Prospectus Supplement

Interests in

PROVIDENT BANK
401(k) Plan
and
Offering of Up to 835,650 Shares of

PROVIDENT BANCORP, INC.
Common Stock

Provident Bancorp, Inc. is providing this prospectus supplement to
participants in the Provident Bank 401(k) Plan (the "Plan"). As a participant in
this Plan, you may direct the trustee of the Plan to purchase common stock of
Provident Bancorp, Inc. in its common stock offering by transferring amounts
currently allocated to your account under the Plan to the Employer Stock Fund
(other than amounts you presently have invested in the Employer Stock Fund). If
you cannot acquire all the common stock you want in the offering due to an
oversubscription, the trustee will apply the amounts which were not used to
acquire common stock among the funds in which your Plan account is invested in
proportion to your current investment allocation percentages for new
contributions.

The prospectus of Provident Bancorp, Inc., dated ________________, 2003,
which accompanies this prospectus supplement, includes detailed information
regarding the offering and the financial condition, results of operations and
business of Provident Bancorp, Inc. You should read this prospectus supplement,
which provides information with respect to the Plan, together with the
prospectus.

----------

For a discussion of risks that you should consider before making an
investment decision, see "Risk Factors" beginning on page 23 of the prospectus.

The interests in the Plan and the offering of the common stock have not
been approved or disapproved by the Office of Thrift Supervision, the Securities
and Exchange Commission or any other federal or state agency. Any representation
to the contrary is a criminal offense.

The securities offered in this prospectus supplement are not deposits or
accounts and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers
and sales by Provident Bancorp, Inc. of interest or shares of common stock
pursuant to the Plan. No one may use this prospectus supplement to reoffer or
resell interests or shares of common stock acquired through the Plan.

You should rely only on the information contained in this prospectus
supplement and the attached prospectus. Provident Bancorp, Inc. and the Plan
have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or
solicitation of an offer to buy any securities in any jurisdiction to any person
to whom it is unlawful to make an offer or solicitation in that jurisdiction.
Neither the delivery of this prospectus supplement and the prospectus nor any
sale of common stock shall under any circumstances imply that there has been no
change in the affairs of Provident Bancorp, Inc. or any of its subsidiaries or
the Plan since the date of this prospectus supplement, or that the information
contained in this prospectus supplement or incorporated by reference is correct
as of any time after the date of this prospectus supplement.

The date of this prospectus supplement is _____________ __, 2003.

TABLE OF CONTENTS

THE OFFERING..........................................................................4
Securities Offered.................................................................4
Election to Purchase Common Stock in the Offering: Priorities......................4
Value of the Plan Assets...........................................................6
Method of Directing Transfer.......................................................6
Time for Directing Transfer........................................................6
Irrevocability of Transfer Direction...............................................6
Direction to Purchase Common Stock after the Offering..............................6
Purchase Price of Common Stock.....................................................6
Nature of a Participant's Interest in the Common Stock.............................7
Voting Rights of Common Stock......................................................7
DESCRIPTION OF THE PLAN...............................................................8
Introduction.......................................................................8
Eligibility and Participation......................................................8
Contributions Under the Plan.......................................................9
Limitations on Contributions.......................................................9
Benefits under the Plan...........................................................10
Investment of Contributions.......................................................11
Performance History...............................................................12
Description of the Investment Funds...............................................12
Withdrawals and Distributions from the Plan.......................................14
Administration of the Plan........................................................16
The Trustee.......................................................................16
Plan Administrator................................................................16
Reports to Plan Participants......................................................16
Amendment and Termination.........................................................17
Merger, Consolidation or Transfer.................................................17
Federal Income Tax Consequences...................................................17
Additional Employee Retirement Income Security Act ("ERISA") Considerations.......18
Securities and Exchange Commission Reporting and Short-Swing Profit Liability.....19
Financial Information Regarding Plan Assets.......................................19
LEGAL OPINION........................................................................20

THE OFFERING

Securities Offered Provident Bancorp, Inc. is offering participants
in the Provident Bank 401(k) Plan (the "Plan")
the opportunity to use their participation
interests to elect to purchase shares of
Provident Bancorp, Inc.'s common stock through
the Plan. At June 30, 2003, there were sufficient
funds in the Plan to purchase up to approximately
835,650 shares of Provident Bancorp, Inc. common
stock in the offering. This includes the new
shares of Provident Bancorp, Inc., which may be
received in exchange for all of the shares of
Provident Bancorp, Inc. common stock presently
held in the Plan. The shares of common stock
currently held in the Plan will be exchanged for
shares of Provident Bancorp, Inc. pursuant to an
exchange ratio, as is more fully discussed in the
"Conversion" section of the prospectus. Only
employees of Provident Bancorp, Inc. or its
subsidiaries may become participants in the Plan.
Your investment in the common stock of Provident
Bancorp, Inc. through the Plan in the offering is
subject to the priorities listed below.
Information with regard to the Plan is contained
in this prospectus supplement and information
with regard to the financial condition, results
of operations and business of Provident Bancorp,
Inc. is contained in the attached prospectus. The
address of the principal executive office of
Provident Bancorp, Inc. is 400 Rella Boulevard,
Montebello, New York 10901. The Bank's telephone
number is (914) 369-8041.

Election to Purchase In connection with the conversion and stock
Common Stock in the offering, you may elect to transfer, by dollar
Offering: Priorities amounts (in increments of $10.00) or by
percentages, all or part of your account balances
in the Plan (other than the amounts you currently
have invested in the Employer Stock Fund) to the
Employer Stock Fund, to be used to purchase
common stock issued in the offering. The trustee
of the Employer Stock Fund will purchase common
stock in accordance with your directions.
However, such directions are subject to purchase
limitations in the plan of conversion of
Provident Bancorp, MHC.

The shares of common stock are being offered in a
subscription offering and community offering. In
the offering, the purchase priorities are as
follows:

(1) Depositors of Provident Bank with $50 or
more as of June 30, 2002, get first
priority.
(2) Provident Bank and Provident Bancorp,
Inc.'s tax-qualified plans, including the
employee stock ownership plan and 401(k)
plans, get second priority.

(3) Depositors of Provident Bank with $50 or
more on deposit as of September 30, 2003,
get third priority.
(4) Depositors of Provident Bank as of
___________ 2003 and borrowers as of
January 7, 1999 whose borrowings remain
outstanding as of ____________, 2003, get
fourth priority.
(5) Stockholders of Provident Bancorp, Inc. and
members of the public get fifth priority.

As a participant with an account balance in the
Plan, you will be entitled to purchase shares
through the Plan's second priority category, or
if you were also a depositor of Provident Bank
with $50 or more on deposit as of June 30, 2002,
you will also be able to purchase through the
Plan using your status as a depositor in the
first priority. If you elect to transfer a dollar
amount from a particular fund and, at the time
that the transfer is made, you do not have a
sufficient dollar amount in that fund to process
your entire election due to market fluctuation,
the trustee will withdraw up to 100% of your
balance in that fund (rounded down to the nearest
$10 increment) and apply only the amount
withdrawn to the purchase of stock for your
account.

No later than the closing date of the
subscription offering period, the amount that you
elect to transfer from your existing account
balances for the purchase of common stock in the
offering will be removed from your existing
accounts and transferred to the Trustee of the
Employer Stock Fund to be invested in an
interest-bearing money market account, pending
the closing of the offering.

At the close of the offering, the amount that you
have transferred to purchase stock in the
offering will be applied to the common stock
purchase. Common stock so purchased will be
placed in the Employer Stock Fund and allocated
to your Plan account. Any earnings on the amount
that you elected to apply towards the purchase of
stock in the offering will be transferred to the
[Federated Prime Cash Series Fund] for you to
reinvest as you wish.

Once the offering is concluded, any amounts that
you elected to apply towards the purchase of
stock in the offering will again appear as part
of your account balance when you access your
account via the Internet or by telephone.

If you fail to direct the investment of your
account balances towards the purchase of any
shares in the offering, your account balances
will remain in the investment funds of the Plan
as previously directed by you.

Value of the Plan Assets As of June 30, 2003, the market value of the
assets of the Plan was approximately $8,356,497,
excluding participant loans.

Method of Directing You will receive a special election form,
Transfer referred to as the Special Election Form, on
which you can elect to transfer all or a portion
of your account balance in the Plan to the
Employer Stock Fund for the purchase of stock in
the offering (other than amounts you currently
have invested in such fund). If you wish to use
all or part of your account balance in the Plan
to purchase common stock issued in the offering
(other than amounts you currently have invested
in the Employer Stock Fund), you should indicate
that decision on the Special Election Form. If
you do not wish to purchase Provident Bancorp,
Inc. stock in the offering through the Plan, you
need not complete the Special Election Form.

Time for Directing Transfer If you wish to purchase common stock with your
Plan account balances, your Special Election Form
must be received by Robert Sansky, a
representative of the Plan Administrator, at the
principal office of Provident Bancorp, Inc., 400
Rella Boulevard, Montebello, New York 10901, no
later than Noon on ___________________ [Day of
Week], December ______, 2003.

Irrevocability of Transfer You may not revoke your Special Election Form to
Direction transfer amounts credited to your account in the
Plan to the Employer Stock Fund for the purchase
of stock in the offering. You will, however,
continue to have the ability to transfer amounts
not directed towards the purchase of stock in the
offering among all of the other investment funds,
including the Employer Stock Fund, on a daily
basis.

Direction to Purchase Whether you choose to purchase stock in the
Common Stock after the offering, you will be able to purchase stock
Offering after the offering through your investment in the
Employer Stock Fund. After the offering, you may
direct that a certain percentage of your account
balance in the Plan be transferred to the
Employer Stock Fund and invested in common stock,
or to the other investment funds available under
the Plan. After the offering, you may change your
investment allocation on a daily basis. Special
restrictions may apply to transfers directed to
and from the Employer Stock Fund by the
participants who are subject to the provisions of
section 16(b) of the Securities Exchange Act of
1934, as amended, relating to the purchase and
sale of securities by officers, directors and
principal shareholders of Provident Bancorp, Inc.

Purchase Price of Common The trustee will use the funds transferred to the
Stock Employer Stock Fund to purchase common stock in
the offering, subject to your

ability to purchase shares in accordance with the
priorities listed on pages 1 and 2 of this
prospectus supplement and, except in the event of
an oversubscription, as discussed above. The
trustee will pay $10.00 per share, which will be
the same price paid by all other persons in the
offering. No sales commision will be charged for
shares purchased in the offering.

After the offering, the trustee will acquire
common stock in open market transactions at the
prevailing price. The trusteee will pay
transaction fees, if any, associated with the
purchase, sale or transfer of the common stock
after the offering.

Nature of a Participant's The trustee will hold the common stock, in trust,
Interest in the Common for the participants of the Plan. Shares of
Stock common stock acquired by the trustee at your
direction will be allocated to your account.
Therefore, investment decisions of other
participants should not affect the earnings
allocated to your account.

Voting Rights of Common The trustee generally will exercise voting rights
Stock attributable to all common stock held by the
Employer Stock Fund, as directed by participants
with accounts invested in the fund. When
stockholders have a right to vote on a matter,
you will be allocated voting instruction rights
reflecting your proportionate interest in the
Employer Stock Fund. The trustee will vote the
common stock in the Employer Stock Fund
affirmatively or negatively on each matter, in
proportion to the voting instructions the trustee
receives from participants. In connection with
the reorganization of Provident Bancorp, Inc.,
plan participants who had shares of Provident
Bancorp, Inc. allocated to their accounts in the
Plan on _________________, 2003, will receive a
packet of material containing, among other
things, a Prospectus, Proxy Statement, Voting
Instruction Letter and Voting Authorization Form.
The Voting Instruction Letter will provide
instructions on completing the Voting
Authorization Form so that the trustee can vote
the shares attributable to your account in the
Special Shareholder Meeting on
_______________________, 2003.

If you are a participant who has voting rights
(as discussed above), you will need to complete
the Voting Authorization Form and return it in a
postage-prepaid envelope to Wright Investor's
Service, the investment manager of the Plan, no
later than 12:00 Noon on [Day of Week] December
______, 2003 if you want the trustee to vote in
accordance with your voting instructions.

DESCRIPTION OF THE PLAN

Introduction

Provident Bank initially adopted the Provident Bank 401(k) Plan
effective August 1, 1991, which Plan was subsequently amended and restated
effective August 1, 1997 to comply with certain changes in the tax laws. The
Plan is a profit sharing Plan with a cash or deferred arrangement established in
accordance with the requirements under sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended (the "Code"). The Plan is qualified
under section 401(a) of the Code, and its related trust is qualified under
section 501(a) of the Code. The Bank intends that the Plan, in operation, will
comply with the requirements under the Internal Revenue Code and the Employee
Retirement Income Security Act of 1974 ("ERISA"), and may amend the Plan from
time to time in the future to ensure continued compliance with all applicable
laws. As a plan subject to ERISA, federal law provides you with various rights
and protections as a Plan participant. However, your benefits under the Plan are
not guaranteed and are not required to be guaranteed by the Pension Benefit
Guaranty Corporation.

Employee Retirement Income Security Act of 1974. The Plan is an
"individual account plan" other than a "money purchase pension plan" within the
meaning of section 3(34) of ERISA. As such, the Plan is subject to all of the
provisions of Title I (Protection of Employee Benefit Rights) and Title II
(Amendments to the Internal Revenue Code Relating to Retirement Plans) of ERISA,
except the funding requirements contained in Part 3 of Title I of ERISA which by
their terms do not apply to an individual account plan (other than a money
purchase pension plan). The Plan is not subject to Title IV (Plan Termination
Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are
not applicable to participants (as defined below) or their beneficiaries under
the Plan.

Reference to Full Text of Plan. The following portions of this
prospectus supplement summarize certain provisions of the Plan. Provident
Bancorp, Inc. qualifies these summaries in their entirety by the full text of
the Plan, which shall have priority. You may obtain copies of the Plan document
by sending a request to the Plan administrator, c/o 401(k) Plan Administrator,
Provident Bank, 400 Rella Boulevard, Montebello, New York 10901. You should
carefully read the full text of the Plan document and your summary plan
description to understand your rights and obligations under the Plan.

Eligibility and Participation

You are eligible to become a participant in the Plan on the first day of
January or July coincident with or next following completion of six (6) months
of Service with the Bank, provided you have reached age 21 at such time. The
Plan year is January 1 to December 31 (the "Plan Year").

As of July 1, 2003, there were approximately 277 employees eligible to
participate in the Plan and 196 employees participating by making salary
deferral contributions.

Contributions Under the Plan

Elective Deferral Contributions. You are permitted as a participant in
the Plan to defer up to 50% of your annual compensation (expressed in terms of
whole percentages) on a pre-tax basis and to have that amount contributed to the
Plan on your behalf, up to the applicable dollar limit under the Code (for 2003
the applicable dollar limit is $12,000). For these purposes, "compensation"
means generally, your total compensation received from the Bank, including
amounts you elect to defer. In 2003, the annual compensation of each participant
taken into account under the Plan is limited to $200,000. This amount may be
adjusted annually by law, based on changes in the cost of living, as permitted
by the Code.

Employer Matching Contributions. The Bank may make, but is not required
to make, discretionary matching contributions to the Plan. In no case may the
Bank's matching contribution exceed 100% of the first 6% of a Participant's
annual Compensation that the Participant elected to defer to the Plan.

If necessary to assist the Plan in passing the non-discrimination tests
under sections 401(k) or 401(m) of the Code, the Bank may make qualified
matching contributions or qualified non-elective contributions to your accounts.
Qualified matching contributions and qualified non-elective contributions are
immediately 100% vested and non-forfeitable. To date, the Bank has not made any
qualified matching contributions or qualified non-elective contributions to the
Plan.

Limitations on Contributions

Limitations on Employee Elective Deferral Contributions. For the Plan
Year beginning January 1, 2003, the amount of your elective deferral
contributions may not exceed $12,000 (or $14,000 if age 50 or older). These
amounts are increased in $1,000 increments though 2006 when they reach $15,000
(or $20,000 if age 50 or older) and thereafter may be adjusted periodically by
law, based on changes in the cost of living. Contributions in excess of this
limit are known as excess deferrals. If you defer amounts in excess of this
limitation, your gross income for federal income tax purposes will include the
excess in the year of the deferral. In addition, unless the excess deferral is
distributed before April 15 of the following year, it will be taxed again in the
year distributed. Income on the excess deferral distributed by April 15 of the
immediately succeeding year will be treated, for federal income tax purposes, as
earned and received by the participant in the tax year in which the contribution
is made.

Limitations on Annual Additions and Benefits. The Plan provides that the
amount of contributions and forfeitures allocated to your accounts during any
Plan year may not exceed the lesser of $40,000 or 100% of your compensation for
the Plan year. If annual additions to your account exceed the dollar limitation,
the excess additions will be disposed of as follows:

1. First, contributions you made to your account during the Plan year will
be refunded to you, plus the net income and gains attributable thereto.

2. If after the application of paragraph (1) an excess annual addition
still exists and you are covered by the Plan on the last day of the Plan
year, the excess will be used to reduce employer contributions to you in
the next Plan year, and each succeeding Plan year, if necessary.

3. If excess annual additions exist after application of (2) above, and you
are not covered by the Plan at the end of the Plan year, the excess will
be held unallocated in a suspense account and will be used to reduce the
Bank's contributions in subsequent Plan years for all remaining
participants.

4. If a suspense account is in existence at any time during the year in
which there is an excess amount, it will not participate in the
allocation of the trust's investment gains and losses.

Limitation on Plan Contributions for Highly Compensated Employees.
Special provisions of the Code limit the amount of employee deferral
contributions and employer matching contributions that may be made to the Plan
in any year on behalf of highly compensated employees, in relation to the amount
of employee deferrals contributions and employer matching contributions made by
or on behalf of all other employees eligible to participate in the Plan. A
highly compensated employee includes any employee who (1) was a 5% owner of
Provident Bancorp, Inc. at any time during the current or preceding year, or (2)
had compensation for the preceding year of more than $90,000. The dollar amounts
in the foregoing sentence may be adjusted annually to reflect increases in the
cost of living. For any year, the percentage of highly compensated employee
elective deferral contributions will be limited so that the average actual
elective deferral contribution percentage of highly compensated employees does
not exceed the average actual elective deferral contribution percentage of
non-highly compensated employees by more than the greater of (i) 125% or (ii)
200% but not more than two points. If these limitations are exceeded, the level
of after-tax contributions by highly compensated employees will be adjusted.

Benefits under the Plan

At all times, you have a fully vested, nonforfeitable interest in your
elective deferral contribution account, and your qualified matching contribution
and qualified non-elective contribution accounts.

You will become vested in your matching contributions account and
discretionary contribution account according to the following schedule:

Years of Vesting
Vesting Service Percentage
--------------- ----------

Less than 1 0%
2 50%
3 75%
4 100%

If you are an employee on or after the date you reach normal retirement
age, your vesting percentage will be 100%. Similarly, the vesting percentage of
a participant who is an employee on the date he becomes totally and permanently
disabled or dies will be 100%.

Investment of Contributions

A. Fidelity Advisor Equity Income Fund
B. Wright Major Blue Chip Fund
C. Neuberger Berman Genesis Fund
D. Fidelity Advisor Mid Cap Fund
E. American Century Strategic Allocation Fund
F. American Century International Growth Fund
G. Wright Total Return Bond Fund
H. Wright Current Income Fund
I. Janus Adviser Capital Appreciation Fund
J. Federated Prime Cash Series
K. American Century Equity Income Fund
L. Employer Stock Fund

Performance History

The following table provides performance data with respect to the
investment funds available under the Plan:

Average Annual Return for the Period Ending 6/30/2003
Year-to-
Date 10-Year or
Return since
Ending ------- ------- ------ Inception Inception
Account / Fund 6/30/2003 1-Year 3-Year 5-Year Return Date
---------- ------- ------- ------ ---------- ---------

Fidelity Advisor Equity Income Fund 9.98% -2.24% 1.20% 1.08% 9.85% 9/10/1992
Wright Major Blue Chip Fund 9.13% -5.58% -14.73% -4.72% 6.51% 7/22/1985
Neuberger Berman Genesis Fund 9.54% 3.72% 10.96% 8.79% 13.46% 4/2/1997
Fidelity Advisor Mid Cap Fund 19.11% 7.22% -3.38% 9.25% n/a 2/26/1996
American Century Strategic Allocation Fund 9.31% 2.68% -2.43% 3.10% n/a 10/2/1996
American Century International Growth Fund 5.34% -12.31% -17.93% -4.04% 6.42% 10/2/1996
Wright Total Return Bond Fund 3.89% 10.52% 8.33% 5.90% 5.94% 7/25/1983
Wright Current Income Fund 1.08% 4.86% 7.43% 5.87% 6.03% 4/15/1987
Janus Adviser Capital Appreciation Fund 7.65% -3.24% -14.81% 3.44% n/a 5/1/1997
Federated Prime Cash Series 0.48% 1.18% 3.03% 3.89% n/a 8/15/1989
American Century Equity Income Fund * 9.58% 11.40% 11.77% 8.90% n/a 3/7/1997
Employer Stock Fund 4.32% 16.50% 30.60% n/a n/a 1/7/99

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* Represents Year-to-Date Returns Ending July 31, 2003

Description of the Investment Funds

The following is a description of each of the funds:

Fidelity Advisor Equity Income Fund. Fidelity Advisor Equity Income Fund
seeks income; capital appreciation is also a consideration. The fund normally
invests at least 65% of assets in income-producing common and preferred stocks.
These equities may be of various quality, though the fund does not intend to
invest in companies without proven earnings and/or credit histories. It may
invest the balance in debt securities. It is possible to lose money by investing
in this fund.

Wright Major Blue Chip Equities Fund. Wright Major Blue Chip Equities
Fund seeks total return. The fund normally invests at least 80% of assets in
equity securities of well-established companies. Investments may include common
stocks, preferred stocks, and convertible securities. The investment selection
process focuses on companies that the advisor believes to have established
records of earnings profitability and equity growth, established investment
acceptance, and active, liquid markets for their publicly-owned shares.
Investments are equally weighted in the portfolio. It is possible to lose money
by investing in this fund.

Neuberger Berman Genesis Fund. Neuberger Berman Genesis Fund seeks
capital appreciation. The fund invests primarily in common stocks of companies
with market capitalizations less than $1.5 billion at the time of purchase.
Management seeks securities it

believes to be undervalued and that are issued by companies that have
above-average returns, an established market niche, the ability to finance their
own growth and sound future business prospects. It is possible to lose money by
investing in this fund.

Fidelity Advisor Mid Cap Fund. Fidelity Advisor Mid Cap Fund seeks
long-term growth of capital. The fund normally invests at least 65% of assets in
companies with medium market capitalizations. These companies generally have
market capitalizations that fall within the range of the S&P MidCap 400 index.
The fund may invest the balance of assets in other types of securities and in
issuers of other sizes. It is possible to lose money by investing in this fund.

American Century Strategic Allocation Fund. American Century Strategic
Allocation Fund seeks long-term capital growth with some regular income. The
fund generally invests in a flexible combination of asset classes; it usually
holds a neutral mix consisting of 63% of assets in equities, 31% in bonds, and
6% in cash equivalents. The fund invests primarily in investment-grade
securities, but may invest up to 5% of assets in below investment-grade
securities. It may invest the cash-equivalent portion of their portfolios in
high-quality money market investments (denominated in U.S. dollars or foreign
currencies). It is possible to lose money by investing in this fund.

American Century International Growth Fund. American Century
International Growth Fund seeks capital growth. The fund invests primarily in
common stocks of foreign companies that meet certain fundamental and technical
standards and have potential for capital appreciation. Management looks for
companies whose earnings and revenues are not only growing, but growing at a
successively faster, or accelerating, pace. The fund usually invests in issuers
from at least three countries outside the United States. It is possible to lose
money by investing in this fund.

Wright Total Return Bond Fund. Wright Total Return Bond Fund seeks to
provide a high level of return. The fund invests in bonds or other high-quality
debt securities with an average-weighted maturity that, in the advisor's
judgment, produces the best total return. Accordingly, investment selections may
differ depending on the particular phase of the interest-rate cycle. For the
most part, investments will be confined to those corporate obligations rated A
or better (or of comparable quality). It is possible to lose money by investing
in this fund.

Wright Current Income Fund. Wright Current Income Fund seeks a high
level of return. The fund invests primarily in U.S. government obligations,
mortgage-related securities of governmental or corporate issuers, and
high-quality corporate debt securities. It typically invests the majority of
assets in mortgage pass-through securities issued by the Government National
Mortgage Association. It is possible to lose money by investing in this fund.

Janus Adviser Capital Appreciation Fund. Janus Adviser Capital
Appreciation Fund seeks long-term growth of capital. The fund invests primarily
in common stocks. It may invest in securities of issuers of any size. The fund
may also invest in preferred stocks, warrants, convertibles and debt. It may
invest up to 25% of assets in mortgage- and asset-backed

securities, and step coupon securities. The fund may invest without limit in
index/structured securities. This fund is non-diversified. It is possible to
lose money by investing in this fund.

Federated Prime Cash Series. Federated Prime Cash Series seeks to
provide investor with a high level of current income, a high quality portfolio
and liquidity. The fund pursues its objective through corporate money market
securities including commercial paper, repurchase agreements, variable rate
investments and bank instruments. The fund invests primarily in a portfolio of
short-term, high-quality fixed income securities issued by banks, corporations,
and the U.S. government. The fund is a money market fund that seeks to maintain
a stable net asset value of $1.00 per share.

American Century Equity Income Fund. American Century Equity Income Fund
seeks current income; capital appreciation is a secondary consideration. The
fund normally invests at least 85% of assets in income-producing securities and
at least 65% of assets in U.S. equities. To select investments, the primary
consideration is the company's dividend-paying history and potential for
increased dividend-paying ability. Management seeks a yield that exceeds that of
the S&P 500. It is possible to lose money by investing in this fund.

Employer Stock Fund. The Employer Stock Fund will consist primarily of
investments in common stock of Provident Bancorp, Inc. Provident Bancorp, Inc.
is a federally chartered majority-owned subsidiary of Provident Bancorp, MHC, a
mutual holding company. Following the offering, Provident Bancorp, Inc., a
federal corporation, will cease to exist, but will be succeeded by a new
Delaware corporation with the name Provident Bancorp, Inc., which will be 100%
owned by its public shareholders, including Provident Bancorp, Inc.'s
tax-qualified plans.

Shares of Provident Bancorp, Inc. (federal) which were held in the
Provident Bancorp, Inc. Employer Stock Fund prior to the conversion and offering
will be converted into new shares of common stock of Provident Bancorp, Inc.
(Delaware), in accordance with the exchange ratio. The trustee will use all
amounts reallocated to the Employer Stock Fund in the special election to
acquire shares in the conversion and common stock offering. After the offering,
the trustee will, to the extent practicable, use all amounts held by it in the
Employer Stock Fund, including cash dividends paid on common stock held in the
Employer Stock Fund, to purchase shares of common stock of Provident Bancorp,
Inc. It is expected that all purchases will be made at prevailing market prices.
Under certain circumstances, the trustee may be required to limit the daily
volume of shares purchased. Pending investment in common stock, amounts
allocated towards the purchase of shares in the offering will be held in the
Employer Stock Fund in an interest-bearing account. In the event of an
oversubscription, any earnings that result therefrom will be reinvested among
the other funds of the Plan in accordance with your then existing investment
election (in proportion to your investment direction allocation percentages).

For a discussion of material risks, you should consider the "Risk Factors"
beginning on page 23 of the attached prospectus.

Withdrawals and Distributions from the Plan

Federal law requires the Plan to impose substantial restrictions on your
right to withdraw amounts held for your benefit under the Plan prior to your
termination of employment with Provident Bancorp, Inc. or a participating
subsidiary. A federal tax penalty equal to 10% of the withdrawal, over and above
the normal federal and state income tax, may also be imposed on withdrawals made
prior to your attainment of age 59-1/2, regardless of whether the withdrawals
occur during your employment with Provident Bancorp, Inc. or a participating
subsidiary or after termination of employment.

Withdrawals Prior to Termination of Employment. You may withdraw your
employee elective deferral contributions (not including earnings), vested
employer matching contributions and non-elective contribution account prior to
termination of employment in the event of financial hardship, subject to the
hardship distribution rules under the Plan. These requirements insure that you
have an immediate and heavy financial need before you make a withdrawal.

You may receive a loan from the Plan not to exceed the lesser of (a)
$50,000, reduced by the highest outstanding loan balance of loans during the
one-year period ending on the day before the new loan is made, or (b) the
greater of (i) one-half of your vested account, or (ii) $10,000, such greater of
(i) or (ii) reduced by any outstanding loan balance on the date the new loan is
made. Each loan will bear a reasonable fixed rate of interest determined by the
loan administrator.

Distribution Upon Retirement or Disability. Unless an optional form of
benefit has been elected, payment of benefits to a Participant who retires,
incurs a disability, or otherwise terminates employment shall be made in a
lump-sum payment. Benefit payments ordinarily commence as soon as
administratively practicable following termination of employment upon (i)
retirement on or after attaining normal retirement age, (ii) death of the
participant, or (iii) termination of services due to disability.

Distribution Upon Death. If a Participant dies before his retirement
date or other termination of employment, payment will be made to the
Participant's spouse or other designated beneficiary in a single payment
generally as soon as possible following the Participant's death.

Distribution Upon Termination for Any Other Reason. If your vested
account has never exceeded $5,000, your entire vested account will be
distributed in a single sum, as soon as administratively feasible after the date
you terminate service for any reason. If your vested account exceeds $5,000, you
may elect, but are not required, to receive a distribution after you cease to be
an employee. Your election will be subject to your spouse's consent as provided
in the Plan. If you do not elect distribution upon termination, the distribution
of your benefit will be a retirement benefit and will be distributed according
to the provisions on distribution of benefits upon retirement.

Commencement of Benefits. The payment of your benefits will generally
commence within 60 days of the close of the Plan year in which the latest of the
following events occurs: (i) earlier of the attainment of age 65 or your normal
retirement age; (ii) tenth anniversary of the year in which you commenced
participation in the Plan; or (iii) your termination of employment.

Nonalienation of benefits. Except for federal income tax withholding or
a qualified domestic relations order, your benefits payable under the Plan
cannot be alienated. Examples of alienation include transferring your benefits
voluntarily and a creditor placing a lien on your benefits. Any attempt to
alienate your benefits, whether voluntary or involuntary, shall be void.

Administration of the Plan

The Trustee

The trustees of the Plan are George Strayton, Daniel Rothstein and
Robert Sansky (collectively, the "trustee"). The trustee receives, holds and
invests the contributions to the Plan in trust and distributes them to you and
your beneficiaries in accordance with the terms of the Plan and the directions
of the Plan administrator. The trustee is responsible for investment of the
assets of the trust. The trustee of the Employer Stock Fund holds the common
stock invested in the Employer Stock Fund.

Plan Administrator

The Plan is administered by the Plan administrator, Robert Sansky. The
address and telephone number of the Plan administrator is Provident Bank, Attn:
Robert Sansky, 400 Rella Blvd., Montebello, NY 10901, (845) 369-8040. The Plan
administrator is responsible for the administration of the Plan, interpretation
of the provisions of the Plan, prescribing procedures for filing applications
for benefits, preparation and distribution of information explaining the Plan,
maintenance of Plan records, books of account and all other data necessary for
the proper administration of the Plan, preparation and filing of all returns and
reports relating to the Plan which are required to be filed and for all
disclosures required to be made to participants, beneficiaries and others. The
Bank has contracted with Northeast Retirement Services, Inc., Ms. Cheryl
Dascoli, 69 Cummings Branch, Woburn, MA 01801, (781) 970-5031, to act as
recordkeeper and third-party administrator of the Plan.

Reports to Plan Participants

The Plan administrator or its designee, Northeast Retirement Services,
Inc., will furnish you a statement at least semi-annually showing the balance in
your account as of the end of that period, the amount of contributions allocated
to your account for that period, and any adjustments to your account to reflect
earnings or losses.

Amendment and Termination

It is the intention of Provident Bancorp, Inc. to continue the Plan
indefinitely. Nevertheless, Provident Bancorp, Inc. may terminate the Plan at
any time. If the Plan is terminated in whole or in part, then regardless of
other provisions in the Plan, you will have a fully vested interest in your
accounts. Provident Bancorp, Inc. reserves the right to make any amendment or
amendments to the Plan which do not cause any part of the trust to be used for,
or diverted to, any purpose other than the exclusive benefit of participants or
their beneficiaries; provided, however, that Provident Bancorp, Inc. may make
any amendment it determines necessary or desirable, with or without retroactive
effect, to comply with the Employee Retirement Income Security Act of 1974.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the Plan with another
Plan, or the transfer of the trust assets to another plan, the Plan requires
that you would, if either the Plan or the other plan terminates, receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit you would have been entitled to receive
immediately before the merger, consolidation or transfer if the Plan had then
terminated.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax
aspects of the Plan. You should not rely on this summary as a complete or
definitive description of the material federal income tax consequences relating
to the Plan. Statutory provisions change, as do their interpretations, and their
application may vary in individual circumstances. Finally, the consequences
under applicable state and local income tax laws may not be the same as under
the federal income tax laws. Please consult your tax advisor with respect to any
distribution from the Plan and transactions involving the Plan.

As a "tax-qualified retirement plan," the Code affords the Plan special
tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for
the amount contributed to the Plan each year;

(2) participants pay no current income tax on amounts contributed by the
employer on their behalf; and

(3) earnings of the Plan are tax-deferred, thereby permitting the
tax-free accumulation of income and gains on investments.

Lump-Sum Distribution. A distribution from the Plan to a participant or
the beneficiary of a participant will qualify as a lump-sum distribution if it
is made within one taxable year, on account of the participant's death,
disability or separation from service, or after the participant attains age 59
1/2; and consists of the balance credited to participants under the Plan and all
other profit sharing plans, if any, maintained by Provident Bancorp, Inc. or any
of its subsidiaries. The

portion of any lump-sum distribution required to be included in your taxable
income for federal income tax purposes consists of the entire amount of the
lump-sum distribution, less the amount of after-tax contributions, if any, you
have made to this Plan and any other profit sharing plans maintained by
Provident Bancorp, Inc. or any of its subsidiaries, which is included in the
distribution.

Provident Bancorp, Inc. Common Stock Included in Lump-Sum Distribution.
If a lump-sum distribution includes Provident Bancorp, Inc. common stock, the
distribution generally will be taxed in the manner described above, except that
the total taxable amount may be reduced by the amount of any net unrealized
appreciation with respect to Provident Bancorp, Inc. common stock; that is, the
excess of the value of Provident Bancorp, Inc. common stock at the time of the
distribution over its cost or other basis of the securities to the trust. The
tax basis of Provident Bancorp, Inc. common stock, for purposes of computing
gain or loss on its subsequent sale, equals the value of Provident Bancorp, Inc.
common stock at the time of distribution, less the amount of net unrealized
appreciation. Any gain on a subsequent sale or other taxable disposition of
Provident Bancorp, Inc. common stock, to the extent of the amount of net
unrealized appreciation at the time of distribution, will constitute long-term
capital gain, regardless of the holding period of Provident Bancorp, Inc. common
stock. Any gain on a subsequent sale or other taxable disposition of Provident
Bancorp, Inc. common stock, in excess of the amount of net unrealized
appreciation at the time of distribution, will be considered long-term capital
gain. The recipient of a distribution may elect to include the amount of any net
unrealized appreciation in the total taxable amount of the distribution, to the
extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan
or to an IRA. You may roll over virtually all distributions from the Plan to
another qualified plan or to an individual retirement account that accepts such
contributions in accordance with the terms of the other plan or account.

Additional Employee Retirement Income Security Act ("ERISA") Considerations

As noted above, the Plan is subject to certain provisions of ERISA,
including special provisions relating to control over the Plan's assets by
participants and beneficiaries. The Plan's feature that allows you to direct the
investment of your account balances is intended to satisfy the requirements of
section 404(c) of ERISA relating to control over plan assets by a participant or
beneficiary. The effect of this is two-fold. First, you will not be deemed a
"fiduciary" because of your exercise of investment discretion. Second, no person
who otherwise is a fiduciary, such as the Plan administrator or the Plan's
trustee is liable under the fiduciary responsibility provision of ERISA for any
loss which results from your exercise of control over the assets in your Plan
account.

Because you will be entitled to invest all or a portion of your account
balance in the Plan in Provident Bancorp, Inc. common stock, the regulations
under section 404(c) of the ERISA require that the Plan establish procedures
that ensure the confidentiality of your decision to purchase, hold, or sell
employer securities, except to the extent that disclosure of such information is
necessary to comply with federal or state laws not preempted by ERISA. These

regulations also require that your exercise of voting and similar rights with
respect to the common stock be conducted in a way that ensures the
confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934 imposes reporting and
liability requirements on officers, directors, and persons beneficially owning
more than 10% of public companies such as Provident Bancorp, Inc. Section 16(a)
of the Securities Exchange Act of 1934 requires the filing of reports of
beneficial ownership. Within 10 days of becoming an officer, director or person
beneficially owning more than 10% of the shares of Provident Bancorp, Inc., a
Form 3 reporting initial beneficial ownership must be filed with the Securities
and Exchange Commission. Changes in beneficial ownership, such as purchases,
sales and gifts generally must be reported periodically, either on a Form 4
within two business days after the date on which a transaction is executed, or
annually on a Form 5 within 45 days after the close of Provident Bancorp, Inc.'s
fiscal year. Discretionary transactions in connection with employee benefit
plans, such as intra-plan transfers or previously invested assets or a cash-out
from such a plan are excepted from this requirement, but only if the insider
does not determine the date of the transaction. If the exception applies,
discretionary transactions must be reported on a Form 4 filed within two
business days from the date the reporting person receives notice of the
transaction, so long as the notification date is not later than the third
business day following the transaction. Transactions under tax-qualified plans,
other than discretionary transactions remain exempt from Section 16(a)
reporting.

In addition to the reporting requirements described above, section 16(b)
of the Securities Exchange Act of 1934 provides for the recovery by Provident
Bancorp, Inc. of profits realized by an officer, director or any person
beneficially owning more than 10% of Provident Bancorp, Inc.'s common stock
resulting from non-exempt purchases and sales of Provident Bancorp, Inc. common
stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide
exemptions from the profit recovery provisions of section 16(b) for all
transactions in employer securities within an employee benefit plan, provided
certain requirements are met. These requirements generally involve restrictions
upon the timing of elections to acquire or dispose of employer securities for
the accounts of section 16(b) persons.

Except for distributions of common stock due to death, disability,
retirement, termination of employment or under a qualified domestic relations
order, persons affected by section 16(b) are required to hold shares of common
stock distributed from the Plan for six months following such distribution and
are prohibited from directing additional purchases of units within the Employer
Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

Audited financial information representing the Statement of Net Assets
Available for Plan Benefits at December 31, 2002 and 2001, and Statement of
Changes in Net Assets

Available for Plan Benefits for the years ended December 31, 2002 and 2001 are
attached to this prospectus supplement.

LEGAL OPINION

The validity of the issuance of the common stock will be passed upon by
Luse Gorman Pomerenk & Schick, P.C., Washington, D.C., which firm acted as
special counsel to Provident Bancorp, Inc. in connection with Provident Bancorp,
Inc.'s stock offering.