan accounts and rights of borrowers will not
be affected.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.
MAY THE ORGANIZATION CONDUCT FUTURE STOCK OFFERINGS?

A.
Yes. The Plan authorizes Provident Bancorp, Inc. to offer shares of stock
for sale to investors in the future. Importantly, as long as the mutual
holding company corporate structure remains in place, Provident Bancorp,
MHC must remain the Company's majority stockholder, owning over 50% of the
outstanding voting

stock. (As part of the Reorganization, Provident Bancorp, MHC will acquire
53.4% of the stock of the Company.) As a result of the mutual holding
company's ownership requirement, minority stockholders (investors) must
own less than 50% of the Company's outstanding voting stock. This investor
ownership limitation ensures that the Bank can remain independent and
community- oriented. It cannot be sold by stockholders.

Although we have no present intention to do so, the Reorganization
preserves the flexibility for the mutual holding company structure to be
replaced by the fully stock form of corporate structure. In a "full"
conversion, 100% of the shares of outstanding voting stock are owned by
investors. Such a corporate change and related stock offering would again
require obtaining the approval of regulators and the Bank's customers.

BUSINESS AS USUAL

Q.WILL THE REORGANIZATION RESULT IN CHANGES TO THE BANK'S STAFF OR MY DE-
POSIT AND LOAN ACCOUNTS?

A.No. The Reorganization will change our corporate form of organization, but
not our business relationships! We are not affiliating with another
company. Our Bank's name will not change. Our employees will continue to
serve our customers. The directors of the Bank will continue in their
current capacity and will also serve as the initial directors of the two
new holding companies.

VOTING--YOUR PROMPT VOTE IS IMPORTANT

PURSUANT TO REGULATORY REQUIREMENTS, CERTAIN CUSTOMERS OF PROVIDENT BANK ARE
REQUESTED TO VOTE ON THE PLAN.

Q.
WHO IS ELIGIBLE TO VOTE ON THE PLAN?

A.
Depositors of Provident Bank on October 30, 1998 and borrowers at that
date whose loans were outstanding as of July 9, 1998, are "members" of the
Bank eligible to vote. Members have been provided with a Proxy Statement
describing the Plan and with Proxy Card(s) on which to record their vote.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.WHAT VOTE IS REQUIRED FOR APPROVAL OF THE PLAN?

A.As stipulated by regulatory requirements, the affirmative vote of a
majority of the total votes eligible to be cast is required for approval
of the Plan by members. Because of this high requirement, your vote is
very important.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.WHAT HAPPENS IF I DON'T VOTE?

A.
Without sufficient votes cast IN FAVOR of the Plan, the Reorganization and
the Offering cannot be completed. Funds submitted in the Offering by
investors would be returned. NOT VOTING WILL HAVE THE SAME EFFECT AS A
VOTE AGAINST THE PLAN, so our Board of Directors urges you to join them in
voting IN FAVOR of the Plan. Return the signed Proxy Card(s) using the
enclosed Proxy Return Envelope or by hand-delivery to a Provident Bank
office. Please return the card(s) promptly!

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.AM I REQUIRED TO PURCHASE STOCK IF I VOTE ON THE PLAN?

A.No. Voting on the Plan does not obligate you to purchase stock in the
Offering. To make a purchase, you must submit a Stock Order Form and
payment, as described in the "Purchasing Stock" section of this brochure.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.
HOW MANY VOTES DO I HAVE?

A.Each depositor member will be entitled to cast one vote for each $100 or
fraction thereof of the withdrawable value of deposit accounts in the Bank
as of October 30, 1998. Each borrower member will be entitled to cast one
vote in the aggregate for all loans as a borrower, in addition to the
votes he or she is entitled to cast as a depositor. No member, however,
may cast more than 1,000 votes.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.
WHY DID I RECEIVE SEVERAL PROXY CARDS?

A.
If you have more than one account at Provident Bank, you may have received
more than one Proxy Card, depending on the ownership structure of your
accounts. Please promptly complete, sign and submit all Proxy Cards that
you received. None are duplicates.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PURCHASING STOCK

INVESTMENT IN COMMON STOCK INVOLVES CERTAIN RISKS. BEFORE MAKING AN INVESTMENT
DECISION, PLEASE CAREFULLY READ THE PROSPECTUS, INCLUDING THE "RISK FACTORS"
SECTION.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.WHO MAY PURCHASE COMMON STOCK IN THE OFFERING?

A.No one is obligated to purchase stock, however, as described in detail in
the Prospectus, non-transferrable subscription rights to subscribe for
stock have been granted in the SUBSCRIPTION OFFERING, providing for the
following order of purchase priority: (i) Provident Bank depositors with
aggregate deposits of $50 or more as of December 31, 1996; (ii) Provident
Bank's Employee Stock Ownership Plan; (iii) Provident Bank depositors with
aggregate deposits of $50 or more as of September 30, 1998; (iv) Provident
Bank depositors as of October 30, 1998, and borrowers as of that date
whose loans were outstanding as of July 9, 1998 and (v) Provident Bank's
directors, officers and employees.

Shares unsold in the Subscription Offering may be offered in a COMMUNITY
OFFERING to the general public.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.ARE MY SUBSCRIPTION RIGHTS AS AN ELIGIBLE DEPOSITOR OR BORROWER TRANSFER-
ABLE?

A.
No. Any attempt to transfer subscription rights to any other person is
illegal and subject to fines. The Bank and the Company intend to prosecute
any attempt to transfer subscription rights.

If anyone offers to give you money to buy stock in your name, in exchange
for later transferring the stock or requests to share in proceeds upon
your future sale of Provident Bancorp, Inc. stock, please inform our Stock
Information Center at (914) 369-8550.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Q.
HOW MANY SHARES OF STOCK ARE BEING OFFERED, AND WHAT IS THE PRICE PER
SHARE?

A.
Provident Bancorp is offering between 2,575,000 and 3,484,500 shares (the
"Offering Range"), subject to a possible 15% increase to 4,007,125 shares.
All purchasers will pay $10 per share. NO SALES COMMISSION WILL BE
CHARGED.

The Offering Range is based on an independent appraisal of the pro forma
market value of our organization after the Transaction, estimated to be
between $55,250,000 million and $74,750,000 at , 1998. Based on the
appraisal, between 5,525,000 million and 7,475,000 shares will be issued.
Provident Bancorp, MHC will own 53.4% of the outstanding shares, while
investors in the Offering will acquire 46.6% of the outstanding shares.
You will not be permitted to change your order, unless, as a result of a
result of a revised appraisal, less than 2,575,500 or more than 4,077,175
shares are sold in the Offering.

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Q.WHEN DOES THE OFFERING TERMINATE

A.The Offering will terminate at noon, New York time, DECEMBER 17, 1998

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Q.
HOW DO I PURCHASE PROVIDENT BANCORP COMMON STOCK IN THE OFFERING

A.Please carefully read and complete the Stock Order Form. You may hand-
deliver the Stock Order Form to any Provident Bank office, or you may use
the enclosed Stock Order Return Envelope. NO SALES COMMISSION WILL BE
CHARGED FOR THE PURCHASE OF SHARES DURING THE OFFERING. Payment, at $10
per share, may be made by check or money order or by authorization of
withdrawal from your Provident Bank passbook or certificate account(s)
(i.e. non-transaction deposit accounts). Withdrawal will not be made until
consummation of the Transaction, but the designated funds will not be
available for your use in the interim. ANY APPLICABLE PENALTY FOR EARLY
WITHDRAWAL FROM PROVIDENT BANK CERTIFICATES WILL BE WAIVED IF YOU USE
CERTIFICATE FUNDS TO PURCHASE STOCK.

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Q.
WILL I RECEIVE INTEREST ON FUNDS I SUBMIT?

A.
Yes. Funds received as check or money order will be cashed immediately and
placed in a segregated account at Provident Bank, and interest will be
paid at the Bank's passbook rate until the Transaction is consummated.
With respect to authorized account withdrawals, interest will continue to
accrue at the account's contractual rate until the Transaction is
consummated.

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Q.ON THE STOCK ORDER FORM, MAY SHARES BE REGISTERED IN SOMEONE ELSE'S NAME?

A.No. Common stock must be registered in the name(s) of the purchaser(s).
Persons purchasing in the Subscription Offering, as described above, must
register the stock only in one or more of the names listed on the
Provident Bank account as of the eligibility date.

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Q.MAY I PURCHASE THE COMMON STOCK USING IRA FUNDS?

A.
Yes. However, if you have an IRA at Provident Bank, you will need to
transfer that existing relationship to an independent trustee authorized
to hold self-directed IRA accounts. Because IRA-related purchases require
additional processing time, we recommend that you call the Stock
Information Center promptly for assistance in transferring your account or
establishing a new self-directed IRA for the purchase of the stock.

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Q.WHAT ARE THE PURCHASE LIMITATIONS IN THE OFFERING?

A.The minimum purchase is 25 shares. No person may purchase in the
Subscription Offering more than $200,000 of stock. No person, together
with associates or persons acting in concert with such person, may
purchase more than $400,000 of stock in all categories of the Offering,
consisting of the Subscription Offering and any Community Offering and
Syndicated Community Offering. The Board of Directors may increase or
decrease the purchase limitations, as described in the Prospectus.

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Q.
WHAT WILL HAPPEN TO MY ORDER IF ORDERS ARE RECEIVED FOR MORE STOCK THAN IS
OFFERED FOR SALE?

A.
In the event of oversubscription, available shares must be allocated. The
allocation method depends on the purchase priority category in which the
oversubscription takes place. Please read "The Reorganization and
Offering" section of the Prospectus, which provides details about the
allocation procedure.

If an order cannot be filled, funds remitted by you which are not applied
in full or in part to purchase stock will be promptly refunded, with
interest. If payment was

made by authorization to withdraw funds, the funds not used to purchase
stock will remain in that deposit account, along with accrued interest.

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Q.IS THE COMMON STOCK INSURED BY THE FDIC?

A.NO. COMMON STOCK CANNOT BE INSURED BY PROVIDENT BANK, PROVIDENT BANCORP,
INC., BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. COMMON STOCK IS SUBJECT
TO INVESTMENT RISK, INCLUDING LOSS OF PRINCIPAL INVESTED.

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Q.WILL DIVIDENDS BE PAID ON THE COMMON STOCK?

A.
Although no decision has been made whether to pay dividends, Provident
Bancorp, Inc.'s Board of Directors will consider a policy of paying
quarterly cash dividends. Dividends will be dependent on our
organization's operating results and financial condition. No assurance can
be given that any dividends, either regular or special, will be declared.

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Q.ARE DIRECTORS AND OFFICERS PURCHASING COMMON STOCK IN THE OFFERING?

A.Yes. The 14 directors and executive officers intend to purchase an
aggregate of 330,000 shares, or $3,300,000 in the Offering.

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Q.
MAY I OBTAIN A LOAN FROM PROVIDENT BANK TO PAY FOR MY COMMON STOCK SHARES?

A.
No. Provident Bank may not make loans for this purpose, but other
financial institutions may be able to make such loans.

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Q.
WHEN WILL I RECEIVE MY STOCK CERTIFICATE FOR SHARES I PURCHASED IN THE OF-
FERING?

A.
Stock certificates will be mailed to investors as soon as practicable
after the Transaction is consummated. Please be aware that you may not be
able to sell the shares you purchased until you have received a stock
certificate.

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Q.HOW MAY I PURCHASE OR SELL SHARES OF PROVIDENT BANCORP, INC. STOCK IN THE
FUTURE?

A.After the Offering is concluded, you may purchase or sell Provident
Bancorp, Inc. stock through a stockbroker or discount brokerage. The
Company has received conditional approval to have its shares quoted on the
Nasdaq National Market under the symbol "PBCP".

There can be no assurance that an active and liquid market for the
Company's stock will develop, and there can be no assurance that
purchasers of shares of common stock in the Offering will be able to sell
those shares at or above the $10 per share purchase price in the Offering.

----------------

QUESTIONS?

Call the Stock Information Center at (914) 369-8550from 9:00 a.m. to 4:00
p.m., Monday through Friday

[Provident Bancorp Logo Appears Here]

Provident Bank and its
Reorganization and Stock Offering

[Provident Bancorp Logo Appears Here]

This presentation contains forward-looking
statements which involve risks and
uncertainties. The Company's actual results
may differ significantly from the results
discussed in the forward-looking statements.
Factors that might cause such a difference
include, but are not limited to, those discussed
in the "Risk Factors" section of the
Prospectus.

[Provident Bancorp Logo Appears Here]

Overview of Provident Bank

Serving the financial
needs of Rockland
County Residents since
1888

Offering a broad range of [MAP]
customer focused
services as an alternative
to money center banks

[Provident Bancorp Logo Appears Here]

Operating Strategy

Community Banking and Customer Service

Growing and Diversifying the Loan Portfolio

Expanding the Retail Banking Franchise

Maintaining Asset Quality

Managing Interest Rate Risk

[Provident Bancorp Logo Appears Here]

Financial Highlights
(Dollars in Thousands)

At or for the Year Ended Sept. 30,
--------------------------------------- Percent
1997 1998 Change
-------------- ---------- --------

Total Assets $648,742 $691,068 6.5%
Loans Receivable, Net 404,497 463,667 14.6%

Deposits 546,846 573,174 4.8%
Equity 50,399 55,200 9.5%

Net Income $ 4,598 $ 4,242

Ratios
------
Loans as % Deposits 73.97% 80.89%

ROA 0.72% 0.64%
ROE 9.51% 7.94%

Net Int. Rate Spread 3.92% 3.78%
Net Interest Margin 4.36% 4.28%

[Provident Bancorp Logo Appears Here]

Asset Growth

[Bar Graph Appears Here]

($ in Millions)

At September 30,

1994 480.5
1995 526.6
1996 634.3
1997 648.7
1998 691.1

[Provident Bancorp Logo Appears Here]

Asset Composition
At September 30, 1998

Loans are 67% of Assets and 81% of Deposits
97% of Assets are Earning Assets

[Pie Graph Appears Here]

Loans Receivable, Net 67% Mortgage-Backed Securities 19%
Investment Securities 10% Other Interest Earning Assets 1%
Non-Interest Earning Assets 3%

[Provident Bancorp Logo Appears Here]

Loan Portfolio Composition
At September 30,

Commercial and Commercial Real Estate Lending
have increased over 75% since 1993

[Pie Graph Appears Here]

One to Four Family Multi-family
Commercial Real Estate Construction and Land
Consumer Loans Commercial Business Loans

[Provident Bancorp Logo Appears Here]

Asset Quality
At September 30,

Non-Performing Assets as % Assets

[Bar Graph Appears Here]

1994 1995 1996 1997 1998
0.94% 1.29% 1.21% 0.75% 0.94%

Allowance to Non-Performing Loans

[Bar Graph Appears Here]

1994 1995 1996 1997 1998
75.55% 52.59% 52.87% 80.80% 80.33%

[Provident Bancorp Logo Appears Here]

Deposit Composition
At September 30, 1998

57% of Deposits are Core Deposits

[Pie Chart Appears Here]

Demand Deposits NOW Deposits

Savings Deposits MMDAs

CDs less than $100,000 CDs greater than $100,000

[Provident Bancorp Logo Appears Here]

Net Income

[Bar Graph Appears Here]

($ in Thousands)

1994 $4,805
1995 $4,803
1996* $2,097
1997 $4,598
1998 $4,242

For the Year Ended September 30,
*Includes after tax impact of the SAIF premium of approximately $2 million.

[Provident Bancorp Logo Appears Here]

Equity

[Bar Graph Appears Here]

($ In Millions)

1994 $38.6
1995 $43.8
1996 $45.5
1997 $50.4
1998 $55.2

At September 30,

[Provident Bancorp Logo Appears Here]

Bank Capital Ratios

Pro
Forma
for
Capital
Offering
At June 30, at The
1998 Midpoint
---------------- ----------------

Tangible Capital 7.32% 10.00%
Required 1.50% 1.50%
----- -----
Excess 5.82% 8.50%

Core Capital 7.32% 10.00%
Req. for Well Capitalized 5.00% 5.00%
----- -----
Excess 2.32% 5.00%

Risk-Based Capital 14.23% 19.02%
Req. for Well Capitalized 10.00% 10.00%
----- -----
Excess 4.23% 9.02%

[Provident Bancorp Logo Appears Here]

Recent Developments

[To be addressed]

[Provident Bancorp Logo Appears Here]

What is a Mutual Holding Company?

[Provident Bancorp Logo Appears Here]

Why the MHC?

The MHC Structure supports our strategic vision

. Provides Access to Capital Markets

- Strengthens Our Capital Base

. Makes us competitive in attracting and retaining the best talent

. Provides flexibility - we can raise capital according to our
measured, strategic plan

[Provident Bancorp Logo Appears Here]

The Full Conversion Option

Incremental and Second Step Offerings

. Potential to Raise Additional Capital

. Available to Support our Growth Strategy

There can be no assurance that such a transaction will occur

[Provident Bancorp Logo Appears Here]

[Logo of Ryan, Beck & Co. Appears Here]

[Provident Bancorp Logo Appears Here]

The Offering

Price Per Share $10.00

Minority Ownership Interest 46.6%

Offering Range

Minimum $24.57 million
Midpoint $28.90 million
Maximum $33.24 million
Adjusted Maximum $38.22 million

Symbol PBCP

[Provident Bancorp Logo Appears Here]

Approvals Required

Regulatory Approvals

Customer Approval

. Voting Record Date is October 30, 1998

[Provident Bancorp Logo Appears Here]

Offering Priorities

Depositors as of December 31, 1996 (minimum of $50 )

Employee Benefit Plans (ESOP)

Depositors as of September 30, 1998 (minimum of $50 )

Other Members at the Voting Record Date

Employees, Officers and Directors

Provident Bank's Community

[Provident Bancorp Logo Appears Here]

Directors and Officers anticipate purchasing
up to $3.3 million, or 9.9% of the
offering at the maximum

[Provident Bancorp Logo Appears Here]

Dividend Policy

[To be determined]

[Provident Bancorp Logo Appears Here]

Trading Information

Provident has applied to have the stock traded on the Nasdaq National Market
under the symbol PBCP

Once the securities have been issued they can be traded through a stock broker

[Provident Bancorp Logo Appears Here]

The Offering Price

Price to Pro Forma Price as % Pro
Earnings* Forma Book Value
-------------------- --------------------

Minimum 10.1x 71.12%
Midpoint 11.7x 79.55%
Maximum 13.4x 87.18%
Adjusted Maximum 15.0x 95.15%

NY Thrift Institutions
Thrifts Nationwide [To be updated]
MHCs Nationwide

*Based on the nine months ended June 30, 1998, annualized.

[Provident Bancorp Logo Appears Here]

Investment Attributes

Strong Management

Profitable, Well Positioned Institution

High Asset Quality

Well Capitalized

Directors and Officers anticipate purchasing
up to $3.3 million, or 9.9% of the offering

[Provident Bancorp Logo Appears Here]

Important!!!

Please Read the Prospectus

Common Stock is NOT Insured

[Provident Bancorp Logo Appears Here]

How to Order

Complete and Sign the "Stock Order Form"

Payment

. Enclose a Check, or

. Authorize Withdrawal from Passbook or Certificate Accounts

Order Form and Payment must be RECEIVED on or before noon on December 17, 1998
--------

[Shares ordered through IRAs will require additional time to process]

[Provident Bancorp Logo Appears Here]

Questions?

The Stock Information Center

Just a Phone Call Away

[Phone Graphic Appears Here]

(914) 369-8550

[Provident Bancorp Logo Appears Here]

Stock Information Center

(914) 369-8550