[letterhead of RP Financial, LC.]

                                                 August 29, 2003


Boards of Directors
Provident Bancorp, MHC
Provident Bancorp, Inc.
Provident Bank
400 Rella Boulevard
Montebello, New York  10901


Re:      Plan of Conversion and Reorganization
         Provident Bancorp, MHC
         Provident Bancorp, Inc. and
         Provident Bank

Members of the Board:

         All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion and Reorganization (the
"Plan") adopted by the Board of Directors of Provident Bancorp, MHC (the "MHC")
and an Agreement and Plan of Reorganization (the "Agreement") between the MHC,
Provident Bancorp, Inc. ("Bancorp") and Provident Bank, Montebello, New York.
Pursuant to the Plan and Agreement, Bancorp, which owns 100% of the Bank, will
be succeeded by a new Delaware corporation with the same name. As part of the
conversion, Bancorp will sell shares of common stock in an offering representing
the 55.53% interest in Bancorp currently owned by the MHC. Bancorp will also
issue shares of common stock to the public stockholders of Bancorp pursuant to
an exchange ratio that will preserve the ownership ratio of the public
stockholders, before taking into account the contribution of newly-issued shares
to a newly-formed charitable foundation or the issuance of shares in the
simultaneous merger transaction with E.N.B Holding Company ("ENB"), the holding
company for Ellenville National Bank, Ellenville, New York.

         We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in Bancorp are to be issued to: (1) Eligible
Account Holders; (2) the Tax-Qualified Employee Stock Benefit Plans; (3)
Supplemental Eligible Account Holders; and (4) Other Members. If the above
persons do not subscribe for all of the shares offered, Bancorp will offer the
remaining shares to the general public, giving preference to: (1) residents of
Rockland and Orange County, New York; (2) Bancorp's public stockholders; (3)
Ellenville National Bank's depositors; and (4) other members of the general
public.

         Based solely upon our observation that the subscription rights will be
available to such parties without cost, will be legally non-transferable and of
short duration, and will afford such parties the right only to purchase shares
of common stock at the same price as will be paid by members of the general
public in the community offering, but without undertaking any independent
investigation of state or federal law or the position of the Internal Revenue
Service with respect to this issue, we are of the belief that, as a factual
matter:

         (1)      the subscription rights will have no ascertainable market
                  value; and,

         (2)      the price at which the subscription rights are exercisable
                  will not be more or less than the pro forma market value of
                  the shares upon issuance.



RP Financial, LC.
Board of Directors
August 29, 2003
Page 2


         Changes in the local and national economy, the legislative and
regulatory environment, the stock market, interest rates, and other external
forces (such as natural disasters or significant world events) may occur from
time to time, often with great unpredictability and may materially impact the
value of thrift stocks as a whole or Bancorp's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.

                                                 Sincerely,

                                                 /s/ RP FINANCIAL, LC.

                                                 RP FINANCIAL, LC.