Provident New York Bancorp · S-4 · On 6/25/04

Filed On 6/25/04 12:51pm ET   ·   SEC File 333-116851   ·   Accession Number 1188112-4-975

Registration of Securities Issued in a Business-Combination Transaction   ·   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               304  1,320K 
                          Business-Combination Transaction                       
 2: EX-23.3     Consent of Experts or Counsel                          2      7K 
 3: EX-23.4     Consent of Experts or Counsel                          2      7K 
 4: EX-23.5     Consent of Experts or Counsel                          2      6K 

S-4   ·   Registration of Securities Issued in a Business-Combination Transaction
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 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2004

                                              REGISTRATION NO. 333-_____________
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 PROVIDENT BANCORP, INC.
(Exact name of registrant as specified in its charter)

DELAWARE                                            6712
 (State or other jurisdiction of                    (Primary Standard Industrial
 incorporation or organization)                      Classification Code Number)

80-0091851
(I.R.S. Employer
Identification Number)

 400 RELLA BOULEVARD
MONTEBELLO, NEW YORK 10901
(845) 369-8040
 (Address, Including Zip Code, and Telephone Number, Including Area Code, of
 Registrant's Principal Executive Offices)

 GEORGE STRAYTON
 400 RELLA BOULEVARD
MONTEBELLO, NEW YORK 10901
(845) 369-8040
 (Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Copies to:
JOHN J. GORMAN, ESQ.                              EDWARD D. HERLIHY, ESQ.       
NED QUINT, ESQ.                                   WACHTELL, LIPTON, ROSEN & KATZ
LUSE GORMAN POMERENK & SCHICK, P.C.               51 WEST 52ND STREET           
5335 WISCONSIN AVENUE, N.W., SUITE 400            NEW YORK, NEW YORK 10019      
WASHINGTON, D.C. 20015                            PHONE:  (212) 403-1000        
PHONE:  (202) 274-2000                                                          

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as     
practicable after this registration statement becomes effective.                

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, check the following box: [X]                                              

If the securities being registered on this Form are to be offered in connection 
with the formation of a holding company and there is compliance with General    
Instruction G, check the following box: [ ]                                     

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the   
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering:                                                          

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

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                                          CALCULATION OF REGISTRATION FEE                                                   

========================================= ================== ==================== ==================== =====================

                                                              PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF       
         TITLE OF EACH CLASS OF             AMOUNT TO BE       OFFERING PRICE          AGGREGATE         REGISTRATION FEE   
      SECURITIES TO BE REGISTERED            REGISTERED           PER SHARE          OFFERING PRICE                         
----------------------------------------- ------------------ -------------------- -------------------- ---------------------
                                                                                                                            
Common Stock, $0.01 par value per share    7,910,000 shares          (1)            $157,007,604 (1)          $19,893       
========================================= ================== ==================== ==================== =====================
(1)  Calculated based upon the payment of shares of common stock and cash for the cancellation of shares of common stock    
     and the cancellation of stock options pursuant to the merger between Provident Bancorp, Inc. and Warwick Community     
     Bancorp, Inc.                                                                                                          

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION SHALL      
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES   
ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH  
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 
8(A), MAY DETERMINE.                                                            

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[Provident Bancorp, Inc. Logo]            [Warwick Community Bancorp, Inc. Logo]

MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT

        The boards of directors of Provident Bancorp, Inc. and Warwick Community
Bancorp, Inc. have both unanimously approved the merger of Warwick Community    
Bancorp with and into Provident Bancorp. If the merger is completed, Warwick    
Community Bancorp stockholders will have the opportunity to elect to receive in 
exchange for each share of Warwick Community Bancorp common stock they own      
immediately prior to completion 2.7810 shares of Provident Bancorp common stock,
a cash payment of $32.26, or a combination of shares of Provident Bancorp common
stock and cash. However, because 50% of the total number of shares of Warwick   
Community Bancorp common stock outstanding at the closing will be converted into
Provident Bancorp common stock and the remaining 50% of the outstanding shares  
will be converted into cash (subject to a potential adjustment to preserve the  
intended federal income tax treatment of the merger), regardless of your        
election, you may receive a combination of cash and shares of Provident Bancorp 
common stock for your Warwick Community Bancorp shares that is different than   
what you elected depending on the elections made by other Warwick Community     
Bancorp stockholders.                                                           

   Based on the closing price of $_____ per share of Provident Bancorp
common stock on __________, 2004, each share of Warwick Community Bancorp common
stock that is exchanged solely for Provident Bancorp common stock would be      
converted into 2.7810 shares of Provident Bancorp common stock having an implied
value of $_________. The market price of Provident Bancorp common stock will    
fluctuate over time, which will cause the implied value of the stock component  
of the merger consideration to fluctuate. You should obtain current market      
quotations for the shares of both companies from a newspaper, the internet or   
your broker. Provident Bancorp common stock is listed on the Nasdaq National    
Market under the symbol "PBCP." Warwick Community Bancorp common stock is listed
on the Nasdaq National Market under the symbol "WSBI." We expect that the merger
will generally be tax-free to you with respect to any Provident Bancorp common  
stock that you receive and will generally be taxable to you with respect to any 
cash that you receive.                                                          

 The merger cannot be completed unless the stockholders of Warwick
Community Bancorp approve the merger agreement. Warwick Community Bancorp has   
scheduled an annual meeting so its stockholders can vote on the merger          
agreement, as well as vote on the election of three directors and ratify the    
appointment of Warwick Community Bancorp's independent registered public        
accounting firm for the year ending December 31, 2004. Warwick Community        
Bancorp's board of directors unanimously recommends that its stockholders vote  
"FOR" the merger agreement, "FOR" Warwick Community Bancorp's nominees to the   
Warwick Community Bancorp board of directors and "FOR" the ratification of KPMG 
LLP as its independent registered public accounting firm for the year ending    
December 31, 2004.                                                              

      Warwick Community Bancorp will hold its annual meeting of stockholders
on ___________, 2004, at _____a.m., at ___________________, ________________,   
______________, New York.                                                       

     This document describes the annual meeting, the merger, the documents
related to the merger, and other related matters. WE URGE YOU TO READ THIS      
ENTIRE DOCUMENT CAREFULLY. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE     
DISCUSSION IN THE SECTION TITLED "RISKS RELATED TO THE MERGER" BEGINNING ON PAGE
33. YOU CAN ALSO OBTAIN INFORMATION ABOUT OUR COMPANIES FROM DOCUMENTS THAT WE  
HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.                         

  YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
Warwick Community Bancorp annual meeting, please take the time to vote by       
completing and mailing the enclosed proxy card to us. If you sign, date and mail
your proxy card without indicating how you want to vote, your proxy will be     
counted as a vote "FOR" the merger agreement and the other proposals being      
considered at the annual meeting. If you do not return the proxy card, it will  
have the same effect as a vote against the merger agreement.                    

    THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT 
AGENCY. NEITHER THE SECURITIES AND EXCHANGE COMMISSION, THE OFFICE OF THRIFT    
SUPERVISION, NOR ANY OTHER BANK REGULATORY AGENCY, NOR ANY STATE SECURITIES     
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS 
PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

       This Proxy Statement/Prospectus is dated ___________, 2004 and is first
being mailed to stockholders of Warwick Community Bancorp on or about           
___________, 2004.                                                              

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HOW TO GET COPIES OF RELATED DOCUMENTS

       This document incorporates important business and financial information
about Provident Bancorp, Inc. and Warwick Community Bancorp, Inc. that is not   
included in or delivered with this document. Warwick Community Bancorp          
stockholders may receive the information free of charge by writing or calling   
the persons listed below. For Provident Bancorp documents, make your request to 
Provident Bancorp, Inc., 400 Rella Boulevard, Montebello, New York 10901,       
Attention: Roberta Lennett; telephone number (845) 369-8082. For Warwick        
Community Bancorp documents, make your request to Barbara A. Rudy-Moore, Senior 
Vice President, Shareholder Relations, Warwick Community Bancorp, Inc., P.O. Box
591, Warwick, New York 10990-0591; telephone number (845) 986-2206. We will     
respond to your request within one business day by sending the requested        
documents by first class mail or other equally prompt means. IN ORDER TO ENSURE 
TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF WARWICK COMMUNITY BANCORP'S      
STOCKHOLDERS' MEETINGS, ANY REQUEST SHOULD BE MADE BY _________, 2004. ALSO SEE 
"WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 142.                              

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                                                 TABLE OF CONTENTS                                                  

                                                                                                                    
HOW TO GET COPIES OF RELATED DOCUMENTS............................................................................i 
SUMMARY...........................................................................................................1 
   WHAT THIS DOCUMENT IS ABOUT....................................................................................1 
   THE WARWICK COMMUNITY BANCORP ANNUAL MEETING...................................................................1 
   THE COMPANIES..................................................................................................2 
   THE MERGER.....................................................................................................3 
QUESTIONS AND ANSWERS ABOUT THE VOTING PROCEDURES FOR THE                                                           
     ANNUAL MEETING..............................................................................................17 
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF PROVIDENT BANCORP, INC........................................19 
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WARWICK COMMUNITY BANCORP, INC................................23 
SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL DATA.........................................................26 
   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION..............................................26 
   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET......................................................27 
   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME...............................................29 
   COMPARATIVE PRO FORMA PER SHARE DATA..........................................................................32 
RISKS RELATED TO THE MERGER......................................................................................33 
   RISKS RELATED TO THE MERGER...................................................................................33 
   YOU MAY NOT RECEIVE THE FORM OF MERGER CONSIDERATION THAT YOU ELECT...........................................33 
   PROVIDENT BANCORP MAY FAIL TO REALIZE THE ANTICIPATED BENEFITS OF THE MERGER..................................33 
   BECAUSE THE MARKET PRICE OF PROVIDENT BANCORP COMMON STOCK MAY FLUCTUATE, YOU CANNOT BE SURE                     
   OF THE VALUE OF THE MERGER CONSIDERATION THAT YOU WILL RECEIVE................................................34 
   WARWICK COMMUNITY BANCORP STOCKHOLDERS WHO MAKE ELECTIONS WILL BE UNABLE TO SELL                                 
   THEIR SHARES IN THE MARKET AFTER MAKING THEIR ELECTION........................................................34 
   WARWICK COMMUNITY BANCORP DIRECTORS AND OFFICERS HAVE INTERESTS IN THE MERGER BESIDES                            
   THOSE OF A STOCKHOLDER........................................................................................34 
   PROVIDENT BANCORP MAY NOT RECEIVE REQUIRED REGULATORY APPROVALS.  SUCH APPROVALS, IF RECEIVED, MAY BE SUBJECT    
   TO ADVERSE REGULATORY CONDITIONS..............................................................................35 
   RISKS ABOUT PROVIDENT BANCORP.................................................................................35 
   OUR COMMERCIAL REAL ESTATE, COMMERCIAL BUSINESS AND CONSTRUCTION LOANS EXPOSE US TO INCREASED CREDIT RISKS....35 
   CHANGES IN THE VALUE OF GOODWILL COULD REDUCE OUR EARNINGS....................................................36 
   WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH, WHICH MAY DIVERT RESOURCES AND LIMIT OUR ABILITY TO SUCCESSFULLY     
   EXPAND OUR OPERATIONS.........................................................................................36 
   PROVIDENT BANCORP'S FINANCIAL SUCCESS DEPENDS ON THE SUCCESSFUL INTEGRATION OF ITS RECENT ACQUISITIONS........37 
   THE ISSUANCE OF SHARES AND CASH TO THE CHARITABLE FOUNDATION WILL ADVERSELY AFFECT NET INCOME IN 2004.........37 
   OUR CONTINUING CONCENTRATION OF LOANS IN OUR PRIMARY MARKET AREA MAY                                             
   INCREASE OUR RISK.............................................................................................38 
   IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO COVER ACTUAL LOAN LOSSES, OUR EARNINGS COULD DECREASE...38 

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   CHANGES IN MARKET INTEREST RATES COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.....39
   STRONG COMPETITION WITHIN OUR MARKET AREA MAY LIMIT OUR GROWTH AND PROFITABILITY..............................39
   WE OPERATE IN A HIGHLY REGULATED ENVIRONMENT AND WE MAY BE ADVERSELY AFFECTED BY CHANGES IN LAWS AND            
   REGULATIONS...................................................................................................40
   THE IMPLEMENTATION OF STOCK-BASED BENEFIT PLANS MAY DILUTE YOUR OWNERSHIP INTEREST............................40
   OUR RECOGNITION AND RETENTION PLAN WILL INCREASE OUR COSTS, WHICH WILL REDUCE OUR PROFITABILITY AND             
   STOCKHOLDERS' EQUITY..........................................................................................41
   WE MAY BE REQUIRED TO CHANGE THE WAY WE RECOGNIZE EXPENSE FOR OUR STOCK OPTIONS...............................41
   A BREACH OF INFORMATION SECURITY COULD NEGATIVELY AFFECT OUR EARNINGS.........................................41
   VARIOUS FACTORS MAY MAKE TAKEOVER ATTEMPTS MORE DIFFICULT TO ACHIEVE..........................................42
   RISKS RELATED TO PRIOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF WARWICK COMMUNITY BANCORP.............42
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS........................................................44
THE WARWICK COMMUNITY BANCORP, INC. ANNUAL MEETING...............................................................46
   MATTERS TO BE CONSIDERED......................................................................................46
   PROXIES.......................................................................................................46
   SOLICITATION OF PROXIES.......................................................................................47
   RECORD DATE...................................................................................................48
   VOTING RIGHTS AND VOTE REQUIRED...............................................................................48
   RECOMMENDATION OF THE BOARD OF DIRECTORS......................................................................49
   ATTENDING THE WARWICK COMMUNITY BANCORP ANNUAL MEETING........................................................49
   PARTICIPANTS IN WARWICK COMMUNITY BANCORP'S AND WARWICK SAVINGS' BENEFIT PLANS................................49
   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF WARWICK COMMUNITY BANCORP..................................49
INFORMATION ABOUT THE COMPANIES..................................................................................52
PROPOSAL I -- THE PROPOSED MERGER................................................................................55
   GENERAL.......................................................................................................55
   BACKGROUND OF THE MERGER......................................................................................55
   WARWICK COMMUNITY BANCORP'S REASONS FOR THE MERGER; RECOMMENDATION OF WARWICK COMMUNITY BANCORP'S BOARD OF      
   DIRECTORS.....................................................................................................58
   OPINION OF WARWICK COMMUNITY BANCORP, INC.'S FINANCIAL ADVISOR................................................62
   PROVIDENT BANCORP'S REASONS FOR THE MERGER....................................................................74
   MERGER CONSIDERATION; CASH OR STOCK ELECTION..................................................................76
   ELECTION PROCEDURES; SURRENDER OF STOCK CERTIFICATES..........................................................79
   TREATMENT OF WARWICK COMMUNITY BANCORP STOCK OPTIONS..........................................................81
   EMPLOYEE MATTERS..............................................................................................82
   INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGER.............................................................82
   CONDUCT OF BUSINESS PENDING THE MERGER........................................................................85
   PAYMENT OF SPECIAL CASH DIVIDEND..............................................................................87
   REPRESENTATIONS AND WARRANTIES................................................................................87
   CONDITIONS TO THE MERGER......................................................................................88
   REGULATORY APPROVALS REQUIRED FOR THE MERGER..................................................................89
   NO SOLICITATION...............................................................................................91
   TERMINATION; AMENDMENT; WAIVER................................................................................92
   MANAGEMENT AND OPERATIONS AFTER THE MERGER....................................................................94
   EFFECTIVE DATE OF MERGER......................................................................................94

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   PUBLIC TRADING MARKETS........................................................................................95
   WARWICK COMMUNITY BANCORP RIGHTS AGREEMENT....................................................................95
   PROVIDENT BANCORP DIVIDENDS...................................................................................95
   FEES AND EXPENSES.............................................................................................96
   MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER..........................................96
   RESALE OF PROVIDENT BANCORP COMMON STOCK.....................................................................103
   ACCOUNTING TREATMENT.........................................................................................103
   DISSENTERS' RIGHTS OF APPRAISAL..............................................................................103
   WARWICK COMMUNITY BANCORP STOCK TRADING AND DIVIDEND INFORMATION.............................................109
   PROVIDENT BANCORP STOCK TRADING AND DIVIDEND INFORMATION.....................................................110
   DESCRIPTION OF CAPITAL STOCK OF PROVIDENT BANCORP............................................................114
   PROVISIONS OF THE PROVIDENT BANCORP CERTIFICATE OF INCORPORATION AND BYLAWS..................................115
   BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS...........................................................117
   BUSINESS COMBINATION STATUTES AND PROVISIONS.................................................................118
PROPOSAL II - ELECTION OF DIRECTORS.............................................................................119
   GENERAL......................................................................................................119
   INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS..........................................................119
   NOMINEES FOR ELECTION AS DIRECTORS...........................................................................120
   CONTINUING DIRECTORS.........................................................................................121
   BOARD MEETINGS, BOARD COMMITTEES AND CORPORATE GOVERNANCE MATTERS............................................122
   AUDIT COMMITTEE REPORT.......................................................................................126
   RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..............................................127
   GENERAL......................................................................................................127
   INDEPENDENT AUDITING FIRM FEES...............................................................................128
   CHANGE IN AUDITORS...........................................................................................128
   DIRECTORS COMPENSATION.......................................................................................129
   FEE ARRANGEMENTS.............................................................................................129
   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION..................................................130
   COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION......................................................130
   PERFORMANCE GRAPH............................................................................................133
   EXECUTIVE COMPENSATION.......................................................................................134
   SUMMARY COMPENSATION TABLE...................................................................................134
   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES.............................135
   OTHER COMPENSATION PLANS AND ARRANGEMENTS....................................................................135
   PENSION PLAN TABLE(1)........................................................................................137
   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.......................................................................137
   TRANSACTIONS WITH CERTAIN RELATED PERSONS....................................................................138
   COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT............................................................138
   EQUITY COMPENSATION PLAN INFORMATION TABLE...................................................................138
PROPOSAL III - RATIFICATION OF APPOINTMENT OF INDEPENDENT                                                          
     REGISTERED PUBLIC ACCOUNTING FIRM..........................................................................139
ADDITIONAL INFORMATION..........................................................................................140
EXPERTS.........................................................................................................141
LEGAL OPINIONS..................................................................................................141
OTHER MATTERS...................................................................................................142
WHERE YOU CAN FIND MORE INFORMATION.............................................................................142

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APPENDICES                                                                                                       

A. Agreement and Plan of Merger by and between Provident Bancorp, Inc. and Warwick                               
   Community Bancorp, Inc. dated March 15, 2004...............................................................A-1

B. Opinion of Sandler O'Neill & Partners, L.P.................................................................B-1

C. Section 262 of the Delaware General Corporation Law........................................................C-1

D. Warwick Community Bancorp, Inc. Audit Committee Charter....................................................D-1

E. Warwick Community Bancorp, Inc. Nominating Committee Charter...............................................E-1

F. Index to Consolidated Financial Statements of E.N.B. Holding Company, Inc..................................F-1

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 WARWICK COMMUNITY BANCORP, INC.
 18 OAKLAND AVENUE
 WARWICK, NEW YORK 10990

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on __________, 2004

 NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Warwick Community Bancorp, Inc. will be held at ___________________,            
___________________, __________, New York, on __________, 2004 at ________ a.m.,
local time, for the following purposes:                                         

       1.      To consider and vote on a proposal to approve the Agreement and
          Plan of Merger, by and between Provident Bancorp, Inc. and
                Warwick Community Bancorp, Inc., dated as of March 15, 2004, and
             all of the matters contemplated in the agreement, pursuant to
        which Warwick Community Bancorp will merge with and into
             Provident Bancorp, with Provident Bancorp being the surviving
corporation;                                    

2.      To elect three persons to serve as directors of Warwick 
            Community Bancorp until the merger with Provident Bancorp is
               consummated or, if the merger is not consummated, for a term of
three years each;                               

  3.      To ratify the appointment of KPMG LLP as Warwick Community
               Bancorp's independent registered public accounting firm for the
year ending December 31, 2004; and              

such other matters as may properly come before the Warwick Community Bancorp    
annual meeting or any adjournment or postponement of the meeting, including any 
proposal to approve the adjournment of the annual meeting, if necessary, to     
solicit additional proxies, in the event that there are not sufficient votes at 
the time of the special meeting to approve the proposals. As of the date of this
Proxy Statement/Prospectus, management of Warwick Community Bancorp is not aware
of any other business to be considered.                                         

      We more fully describe the merger with Provident Bancorp and the other
proposals in the attached Proxy Statement/Prospectus, which you should read     
carefully and in its entirety before voting. A copy of the merger agreement is  
included as APPENDIX A to the accompanying Proxy Statement/Prospectus.          

       We have established __________, 2004 as the record date for determining
the stockholders entitled to notice of and to vote at the annual meeting. Only  
record holders of Warwick Community Bancorp common stock as of the close of     
business on that date will be entitled to vote at the annual meeting or any     
adjournment or postponement of the meeting. If there are not sufficient votes   
for a quorum or to approve or ratify any of the foregoing proposals at the time 
of the annual meeting, the annual meeting may be adjourned in order to permit   
further solicitation of proxies by Warwick Community Bancorp. A list of         
stockholders entitled to vote                                                   

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at the annual meeting will be available at Warwick Community Bancorp, Inc., 18  
Oakland Avenue, Warwick, New York, for ten days prior to the annual meeting and 
also will be available at the annual meeting.                                   

 Our board of directors unanimously recommends that you vote "FOR"
approval of the merger agreement and the transactions contemplated in the merger
agreement, "FOR" each of the nominees for director listed in the Proxy          
Statement/Prospectus and "FOR" ratification of the appointment of KPMG LLP as   
Warwick Community Bancorp's independent registered public accounting firm for   
the year ending December 31, 2004.                                              

        PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. Your vote is important, regardless of the number
of shares that you own. Voting by proxy will not prevent you from voting in     
person at Warwick Community Bancorp's annual meeting, but will assure that your 
vote is counted if you are unable to attend.                                    

                                     By Order of the Board of Directors,

                              ----------------------------
                   Lois E. Ulatowski
                     Corporate Secretary

Warwick, New York                                                               

________, 2004                                                                  

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 SUMMARY

      This is a summary of certain information regarding the proposed merger
and the stockholder meeting to vote on the merger agreement contained in this   
document. It does not contain all of the information that may be important to   
you. We urge you to carefully read the entire document, including the           
Appendices, before deciding how to vote.                                        

WHAT THIS DOCUMENT IS ABOUT                                                     

        The boards of directors of Warwick Community Bancorp, Inc. and Provident
Bancorp, Inc. have approved the merger agreement between Warwick Community      
Bancorp and Provident Bancorp pursuant to which Warwick Community Bancorp will  
merge with and into Provident Bancorp. The merger cannot be completed unless the
stockholders of Warwick Community Bancorp approve the merger agreement. Warwick 
Community Bancorp's stockholders will vote on the merger agreement at Warwick   
Community Bancorp's annual meeting. They will also vote on the election of three
directors and the ratification of KPMG LLP as Warwick Community Bancorp's       
independent registered public accounting firm for the year ending December 31,  
2004. This document is the Proxy Statement used by your board to solicit proxies
for the annual meeting. It is also the Prospectus of Provident Bancorp regarding
the shares of Provident Bancorp common stock to be issued to Warwick Community  
Bancorp stockholders if the merger is completed.                                

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THE WARWICK COMMUNITY BANCORP                                                                            
ANNUAL MEETING                                                                                           

Date, Time and Place............................ Warwick Community Bancorp will hold its annual meeting  
                                                 of stockholders on __________, 2004, ________ a.m., at  
                                                 ___________________, ___________________, __________,   
                                                 New York.                                               

Record Date..................................... __________, 2004.                                       

Shares Entitled to Vote......................... _________ shares of Warwick Community Bancorp common    
                                                 stock were outstanding on the Record Date and entitled  
                                                 to vote at the Warwick Community Bancorp annual meeting.

Purpose of the Annual Meeting................... To consider and vote on the merger agreement, the       
                                                 election of three directors and the ratification of KPMG
                                                 LLP as Warwick Community Bancorp's independent          
                                                 registered public accounting firm for the year ending   
                                                 December 31, 2004.                                      

Vote Required................................... A majority of the outstanding shares of Warwick         
                                                 Community Bancorp common stock entitled to vote must be 
                                                 cast in favor of the merger                             

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                                                 agreement for it to be approved. Directors are elected  
                                                 by a plurality of votes cast, without regard to either  
                                                 broker non-votes or proxies as to which authority to    
                                                 vote for the nominees being proposed is withheld. The   
                                                 ratification of KPMG LLP as independent registered      
                                                 public accounting firm is determined by a majority of   
                                                 the votes cast, without regard to broker non-votes or   
                                                 proxies marked "ABSTAIN."                               

                                                 As of the record date, the directors and executive      
                                                 officers of Warwick Community Bancorp and their         
                                                 affiliates beneficially owned ________ shares, or       
                                                 approximately ___% of the outstanding shares of Warwick 
                                                 Community Bancorp common stock. Pursuant to voting      
                                                 agreements entered into at the time the merger agreement
                                                 with Provident Bancorp was signed, each director of     
                                                 Warwick Community Bancorp has agreed, among other       
                                                 things, to vote or cause to be voted all shares over    
                                                 which they maintain sole or shared voting power in favor
                                                 of approval and adoption of the merger agreement.       

The Warwick Community Bancorp Board                                                                      
Recommends You Vote in Favor of the                                                                      
Proposals....................................... Warwick Community Bancorp's board of directors has      
                                                 unanimously approved the merger agreement and           
                                                 unanimously recommends that Warwick Community Bancorp   
                                                 stockholders vote "FOR" the merger agreement, "FOR" each
                                                 of the nominees listed in this Proxy                    
                                                 Statement/Prospectus for the Warwick Community Bancorp  
                                                 board and "FOR" the ratification of KPMG LLP as         
                                                 independent registered public accounting firm for the   
                                                 year ending December 31, 2004.                          

THE COMPANIES                                                                                            

Provident Bancorp............................... Provident Bancorp, a Delaware corporation, is the       
                                                 savings and loan holding company for Provident Bank.    
                                                 Provident Bank is a federally-chartered savings         
                                                 association that operates 27 full-service banking       
                                                 offices in Rockland, Orange, Ulster and Sullivan        
                                                 Counties in New York. Provident Bank has established    
                                                 Provident                                               

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                                                 Municipal Bank as a special purpose New York-chartered  
                                                 commercial bank that accepts deposits from              
                                                 municipalities in the State of New York. The Federal    
                                                 Deposit Insurance Corporation insures the deposits of   
                                                 Provident Bank and Provident Municipal Bank. At March   
                                                 31, 2004, Provident Bancorp had $1.7 billion in total   
                                                 consolidated assets. Provident Bancorp's principal      
                                                 executive offices are located at 400 Rella Boulevard,   
                                                 Montebello, New York 10901. Provident Bancorp's         
                                                 telephone number is (845) 369-8040.                     

Warwick Community Bancorp....................... Warwick Community Bancorp, a Delaware corporation, is   
                                                 the bank holding company for The Warwick Savings Bank,  
                                                 which we refer to in this document as "Warwick Savings",
                                                 a New York savings bank that operates seven full-service
                                                 banking offices in Orange and Putnam Counties in New    
                                                 York, and The Towne Center Bank, a New Jersey commercial
                                                 bank with two banking offices in Bergen County, New     
                                                 Jersey. Warwick Savings has established Warwick         
                                                 Commercial Bank as a special purpose New York-chartered 
                                                 commercial bank that accepts deposits from              
                                                 municipalities in the State of New York. The Federal    
                                                 Deposit Insurance Corporation insures the deposits of   
                                                 Warwick Savings, The Towne Center Bank and Warwick      
                                                 Commercial Bank. At March 31, 2004, Warwick Community   
                                                 Bancorp had approximately $747 million in total         
                                                 consolidated assets. Warwick Community Bancorp's        
                                                 principal executive offices are located at 18 Oakland   
                                                 Avenue, Warwick, New York 10990. Warwick Community      
                                                 Bancorp's telephone number is (845) 986-2206.           

THE MERGER                                                                                               

                                                 Warwick Community Bancorp will merge with and into      
General Description (See page 55)..............  Provident Bancorp, with Provident Bancorp as the        
                                                 surviving entity. The merger will be completed within   
                                                 thirty days after all material conditions to closing    
                                                 have been met, unless Provident Bancorp and Warwick     
                                                 Community Bancorp agree on a different closing date. In 

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                                                 addition, in the event the closing would be required to 
                                                 occur on or after September 11, 2004 but before October 
                                                 1, 2004, then, at Provident Bancorp's sole discretion,  
                                                 the closing may occur on the close of business on       
                                                 October 1, 2004, provided that all conditions precedent 
                                                 to the closing have been fulfilled or waived. A copy of 
                                                 the merger agreement is attached as APPENDIX A to this  
                                                 document and is incorporated by reference.              

Consideration Payable to Warwick                                                                         
Community Bancorp                                                                                        
Stockholders (See page 76)...................... Warwick Community Bancorp stockholders will be offered  
                                                 the opportunity to elect to receive merger consideration
                                                 in the form of 2.7810 shares of Provident Bancorp common
                                                 stock, $32.26 in cash or a combination of Provident     
                                                 Bancorp common stock and cash in exchange for their     
                                                 shares of Warwick Community Bancorp common stock.       
                                                 However, because the merger agreement generally provides
                                                 that 50% of the total number of shares of Warwick       
                                                 Community Bancorp common stock outstanding at the       
                                                 closing will be converted into Provident Bancorp common 
                                                 stock and the remaining 50% of the outstanding shares   
                                                 will be converted into cash, regardless of a Warwick    
                                                 Community Bancorp stockholder's election, a Warwick     
                                                 Community Bancorp stockholder may actually receive a    
                                                 combination of cash and shares of Provident Bancorp     
                                                 common stock for his, her or its Warwick Community      
                                                 Bancorp shares that is different than what such         
                                                 stockholder elected depending on the elections made by  
                                                 other Warwick Community Bancorp stockholders. All       
                                                 elections will be subject to the allocation and         
                                                 proration procedures described in the merger agreement. 

                                                 For tax reasons that are explained on page 77, the      
                                                 number of shares of Provident Bancorp common stock that 
                                                 will be issued in the merger to Warwick Community       
                                                 Bancorp stockholders may be increased, and the aggregate
                                                 amount of cash that will be issued to Warwick Community 
                                                 Bancorp stockholders may be decreased. If this          

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                                                tax-related adjustment becomes necessary, the amount of 
                                                cash you would have received, after taking into account 
                                                your election and any proration, will be reduced and you
                                                will receive additional shares of Provident Bancorp     
                                                common stock instead. Whether the tax-related adjustment
                                                will be made, and the magnitude of the adjustment, if   
                                                made, will be based on a number of factors, including   
                                                the trading price of Provident Bancorp common stock on  
                                                the date of the merger.                                 

                                                Warwick Community Bancorp stockholders may also receive 
                                                a special cash dividend based on factors relating to the
                                                disposition of the automobile lease portfolio held by   
                                                Warwick Savings. Warwick Savings has disposed of all the
                                                automobiles and related lease receivables in the        
                                                automobile lease portfolio for total consideration of   
                                                $7,052,000, of which $7,008,000 was received by Warwick 
                                                Savings in cash and $44,000 is being held in escrow.    
                                                Warwick Savings realized a loss on this sale of         
                                                $2,573,000, beyond reserves established for this        
                                                portfolio through March 31, 2004, in the second calendar
                                                quarter of 2004. While Warwick Savings has disposed of  
                                                all such automobiles, the ultimate amount of the        
                                                dividend (if any) will depend on a number of additional 
                                                factors, including certain costs and expenses relating  
                                                to the portfolio and legal limitations (including the   
                                                approval of the New York State Banking Department in    
                                                respect of any special dividend payment). Accordingly,  
                                                Warwick cannot give any assurances to the amount or     
                                                timing of any special dividend. See page 87.            

Election of Cash or Stock Consideration (See                                                            
page 79)....................................... No more than 40 business days and no less than 20       
                                                business days before the expected date of completion of 
                                                the merger, Provident Bancorp will send an election form
                                                to Warwick Community Bancorp stockholders that you may  
                                                use to indicate whether your preference is to receive   
                                                cash, Provident Bancorp common stock or a combination of
                                                cash and Provident Bancorp common stock, or whether you 
                                                have no                                                 

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preference for your shares of Warwick Community Bancorp 
common stock.                                           

WARWICK COMMUNITY BANCORP STOCKHOLDERS SHOULD NOT SEND  
IN THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE          
INSTRUCTIONS FROM THE PROVIDENT BANCORP EXCHANGE AGENT. 

The merger agreement contains allocation and proration  
provisions that are designed to ensure that, subject to 
a tax-related adjustment, 50% of the outstanding shares 
of common stock of Warwick Community Bancorp will be    
exchanged for shares of Provident Bancorp common stock  
and the remaining 50% of the outstanding shares of      
common stock of Warwick Community Bancorp will be       
exchanged for cash.                                     

Therefore, if the holders of more than 50% of the       
outstanding Warwick Community Bancorp common stock elect
to receive Provident Bancorp common stock for such      
shares, the amount of Provident Bancorp common stock    
that each such stockholder would receive from Provident 
Bancorp will be reduced on a pro rata basis. As a       
result, these Warwick Community Bancorp stockholders    
will receive cash consideration for any Warwick         
Community Bancorp shares for which they do not receive  
Provident Bancorp common stock.                         

Similarly, if the holders of more than 50% of the       
outstanding Warwick Community Bancorp common stock elect
to receive cash for such shares, the amount of cash that
each such stockholder would receive from Provident      
Bancorp will be reduced on a pro rata basis. As a       
result, such stockholders will receive Provident Bancorp
common stock for any Warwick Community Bancorp shares   
for which they do not receive cash.                     

THE DEADLINE FOR RETURNING THE ELECTION FORM IS THE     
CLOSE OF BUSINESS ON THE TWENTY-FIFTH DAY FOLLOWING THE 
MAILING DATE OF THE ELECTION FORM, NOT INCLUDING THE    
DATE OF MAILING, UNLESS                                 

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                                                 WARWICK COMMUNITY BANCORP AND PROVIDENT BANCORP MUTUALLY
                                                 AGREE UPON ANOTHER DEADLINE DATE. IF YOU DO NOT MAKE AN 
                                                 ELECTION, YOU WILL BE ALLOCATED EITHER CASH OR SHARES OF
                                                 PROVIDENT BANCORP COMMON STOCK, OR A COMBINATION OF CASH
                                                 AND SHARES OF PROVIDENT BANCORP COMMON STOCK, DEPENDING 
                                                 ON THE ELECTIONS MADE BY OTHER WARWICK COMMUNITY BANCORP
                                                 STOCKHOLDERS.                                           

Comparative Market Prices and Share                                                                      
Information (See page 109)...................... Provident Bancorp common stock is listed on the Nasdaq  
                                                 National Market under the symbol "PBCP." Warwick        
                                                 Community Bancorp common stock is listed on the Nasdaq  
                                                 National Market under the symbol "WSBI." The table below
                                                 presents the per share closing prices of Provident      
                                                 Bancorp's and Warwick Community Bancorp's common stock  
                                                 and the equivalent per share price for Warwick Community
                                                 Bancorp common stock on (1) March 15, 2004, the last    
                                                 trading date before public announcement of the merger   
                                                 agreement and (2) ________, 2004, the latest practicable
                                                 date before printing of this Proxy Statement/Prospectus.
                                                 The equivalent price per share column is calculated by  
                                                 assuming half of each share of Warwick Community        
                                                 Bancorp's common stock is converted into Provident      
                                                 Bancorp common stock at an exchange ratio of 2.7810     
                                                 shares per full Warwick Community Bancorp share and the 
                                                 remaining half is converted into cash at $32.26 per full
                                                 Warwick Community Bancorp share. For more information   
                                                 about the exchange ratio, see "Proposal I - The Proposed
                                                 Merger - Merger Consideration; Cash or Stock Election," 
                                                 and for more information about the stock prices and     
                                                 dividends of Provident Bancorp and Warwick Community    
                                                 Bancorp, see "Warwick Community Bancorp Stock Trading   
                                                 and Dividend Information" and "Provident Bancorp Stock  
                                                 Trading and Dividend Information."                      

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                                                     LAST REPORTED SALE PRICE FOR SHARES OF              
                                                 ------------------------------------------------        
                                                                           WARWICK                       
                                                             PROVIDENT    COMMUNITY                      
                                                              BANCORP      BANCORP     EQUIVALENT        
                                                              COMMON       COMMON      PER SHARE         
                                                               STOCK        STOCK        PRICE           
                                                            -----------  -----------  -----------        
                                                 March 15,                                               
                                                 2004        $   11.85    $   33.57    $   32.61         

                                                 ________,                                               
                                                 2004                                                    

                                                 The market price of Provident Bancorp's common stock    
                                                 will fluctuate between the date of this Proxy           
                                                 Statement/Prosp and the date on which the merger takes  
                                                 place, as well as after completion of the merger.       
                                                 Warwick Community Bancorp stockholders are advised to   
                                                 obtain current market quotations for Provident Bancorp's
                                                 common stock. No assurance can be given as to the market
                                                 price of Provident Bancorp's common stock at the time of
                                                 the merger or thereafter.                               

Provident Bancorp Dividends (See page                                                                    
110)............................................ During the quarter ended June 30, 2004, Provident       
                                                 Bancorp paid a cash dividend on its common stock of     
                                                 $0.04 per share. Provident Bancorp currently expects to 
                                                 continue to pay a quarterly dividend of at least $0.04  
                                                 per share of common stock. Although there is no present 
                                                 plan or intention to decrease this dividend, the        
                                                 Provident Bancorp board of directors may, subject to    
                                                 applicable law and regulations, change this dividend    
                                                 amount at any time, and Provident Bancorp's ability to  
                                                 pay dividends on its common stock is subject to various 
                                                 legal and regulatory limitations.                       

Dissenters' Rights for Warwick Community                                                                 
Bancorp Stockholders (See page 103)............. Under Delaware General Corporation Law, holders of      
                                                 Warwick Community Bancorp common stock have the right to
                                                 obtain an appraisal of the value of their shares of     
                                                 Warwick Community Bancorp common stock in connection    
                                                 with the merger. To perfect appraisal rights, a Warwick 
                                                 Community Bancorp stockholder must not vote for the     
                                                 adoption of the merger agreement and must strictly      
                                                 comply with all of the procedures required under Section

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                                                 262 of the Delaware General Corporation Law. These      
                                                 procedures are described more fully beginning on page   
                                                 103.                                                    

                                                 We have included a copy of the Delaware General         
                                                 Corporation Law - Section 262 -- Appraisal Rights as    
                                                 APPENDIX C to this document.                            

Material Federal Income Tax Consequences                                                                 
of the Merger (See page 96)..................... The merger has been structured to qualify as a          
                                                 "reorganization" under Section 368(a) of the Internal   
                                                 Revenue Code for U.S. federal income tax purposes, and  
                                                 it is a condition to the respective obligations of the  
                                                 parties to complete the merger that Provident Bancorp   
                                                 and Warwick Community Bancorp each receive a legal      
                                                 opinion to the effect that the merger will so qualify.  
                                                 The consequences described below assume that, as        
                                                 expected, the merger will qualify as a reorganization   
                                                 for federal income tax purposes. The federal income tax 
                                                 consequences of the merger to you will depend on the    
                                                 form of consideration you receive in the merger. If you 
                                                 receive solely Provident Bancorp common stock in        
                                                 exchange for your Warwick Community Bancorp common      
                                                 stock, you will generally not recognize any gain or loss
                                                 for federal income tax purposes (except with respect to 
                                                 cash received in lieu of any fractional shares). If you 
                                                 receive solely cash in exchange for your Warwick        
                                                 Community Bancorp common stock, you will generally      
                                                 recognize gain or loss in an amount equal to the        
                                                 difference between the amount of cash received and your 
                                                 tax basis in your shares of Warwick Community Bancorp   
                                                 common stock exchanged.                                 

                                                 If you receive a combination of Provident Bancorp common
                                                 stock and cash in exchange for your shares of Warwick   
                                                 Community Bancorp common stock, and your tax basis in   
                                                 your shares of Warwick Community Bancorp common stock is
                                                 less than the sum of the amount of cash and the fair    
                                                 market value of the Provident Bancorp common stock you  
                                                 receive, you generally will                             

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                                                 recognize gain in an amount equal to the lesser of:     

                                                         (1)     the sum of the amount of cash and the   
                                                 fair market value of the Provident Bancorp common stock 
                                                 you receive minus your tax basis in Warwick Community   
                                                 Bancorp common stock exchanged in the merger; or        

                                                         (2)     the amount of cash that you receive in  
                                                 the merger.                                             

                                                 However, if you receive a combination of Provident      
                                                 Bancorp common stock and cash in exchange for your      
                                                 shares of Warwick Community Bancorp and you realize a   
                                                 loss because your tax basis in your shares of Warwick   
                                                 Community Bancorp common stock is greater than the sum  
                                                 of the amount of cash and the fair market value of the  
                                                 Provident Bancorp common stock you receive, the loss    
                                                 will not currently be allowed.                          

                                                 THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO YOU
                                                 WILL DEPEND UPON YOUR OWN SITUATION. IN ADDITION, YOU   
                                                 MAY BE SUBJECT TO STATE, LOCAL OR FOREIGN TAX LAWS THAT 
                                                 ARE NOT DISCUSSED IN THIS DOCUMENT. YOU SHOULD CONSULT  
                                                 YOUR OWN TAX ADVISOR FOR A FULL UNDERSTANDING OF THE    
                                                 SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU.         

Treatment of Warwick Community                                                                           
Bancorp Stock Options (See page 81)............. In the merger, the outstanding and unexercised options  
                                                 to acquire Warwick Community Bancorp common stock will  
                                                 be cancelled and all rights under the options will be   
                                                 extinguished in exchange for a cash payment determined  
                                                 by multiplying the number of Warwick Community Bancorp  
                                                 common stock subject to the option by an amount equal to
                                                 $32.26 less the exercise price per share of the option. 

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Reselling the Stock You Receive in                                                                       
the Merger (See page 103)....................... The shares of Provident Bancorp common stock to be      
                                                 issued in the merger will be registered under the       
                                                 Securities Act of 1933. Except as noted below,          
                                                 stockholders may freely transfer those shares after they
                                                 receive them. Warwick Community Bancorp has identified  
                                                 certain of its directors, executive officers and others 
                                                 who may be deemed "affiliates" of Warwick Community     
                                                 Bancorp, and those persons have entered into agreements 
                                                 with Provident Bancorp restricting their ability to     
                                                 transfer the shares they will receive in the merger.    

Differences in Stockholders' Rights (See                                                                 
page 111)....................................... In the merger, each Warwick Community Bancorp           
                                                 stockholder who receives Provident Bancorp common stock 
                                                 will become a Provident Bancorp stockholder. The rights 
                                                 of Warwick Community Bancorp stockholders are currently 
                                                 governed by the Delaware General Corporation Law and    
                                                 Warwick Community Bancorp's certificate of incorporation
                                                 and by-laws. The rights of Provident Bancorp            
                                                 stockholders are currently governed by Delaware General 
                                                 Corporation Law and Provident Bancorp's certificate of  
                                                 incorporation and by-laws. There are differences in the 
                                                 rights of stockholders of Warwick Community Bancorp and 
                                                 Provident Bancorp stockholders with respect to voting   
                                                 requirements and various other matters.                 

Reasons for the Merger (See pages 58 and                                                                 
74)............................................. On January 14, 2004, Provident Bank completed its       
                                                 "second step" conversion from the mutual holding company
                                                 structure to the fully converted stock form of          
                                                 ownership. As part of the conversion, Provident Bancorp 
                                                 raised approximately $195.7 million in new capital. Over
                                                 the last several years, Provident Bancorp has expanded  
                                                 its operations through acquisitions, including the      

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                                                 acquisition of E.N.B. Holding Company, Inc. completed on
                                                 January 14, 2004, contemporaneous with the completion of
                                                 the second step conversion transaction, and the         
                                                 acquisition of The National Bank of Florida in April    
                                                 2002. Provident Bancorp identified Warwick Community    
                                                 Bancorp as a merger candidate that would add to its     
                                                 franchise by expanding its banking operations in Orange 
                                                 County, New York, which Provident Bancorp believes is an
                                                 attractive market area.                                 

                                                 Warwick Community Bancorp entered into the merger       
                                                 agreement at the conclusion of a process in which       
                                                 Warwick Community Bancorp determined that a merger with 
                                                 Provident Bancorp was in the best interests of its      
                                                 stockholders. The reasons of the Warwick Community      
                                                 Bancorp board are discussed in more detail in the body  
                                                 of this document, and include among others the          
                                                 expectation that the combined company would have better 
                                                 future prospects than Warwick Community Bancorp was     
                                                 likely to achieve on a stand-alone basis. The Warwick   
                                                 Community Bancorp board of directors believes that the  
                                                 merger is fair to Warwick Community Bancorp stockholders
                                                 and urges stockholders to vote "FOR" approval of the    
                                                 merger agreement.                                       

Opinion of Warwick Community Bancorp's                                                                   
Financial Advisor (See page 62)................. Among other factors considered in deciding to approve   
                                                 the merger agreement, the board of directors of Warwick 
                                                 Community Bancorp considered the opinion of Sandler     
                                                 O'Neill & Partners, L.P., its financial advisor,        
                                                 provided to the Warwick Community Bancorp board of      
                                                 directors on March 15, 2004 that as of that date, and   
                                                 based on and subject to the assumptions made, matters   
                                                 considered and qualifications and limitations in its    
                                                 opinion, the merger consideration provided for in the   
                                                 merger agreement was fair from a financial point of view
                                                 to holders of Warwick Community Bancorp common stock.   
                                                 This opinion was subsequently confirmed in writing as of
                                                 the date of this Proxy Statement/Prospectus. Holders of 
                                                 Warwick Community Bancorp common stock should carefully 
                                                 read Sandler O'Neill's opinion in its entirety. A copy  
                                                 of the full text of Sandler                             

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                                                 O'Neill's fairness opinion dated as of the date of this 
                                                 Proxy Statement/Prospectus is included as APPENDIX B to 
                                                 this Proxy Statement/Prospectus. Sandler O'Neill's      
                                                 opinion is not intended to be and does not constitute a 
                                                 recommendation to any holder of Warwick Community       
                                                 Bancorp common stock as to how such holder should vote  
                                                 in connection with the merger transaction.              

                                                 Pursuant to an engagement letter between Warwick        
                                                 Community Bancorp and Sandler O'Neill, Warwick Community
                                                 Bancorp agreed to pay Sandler O'Neill a fee, the        
                                                 principal portion of which is payable upon completion of
                                                 the merger. Warwick Community Bancorp has paid Sandler  
                                                 O'Neill a fee of $200,000 in connection with rendering  
                                                 its opinion.                                            

Financial Interests of Warwick Community                                                                 
Bancorp's Directors and Officers in the          Some of Warwick Community Bancorp's directors and       
Merger (See page 82)............................ executive officers have financial interests in the      
                                                 merger that are in addition to their interests as       
                                                 stockholders. The Warwick Community Bancorp board of    
                                                 directors considered these interests in deciding to     
                                                 approve the merger agreement.                           

                                                 Provident Bancorp has agreed that two current directors 
                                                 of Warwick Community Bancorp will be appointed as       
                                                 directors of Provident Bancorp and Provident Bank when  
                                                 the merger is completed.                                

                                                 In addition, Messrs. Fred G. Kowal, Ronald J. Gentile   
                                                 and Arthur W. Budich will each receive a payment in     
                                                 consideration of the termination of their existing      
                                                 employment agreements with Warwick Community Bancorp.   

                                                 Messrs. Kowal and Gentile are also participants in a    
                                                 non-tax-qualified benefit restoration plan which will be
                                                 amended in connection with the change in control to     
                                                 require lump sum distributions to be paid to Messrs.    
                                                 Kowal and Gentile within thirty days following the      
                                                 change in control. In addition, Mr. Kowal is a          

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                                                 participant in a supplemental executive retirement plan.
                                                 Mr. Kowal has agreed to a lump sum cash payment from the
                                                 supplemental executive retirement plan at the effective 
                                                 time of the change in control in lieu of any further    
                                                 benefits or accruals under the supplemental executive   
                                                 retirement plan.                                        

                                                 Provident Bancorp has agreed to indemnify the directors 
                                                 and officers of Warwick Community Bancorp against       
                                                 certain liabilities following the merger. Provident     
                                                 Bancorp has also agreed to provide directors' and       
                                                 officers' liability insurance for a period of six years 
                                                 following the merger.                                   

                                                 On the Record Date, directors and executive officers of 
                                                 Warwick Community Bancorp and their affiliates owned    
                                                 _______ shares or ___% of the Warwick Community Bancorp 
                                                 common stock.                                           

Conditions to the Merger (See page 88).......... Completion of the merger is contingent on a number of   
                                                 customary conditions, including approval of the merger  
                                                 agreement by Warwick Community Bancorp stockholders at  
                                                 the annual meetings and receipt of the required         
                                                 regulatory approvals.                                   

Regulatory Approval (See page 89)............... The merger and related transactions are subject to the  
                                                 approval of the Office of Thrift Supervision, the       
                                                 Federal Deposit Insurance Corporation and the New York  
                                                 State Banking Department, and the non-objection of the  
                                                 Federal Reserve Bank of New York. We have filed the     
                                                 applications required to obtain the necessary regulatory
                                                 approvals. As of the date of this document, we have not 
                                                 received the required approvals. We filed a waiver      
                                                 notice with the Federal Reserve Bank of New York.       
                                                 Approval by any of these entities does not constitute an
                                                 endorsement of the merger or a determination that the   
                                                 terms of the merger are fair to Warwick Community       
                                                 Bancorp stockholders.                                   


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Terminating the Merger Agreement (See                                                                    
page 92)........................................ Warwick Community Bancorp will be required to pay       
                                                 Provident Bancorp a termination fee in the amount of    
                                                 $6.5 million if, among other things, in connection with 
                                                 Warwick Community Bancorp's receipt of a superior       
                                                 proposal (as defined in the merger agreement), the      
                                                 merger agreement is terminated because Warwick Community
                                                 Bancorp (i) enters into an acquisition agreement with   
                                                 respect to such superior proposal, (ii) terminates the  
                                                 merger agreement or (iii) withdraws or adversely        
                                                 modifies its recommendation to its stockholders to vote 
                                                 in favor of the merger agreement.                       

                                                 The merger agreement also may be terminated by mutual   
                                                 consent, by either Warwick Community Bancorp or         
                                                 Provident Bancorp if the merger has not occurred by     
                                                 December 31, 2004 and under limited other circumstances 
                                                 described in the merger agreement.                      

Amending the Merger Agreement (See                                                                       
page 92)........................................ The merger agreement may be amended by the written      
                                                 consent of Provident Bancorp and Warwick Community      
                                                 Bancorp at any time prior to the completion of the      
                                                 merger. However, under applicable law, an amendment that
                                                 reduces the amount or value, or changes the form of the 
                                                 merger consideration payable to Warwick Community       
                                                 Bancorp stockholders, and certain other types of        
                                                 amendments cannot be made following adoption of the     
                                                 merger agreement by Warwick Community Bancorp           
                                                 stockholders without their approval.                    

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Purchase Accounting Treatment of the                                                                     
Merger (See page 103)........................... Provident Bancorp expects to account for the merger as a
                                                 purchase for financial reporting purposes. Under the    
                                                 purchase method of accounting, the tangible and         
                                                 identifiable intangible assets and liabilities of       
                                                 Warwick Community Bancorp will be recorded, as of       
                                                 completion of the merger, at their respective fair      
                                                 values. The excess of the purchase price over the net   
                                                 assets acquired will be recorded as goodwill. Goodwill  
                                                 resulting from the merger will not be amortized, but    
                                                 will be reviewed for impairment at least annually. Core 
                                                 deposit and other intangibles with finite useful lives  
                                                 recorded in connection with the merger will be          
                                                 amortized.                                              

Warwick Community Bancorp has Agreed                                                                     
Not to Solicit Alternative Transactions (See                                                             
page 91)........................................ In the merger agreement, Warwick Community Bancorp has  
                                                 agreed not to initiate, solicit or knowingly encourage, 
                                                 negotiate with, or provide any information to any person
                                                 other than Provident Bancorp concerning an acquisition  
                                                 transaction involving Warwick Community Bancorp or      
                                                 Warwick Savings. This restriction may deter other       
                                                 potential acquirors of control of Warwick Community     
                                                 Bancorp. However, Warwick Community Bancorp may take    
                                                 certain of these actions if its board of directors      
                                                 determines that it must do so in order to properly      
                                                 discharge its fiduciary duties following consultation   
                                                 with its legal counsel.                                 

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                            QUESTIONS AND ANSWERS ABOUT THE VOTING                                  
                               PROCEDURES FOR THE ANNUAL MEETING                                    

Q:      WHAT DO I NEED TO DO NOW?                   Q:      IF MY SHARES ARE HELD IN "STREET NAME"  
                                                    BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR 
A:      After you have carefully read this Proxy    ME?                                             
Statement/Prospectus, indicate on your proxy                                                        
card how you want your shares to be voted, then     A:      No. Your broker can not vote on the     
sign and mail it in the enclosed postage-paid       merger proposal on your behalf without specific 
envelope as soon as possible so that your shares    instructions from you. Your broker will vote    
may be represented and voted at the Warwick         your shares on the merger proposal only if you  
Community Bancorp annual meeting. If you sign       provide instructions on how to vote. You should 
and send in your proxy card and do not indicate     follow the directions provided by your broker.  
how you want to vote, we will vote your shares      Your broker can vote your shares on all other   
in favor of the merger agreement and the other      proposals without your instructions.            
proposals to be voted on at the annual meeting.                                                     
                                                    Q.      WHAT IF I FAIL TO INSTRUCT MY BROKER?   
Q:      WHY IS MY VOTE IMPORTANT?                                                                   
                                                    A.      If you fail to instruct your broker how 
A.      If you do not return your proxy card at     to vote your shares and the broker submits an   
or prior to the annual meeting, it will be more     unvoted proxy, the resulting broker "non-vote"  
difficult for Warwick Community Bancorp to          will be counted toward a quorum at the annual   
obtain the necessary quorum to hold the annual      meeting, but it will have the same effect as a  
meeting. The merger must be approved by the         vote against the merger agreement.              
holders of a majority of the outstanding shares                                                     
of Warwick Community Bancorp common stock           Q.      CAN I ATTEND THE ANNUAL MEETING AND VOTE
entitled to vote at the Warwick Community           MY SHARES IN PERSON?                            
Bancorp annual meeting. Therefore, the failure                                                      
of a Warwick Community Bancorp stockholder to       A.      Yes. All stockholders are invited to    
vote, by proxy or in person, will have the same     attend the annual meeting. Stockholders of      
effect as a vote against the merger agreement.      record can vote in person at the annual meeting.
                                                    If a broker holds your shares in street name,   
Q:      HOW DO I VOTE?                              then you are not the stockholder of record and  
                                                    you must ask your broker how you can vote at the
A:      You can vote by mail. For this method       annual meeting in person.                       
you will need to complete, sign, date and return                                                    
your proxy card in the postage-paid envelope        Q:      CAN I CHANGE MY VOTE AFTER I HAVE MAILED
provided. You can also vote in person at the        MY SIGNED PROXY CARD?                           
annual meeting. Even if you plan to attend the                                                      
meeting in person, please take the time to                                                          
properly return the proxy card to ensure that                                                       
your vote is counted.                                                                               

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A:      Yes. If you have not voted through your     Q:      WHOM SHOULD I CALL WITH QUESTIONS OR TO
broker, there are three ways for you to revoke      OBTAIN ADDITIONAL COPIES OF THIS PROXY         
your proxy and change your vote. First, you may     STATEMENT/PROSPECTUS?                          
send written notice to the Corporate Secretary                                                     
of Warwick Community Bancorp stating that you       You should contact:                            
would like to revoke your proxy. Second, you may                                                   
complete and submit a new proxy card. Third, you    Warwick Community Bancorp, Inc.                
may vote in person at the annual meeting. If you    18 Oakland Avenue                              
have instructed a broker to vote your shares,       Warwick, New York 10990                        
you must follow the directions you receive from     Attention:  Barbara A. Rudy-Moore              
your broker to change your vote. Your last vote     Senior Vice President, Shareholder Relations   
will be the vote that is counted.                   Phone Number:  (845) 986-2206                  

Q:      I AM A WARWICK COMMUNITY BANCORP                                                           
STOCKHOLDER. SHOULD I SEND IN MY WARWICK                                                           
COMMUNITY BANCORP STOCK CERTIFICATES NOW?                                                          

A:      No. You should not send in your stock                                                      
certificates at this time. We will separately                                                      
send you an election form with instructions for                                                    
exchanging your Warwick Community Bancorp stock                                                    
certificates.                                                                                      

Q:      WHEN DO YOU EXPECT TO MERGE?                                                               

A:      We are working toward completing the                                                       
merger as quickly as possible. We expect to                                                        
complete the merger in the fourth quarter of                                                       
2004. However, we cannot assure you when or if                                                     
the merger will occur. We must first obtain the                                                    
approvals of stockholders of Warwick Community                                                     
Bancorp and all necessary regulatory approvals.                                                    

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF
 PROVIDENT BANCORP, INC.

The following tables set forth selected consolidated historical 
financial and other data of Provident Bancorp for the periods and at the dates  
indicated. In January 1999, Provident Bank reorganized from a mutual savings    
association into the mutual holding company structure. Prior to that date,      
Provident Bancorp had no significant assets, liabilities or operations and,     
accordingly, the financial and other data prior to that date represents the     
consolidated financial condition and results of operations of Provident Bank.   
The information at September 30, 2003 and 2002 and for the years ended September
30, 2003, 2002 and 2001 is derived in part from and should be read together with
the audited consolidated financial statements and notes thereto of Provident    
Bancorp, incorporated by reference into this Proxy Statement/Prospectus. The    
information at September 30, 2001, 2000 and 1999 and for the years ended        
September 30, 2000 and 1999 was derived in part from audited consolidated       
financial statements that are not included or incorporated in this document. The
information at March 31, 2004 and for the six months ended March 31, 2004 and   
2003 is unaudited. However, in the opinion of management of Provident Bancorp,  
all adjustments, consisting of normal recurring adjustments, necessary for a    
fair presentation of the results of operations for the unaudited periods have   
been made. The selected operating data presented below for the six months ended 
March 31, 2004, are not necessarily indicative of the results that may be       
expected for future periods. You should read this information in conjunction    
with Provident Bancorp's consolidated financial statements and related notes    
included in Provident Bancorp's Annual Report on Form 10-K for the year ended   
September 30, 2003, which is incorporated by reference in this Proxy            
Statement/Prospectus and from which certain of this information is derived. See 
"Where You Can Find More Information" on page 142. The information presented    
below at and for the six months ended March 31, 2004 reflects the second-step   
conversion and the acquisition of E.N.B. Holding Company consummated in January 
2004.                                                                           

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                                                                             AT SEPTEMBER 30,                              
                                          AT MARCH    --------------------------------------------------------------       
                                          31, 2004       2003         2002         2001         2000         1999          
                                         ----------   ----------   ----------   ----------   ----------   ----------       
                                                                        (IN THOUSANDS)                                     
                                                                                                                           
SELECTED FINANCIAL CONDITION DATA:                                                                                         

Total assets........................     $1,713,940   $1,174,305   $1,027,701   $  881,260   $  844,303   $  814,518       
Loans, net (1)......................        944,624      703,184      660,816      606,146      589,822      566,521       
Securities available for sale.......        524,173      300,715      206,146      163,928      162,157      148,387       
Securities held to maturity.........         69,735       73,544       86,791       71,355       48,586       56,782       
Deposits............................      1,208,374      869,553      799,626      653,100      608,976      586,640       
Borrowings..........................        134,726      164,757      102,968      110,427      127,571      117,753       
Equity..............................        348,086      117,857      110,867      102,620       90,986       90,299       



                                       SIX MONTHS ENDED                                                                    
                                           MARCH 31,                         YEARS ENDED SEPTEMBER 30,                     
                                   ------------------------  --------------------------------------------------------------
                                      2004          2003        2003          2002         2001        2000         1999   
                                   ----------    ----------  ----------    ----------   ----------  ----------   ----------
                                                                        (IN THOUSANDS)                                     
                                                                                                                           
SELECTED OPERATING DATA:                                                                                                   

Interest and dividend income...    $   33,403    $   29,463  $   57,790    $   59,951   $   60,978  $   58,899   $   52,267
Interest expense...............         5,914         6,336      12,060        17,201       26,244      26,034       21,589
                                   ----------    ----------  ----------    ----------   ----------  ----------   ----------
   Net interest income.........        27,489        23,127      45,730        42,750       34,734      32,865       30,678
Provision for loan losses......           350           600         900           900        1,440       1,710        1,590
                                   ----------    ----------  ----------    ----------   ----------  ----------   ----------
   Net interest income after                                                                                               
     provision for loan losses.        27,139        22,527      44,830        41,850       33,294      31,155       29,088
Non-interest income............         5,587         4,370       9,555         5,401        4,706       3,391        3,103
Non-interest expense ..........        28,220(11)    18,030      36,790        32,161       26,431      25,808       26,303
                                   ----------    ----------  ----------    ----------   ----------  ----------   ----------
Income before income tax expense        4,506         8,867      17,595        15,090       11,569       8,738        5,888
Income tax expense.............         1,389         3,306       6,344         5,563        4,087       2,866        1,958
                                   ----------    ----------  ----------    ----------   ----------  ----------   ----------
   Net income..................    $    3,117    $    5,561  $   11,251    $    9,527   $    7,482  $    5,872   $    3,930
                                   ==========    ==========  ==========    ==========   ==========  ==========   ==========

                                                                                             (FOOTNOTES ON FOLLOWING PAGES)

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                                            AT OR FOR THE SIX                                                          
                                               MONTHS ENDED                                                            
                                                 MARCH 31,              AT OR FOR THE YEARS ENDED SEPTEMBER 30,        
                                           -------------------   ----------------------------------------------------- 
                                             2004       2003       2003       2002        2001       2000       1999   
                                           --------   --------   --------   --------    --------   --------   -------- 
                                                                                                                       
SELECTED FINANCIAL RATIOS AND OTHER DATA:                                                                              

PERFORMANCE RATIOS:                                                                                                    
Return on assets (ratio of net income to                                                                               
   average total assets) .............         0.44%      1.06%      1.04%      0.99%       0.87%      0.70%      0.52%
Return on equity (ratio of net income to                                                                               
   average equity) ...................         2.92       9.96       9.92       8.92        7.71       6.58       5.03 
Average interest rate spread  (2).....         3.93       4.48       4.30       4.33        3.56       3.51       3.66 
Net interest margin (3)...............         4.25       4.75       4.55       4.71        4.20       4.12       4.24 
Efficiency ratio (4)..................        85.32(11)  65.57      66.55      66.79       67.02      71.18      77.86 
Non-interest expense to average total                                                                                  
   assets ............................         3.99       3.44       3.40       3.36        3.06       3.08       3.47 
Ratio of average interest-earning assets                                                                               
   to average interest-bearing                                                                                         
   liabilities........................       135.88     120.39     121.33     120.03      120.20     118.54     119.28 

PER SHARE AND RELATED DATA:                                                                                            
Basic earnings per share (5)(10)......     $   0.09   $   0.16   $   0.33   $   0.28    $   0.22   $   0.17   $   0.09 
Diluted earnings per share (10).......         0.09       0.16       0.32       0.28        0.22       0.17       0.09 
Dividends per share (6) (10)..........         0.07       0.06       0.13       0.09        0.05       0.03       0.01 
Dividend payout ratio (7) (10)........        77.78%     37.50%     39.04%     33.06%      22.45%     19.74%     15.00%
Book value per share (8) (10).........     $   8.79   $   3.21   $   3.35   $   3.13    $   2.89   $   2.45   $   2.46 

ASSET QUALITY RATIOS:                                                                                                  
Non-performing assets to total assets.         0.25%      0.53%      0.40%      0.49%       0.27%      0.50%      0.62%
Non-performing loans to total loans...         0.44       0.82       0.66       0.74        0.37       0.67       0.81 
Allowance for loan losses to                                                                                           
   non-performing loans...............       413.07     193.49     235.66     209.59      400.66     189.85     133.78 
Allowance for loan losses to total loans       1.78       1.58       1.55       1.55        1.48       1.28       1.08 

CAPITAL RATIOS:                                                                                                        
Equity to total assets at end of period       20.31%     10.41%     10.04%     10.79%      11.64%     10.78%     11.09%
Average equity to average assets......        15.12      10.69      10.47      11.15       11.24      10.67      10.29 
Tier 1 leverage ratio (bank only).....        11.93       8.49       8.14       8.45       10.20       9.59       9.56 

OTHER DATA:                                                                                                            
Number of full service offices........           27         18         18         17          15         13         12 

------------------------------------------                                      
(1)     Excludes loans held for sale.                                           
(2)     The average interest rate spread interest-earning assets and the weig   
represents the difference between the weighted-average yield on 
(3)     The net interest margin represents net interest income as a percent of  
average interest-earning assets for the period.                 
(4)     The efficiency ratio represents non-interest expense divided by the sum 
of net interest income and non-interest income.                 
(5)     Basic earnings per share for fiscal 1999 was computed for the nine-month
        period following the stock offering based on net income of approximately
     $3.2 million for that period and 35,640,204 average common shares (as
 adjusted for the 4.4323 exchange ratio to reflect the second step
offering completed January 14, 2004).                           
(6)     The following table sets forth aggregate cash dividends paid per period,
     which is calculated by multiplying the dividend declared per share by
  the number of shares outstanding as of the applicable record date.

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                                          FOR THE SIX MONTHS                                                        
                                             ENDED MARCH 31,            FOR THE YEARS ENDED SEPTEMBER 30,           
                                          -------------------  -----------------------------------------------------
                                            2004       2003      2003       2002        2001       2000       1999  
                                          --------   --------  --------   --------    --------   --------   --------
                                                                                                                    
Dividends paid to public stockholders     $  1,837   $    882  $  1,968   $  1,435    $    807   $    563   $    235

Dividends paid to Provident Bancorp, MHC       --         453       453        500          --        486        132
                                          --------   --------  --------   --------    --------   --------   --------

Total dividends paid                      $  1,837   $  1,335  $  2,421   $  1,935    $    807   $  1,049   $    367
                                          ========   ========  ========   ========    ========   ========   ========

Payments listed above exclude cash dividends waived by Provident
Bancorp, MHC of $662,000, $739,000, $2.1 million, $1.3 million, 
       $972,000, $177,000 and $132,000 for the six months ended March 31, 2004
     and 2003 and for the years ended September 30, 2003, 2002, 2001, 2000
      and 1999, respectively. Provident Bancorp, MHC began waiving dividends
in May 1999, and, as of September 30, 2003, had waived dividends
totaling $4.7 million.                                          
(7)     The dividend payout ratio represents dividends per share divided by     
       basic earnings per share. For fiscal 1999, the payout ratio is based on
        dividends of $0.06 per share and nine-month earnings of $0.40 per share.
       Based on six-month earnings of $0.29 per share for the third and fourth
  quarters of fiscal 1999, the dividend payout ratio would have been
20.69%.                                                         
(8)     Book value per share is based on total stockholders' equity and         
      39,619,261, 35,334,747, 35,221,365, 35,447,372, 35,565,510, 35,803,232
        and 36,699,444 outstanding common shares at March 31, 2004 and 2003, and
September 30, 2003, 2002, 2001, 2000 and 1999, respectively (as 

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 adjusted for the 4.4323 exchange ratio to reflect the second step
     offering completed January 14, 2004). For this purpose, common shares
    include unallocated employee stock ownership plan shares but exclude
treasury shares.                                                
(9)     Ratios for the six months ended March 31, 2004 and 2003 are annualized. 
(10)    Prior period share information has been retroactively adjusted to       
     reflect the 4.4323 exchange ratio due to the completion of the second
step common stock offering completed January 14, 2004.          
(11)    Reflects contribution of $5.0 million in shares of common stock and cash
to the Provident Bank Charitable Foundation.                    

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF
 WARWICK COMMUNITY BANCORP, INC.

The following tables set forth selected consolidated historical 
financial and other data of Warwick Community Bancorp, Inc. for the periods and 
at the dates indicated. The information at December 31, 2003 and 2002 and for   
the years ended December 31, 2003, 2002 and 2001 is derived in part from and    
should be read together with the audited consolidated financial statements and  
notes thereto of Warwick Community Bancorp, incorporated by reference into this 
Proxy Statement/Prospectus. The information at December 31, 2001, 2000 and 1999 
and for the years ended December 31, 2000 and 1999 is derived in part from      
audited consolidated financial statements that are not included or incorporated 
in this document. The information at March 31, 2004 and for the three months    
ended March 31, 2004 and 2003 is unaudited. However, in the opinion of          
management of Warwick Community Bancorp, all adjustments, consisting of normal  
recurring adjustments, necessary for a fair presentation of the results of      
operations for the unaudited periods have been made. The selected operating data
presented below for the three months ended March 31, 2004, are not necessarily  
indicative of the results that may be expected for future periods. You should   
read this information in conjunction with Warwick Community Bancorp's           
consolidated financial statements and related notes included in Warwick         
Community Bancorp's Annual Report on Form 10-K for the year ended December 31,  
2003, which is incorporated by reference in this Proxy Statement/Prospectus and 
from which this information is derived. See "Where You Can Find More            
Information" on page 142.                                                       

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                                                                             AT DECEMBER 31,                                    
                                         AT MARCH    --------------------------------------------------------------             
                                         31, 2004       2003         2002         2001         2000         1999                
                                        ----------   ----------   ----------   ----------   ----------   ----------             
                                                                       (IN THOUSANDS)                                           
                                                                                                                                
SELECTED FINANCIAL CONDITION DATA:                                                                                              

   Total assets                         $  746,634   $  759,996   $  781,238   $  806,702   $  637,799   $  597,714             
   Loans receivable, net                   314,194      320,978      464,273      516,172      432,198      349,321             
   Investment securities                   319,653      340,883      211,597      209,572      149,513      186,490             
   Real estate owned, net                      499          505        1,145        1,149        1,268          415             
   Deposits                                477,858      487,572      466,676      422,246      348,131      283,072             
   FHLBNY advances                         178,495      183,495      216,495      290,785      188,800      201,675             
   Securities sold under repurchase                                                                                             
     agreements                                 --           --           --        2,500       16,845       37,375             
   Stockholders` equity                     75,096       73,834       81,108       74,003       72,581       66,572             



                                          THREE MONTHS ENDED                                                                    
                                                MARCH 31,                           YEARS ENDED DECEMBER 31,                    
                                        -----------------------   --------------------------------------------------------------
                                           2004         2003         2003         2002         2001         2000         1999   
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                             (IN THOUSANDS)                                     
                                                                                                                                
SELECTED OPERATING DATA:                                                                                                        

   Interest income                      $    9,044   $   10,912   $   38,872   $   49,706   $   52,120   $   45,630   $   35,562
   Interest expense                          3,530        4,957       17,331       21,825       27,415       26,226       16,951
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
   Net interest income                       5,514        5,955       21,541       27,881       24,705       19,404       18,611
   Provision for loan losses                 3,423           80           90        1,338          979          900          500
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
   Net interest income after provision                                                                                          
     for loan losses                         2,091        5,875       21,451       26,543       23,726       18,504       18,111
   Non-interest income:                                                                                                         

     Service and fee income                  1,232        1,429        5,946        5,433        4,526        3,540        2,914
     Gain (loss) on securities                                                                                                  
     transactions                               --          123          405          507           27         (878)         524
     Net gain on sale of loans                  16          135          451          350          687          600          109
     Other income                              172          198          695        1,577          700        2,106          258
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
     Total non-interest income, net          1,420        1,885        7,497        7,867        5,940        5,368        3,805
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
   Non-interest expense:                                                                                                        

     Salaries and employee benefits          2,859        2,649       10,538       10,423       11,642       10,109        9,536
     FDIC insurance                             21           20           84           80           72           62           31
     Occupancy and equipment                   566          537        2,094        2,136        2,191        1,889        1,452
     Data processing                           375          333        1,382        1,171        1,102        1,063          974
     Advertising                                54           54          275          304          134          182          500
     Professional fees                         791          193        1,110        1,095        1,394        1,192        1,006
     Other operating expenses                  843          756        3,276        3,334        3,912        2,908        3,308
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
     Total non-interest expense              5,509        4,542       18,759       18,543       20,447       17,405       16,807
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
   Income (loss) before income tax                                                                                              
     expense                                (1,998)       3,218       10,189       15,867        9,219        6,467        5,109
   Income tax expense (benefit)               (617)       1,241        3,729        6,211        3,281        2,057        1,966
                                        ----------   ----------   ----------   ----------   ----------   ----------   ----------
     Net income (loss)                  $   (1,381)  $    1,977   $    6,460   $    9,656   $    5,938   $    4,410   $    3,143
                                        ==========   ==========   ==========   ==========   ==========   ==========   ==========

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                                           AT OR FOR THE THREE                                                         
                                              MONTHS ENDED                                                             
                                                 MARCH 31,               AT OR FOR THE YEARS ENDED DECEMBER 31,        
                                           -------------------   ----------------------------------------------------- 
                                             2004       2003       2003        2002       2001       2000       1999   
                                           --------   --------   --------   --------    --------   --------   -------- 
                                                                                                                       
SELECTED FINANCIAL RATIOS AND OTHER DATA:                                                                              

   Per Share Data:                                                                                                     
     Earnings (loss) per share, Basic      $  (0.33)  $   0.45   $   1.50   $   2.11    $   1.27   $   0.91   $   0.57 
     Earnings (loss) per share, Diluted       (0.33)      0.42       1.44       2.02        1.24       0.91       0.57 
     Dividends declared per share              0.15       0.14       0.59       0.31        0.38       0.27       0.19 
     Book Value(2)                            16.69      16.67      16.42      16.78       16.15      14.96      13.18 

   Performance Ratios:                                                                                                 
     Return on average assets                 (0.74)%     0.99%      0.82%      1.23%       0.79%      0.70%      0.62%
     Return on average equity                 (7.34)      9.95       8.50      12.08        7.97       6.61       4.15 
     Average equity to average assets         10.08       9.91       9.60      10.19        9.86      10.51      14.83 
     Equity to total assets                   10.06       9.33       9.72      10.38        9.17      11.38      11.14 
     Core deposits to total deposits(3)       80.20      78.60      79.87      74.87       70.90      64.70      68.48 
     Net interest spread(4)                    2.82       2.70       2.48       3.31        2.96       2.71       3.14 
     Net interest margin(5)                    3.13       3.14       2.88       3.78        3.48       3.28       3.87 
     Operating expense to average                                                                                      
     assets(7)                                 2.92       2.23       2.34       2.36        2.70       2.73       3.27 
     Average interest-earning assets to                                                                                
       average interest-bearing                                                                                        
       liabilities                           115.86     116.88     117.36     116.00      113.62     112.97     120.87 
     Efficiency ratio(6)                      78.81      59.07      65.45      51.02       61.68      72.68      76.70 
     Dividend Payout Ratio                     n/a       33.33      40.97      15.35       30.65      29.67      33.33 

   REGULATORY CAPITAL RATIOS(1):                                                                                       

   Warwick Savings:                                                                                                    

     Tier 1 capital to assets                  7.38       7.78       7.77       8.33        7.08       8.68       9.38 
     Tier 1 capital to risk-weighted                                                                                   
     assets                                   15.70      14.65      15.80      14.88       12.87      16.33      17.60 
     Total capital to risk-weighted                                                                                    
     assets                                   16.98      15.79      17.05      15.99       13.70      17.16      18.34 
   Warwick Commercial:                                                                                                 
     Tier 1 capital to assets                 20.98      11.98      17.41      20.60       20.18        N/A        N/A 
     Tier 1 capital to risk-weighted                                                                                   
     assets                                  107.41      32.12      87.78      89.45       93.89        N/A        N/A 
     Total capital to risk-weighted                                                                                    
     assets                                  107.41      32.12      87.78      89.45       93.89        N/A        N/A 
   Towne Center:                                                                                                       
     Tier 1 capital to assets                 19.70      18.72      19.62      20.00       21.58      36.35      87.72 
     Tier 1 capital to risk-weighted                                                                                   
     assets                                   23.46      21.06      23.21      23.67       28.49      50.83     211.83 
     Total capital to risk-weighted                                                                                    
     assets                                   24.66      22.12      24.36      24.82       29.74      51.72     211.83 
   Warwick Community Bancorp:                                                                                          
     Tier 1 capital to assets                  9.47       9.18       9.41       9.98        8.93      11.76      12.67 
     Tier 1 capital to risk-weighted                                                                                   
     assets                                   18.15      16.58      18.33      17.29       15.27      20.81      23.94 
     Total capital to risk-weighted                                                                                    
     assets                                   19.44      17.72      19.57      18.40       16.13      21.63      24.58 

   ASSET QUALITY RATIOS(1):                                                                                            

   Non-performing loans to total loans         0.69       0.58       0.68       0.44        0.30       0.28       0.58 
   Non-performing loans to total assets        0.30       0.30       0.29       0.26        0.20       0.19       0.34 
   Non-performing assets to total assets       0.44       0.43       0.36       0.41        0.34       0.39       0.41 
   Allowance for loan losses to total                                                                                  
   loans                                       2.38       1.16       1.51       1.05        0.71       0.63       0.55 
   Allowance for loan losses to                                                                                        
     non-performing loans                    344.64     200.48     222.75     241.76      231.45     219.69      95.33 

   OTHER DATA:                                                                                                         

   Branch Offices                                 9          8          9          8           8          7          6 

--------------------                                                            
(1)     Regulatory Capital Ratios and Asset Quality Ratios are end of period    
        ratios. With the exception of period-end ratios, all ratios are based on
average monthly balances during the periods indicated.          
(2)     Book Value represents total stockholders` equity divided by the shares  
       outstanding for the period, net of unearned shares held by the Employee
Stock Ownership Plan and Recognition and Retention Plan.\       
(3)     Warwick Community Bancorp considers the following to be core deposits:  
   checking accounts, passbook accounts, NOW accounts and money market
accounts.                                                       
(4)     The interest rate spread represents the difference between the weighted 
      average yield on interest-earning assets and the weighted average cost
of interest-bearing liabilities.                                
(5)     The net interest margin represents net interest income as a percentage  
of average interest-earning assets.                             
(6)     The efficiency ratio represents non-interest expense, excluding         
       non-recurring items and amortization of intangibles, as a percentage of
    the sum of net interest income and non-interest income excluding any
gains or losses on sales of assets.                             
(7)     The operating expense to average assets ratio represents non-interest   
        expense, excluding amortization of intangibles and expense on other real
estate owned, as a percentage of average assets.                

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SELECTED CONSOLIDATED UNAUDITED PRO FORMA FINANCIAL DATA

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION                

      On January 14, 2004, Provident Bancorp completed its stock offering in
conjunction with the mutual-to-stock conversion of Provident Bancorp, MHC. On   
that same date, we completed our acquisition of E.N.B. Holding Company and its  
wholly-owned subsidiary, Ellenville National Bank, located in Ellenville, New   
York. This acquisition was accounted for as a purchase resulting in the creation
of goodwill totaling approximately $52.1 million. At March 31, 2004, there was  
no impairment of goodwill resulting from this transaction.                      

      The following unaudited pro forma condensed consolidated balance sheet
at March 31, 2004 and unaudited pro forma condensed consolidated statements of  
income for the six months ended March 31, 2004 and for the year ended September 
30, 2003, give effect to the merger of Provident Bancorp and Warwick Community  
Bancorp based on the assumptions set forth below. The unaudited pro forma       
consolidated financial information is based on unaudited consolidated financial 
information of Provident Bancorp, and Warwick Community Bancorp at and for the  
six months ended March 31, 2004, the audited consolidated financial statements  
of Provident Bancorp for the year ended September 30, 2003, the audited         
consolidated financial statements of E.N.B. Holding Company for the year ended  
December 31, 2003 and the audited consolidated financial statements of Warwick  
Community Bancorp for the year ended December 31, 2003. The unaudited pro forma 
consolidated financial information gives effect to the E.N.B. Holding Company   
and Warwick Community Bancorp mergers using the purchase method of accounting   
under accounting principles generally accepted in the United States of America. 
However, no pro forma adjustments have been included herein that reflect        
potential effects of cost savings or synergies which may be obtained by         
combining the operations of Provident Bancorp and Warwick Community Bancorp, or 
the costs of combining the companies and their operations.                      

 The unaudited pro forma information is provided for informational
purposes only. The pro forma financial information presented is not necessarily 
indicative of the actual results that would have been achieved had the merger   
been consummated on the dates or at the beginning of the periods presented, and 
is not necessarily indicative of future results. The unaudited pro forma        
financial information should be read in conjunction with the audited            
consolidated financial statements and the notes thereto of Provident Bancorp    
incorporated by reference into this document from our Annual Report on Form 10-K
for the year ended September 30, 2003, as amended.                              

        THE UNAUDITED PRO FORMA NET INCOME DERIVED FROM THE ABOVE ASSUMPTIONS IS
QUALIFIED BY THE STATEMENTS SET FORTH ABOVE AND SHOULD NOT BE CONSIDERED        
INDICATIVE OF THE MARKET VALUE OF PROVIDENT BANCORP COMMON STOCK OR THE ACTUAL  
OR FUTURE RESULTS OF OPERATIONS OF PROVIDENT BANCORP FOR ANY PERIOD.            

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET                                                              

                                                                           AT MARCH 31, 2004 (1)                      
                                                     -----------------------------------------------------------------
                                                                                         WARWICK                      
                                                                                        COMMUNITY                     
                                                                       WARWICK           BANCORP                      
                                                      PROVIDENT       COMMUNITY        ACQUISITION                    
                                                       BANCORP         BANCORP         ADJUSTMENTS       COMBINED PRO 
                                                      HISTORICAL      HISTORICAL          (2)(3)             FORMA    
                                                     -----------     -----------       -----------        ------------
                                                                              (IN THOUSANDS)                          
                                                                                                                      
      ASSETS:                                                                                                         

Cash and cash equivalents.......................     $    50,523     $    69,200     $        --         $   119,723  
Securities available for sale...................         524,173         316,823         (93,697)(3)(6)      747,299  
Securities held to maturity.....................          69,735           2,830              --              72,565  
Loans, net (4)..................................         945,570         314,194          (7,391)(3)(8)    1,252,373  
Premises and equipment, net.....................          16,365           9,419              --              25,784  
Goodwill........................................          65,670           2,351          94,196(5)          162,217  
Other identifiable intangibles..................           6,900              --           7,931(5)           14,831  
Other assets....................................          35,004          31,817           8,242(7)(8)        75,063  
                                                     -----------     -----------     -----------         -----------  
  Total assets..................................     $ 1,713,940     $   746,634     $     9,281         $ 2,469,855  
                                                     ===========     ===========     ===========         ===========  
      LIABILITIES:                                                                                                    

Deposits........................................     $ 1,208,374     $   477,858     $       746(3)      $ 1,686,978  
Borrowed funds..................................         134,726         178,495           9,505(3)          322,726  
Other liabilities...............................          22,754          15,185              --              37,939  
                                                     -----------     -----------     -----------         -----------  
  Total liabilities.............................       1,365,854         671,538          10,251           2,047,643  

      STOCKHOLDERS' EQUITY:                                                                                           

Common stock....................................             396              67              (4)                459  
Additional paid-in capital......................         268,209          67,635           6,428             342,272  
Retained earnings...............................          86,644          49,525         (49,525)             86,644  
Accumulated other comprehensive income..........           4,382           1,313          (1,313)              4,382  
Less:  Common stock held by employee stock                                                                            
  ownership plan................................         (11,292)         (2,997)          2,997             (11,292) 
Less:  Common stock acquired by recognition and                                                                       
  retention plan................................            (253)           (914)            914                (253) 
Treasury stock..................................              --         (39,533)         39,533                  --  
                                                     -----------     -----------     -----------         -----------  
  Total stockholders' equity....................         348,086          75,096            (970)            422,212  
                                                     -----------     -----------     -----------         -----------  
  Total liabilities and stockholders' equity....     $ 1,713,940     $   746,634     $     9,281         $ 2,469,855  
                                                     ===========     ===========     ===========         ===========  

---------------------------                                                     
(1)     Assumes that the acquisition of Warwick Community Bancorp was completed 
at March 31, 2004.                                              
(2)     Assumes purchase accounting adjustments at March 31, 2004.              
(3)     Assumes a purchase price for Warwick Community Bancorp of $145.1 million
       to be paid in equal amounts of common stock (6,256,000 shares at $11.60
    per share) and cash ($72.6 million) paid from the sale of securities
      available for sale, along with after-tax acquisition expenses of $16.8
   million. Excludes estimated integration costs for Warwick Community
Bancorp of $660,000, after tax, in connection with the merger.  
   Adjustments to reflect the fair value of assets and liabilities for
      Warwick Community Bancorp include an increase in value for loans ($3.0
     million), less the carve-out of the automobile lease portfolio ($10.4
million), an increase in the value of deposits ($746,000) and an
   increase in the value of borrowings ($9.5 million). In addition, an
     estimated core deposit intangible asset is recorded ($7.9 million). A
       net deferred tax asset is reflected at a marginal rate of 40.0% for the
  tax effect on the fair market value adjustments and the deductible
portion of the acquisition expenses.                            
(4)     Includes loans held for sale.                                           

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(5)     A reconciliation of the excess consideration paid by Provident Bancorp  
       over Warwick Community Bancorp's net assets acquired ("Goodwill") is as
follows (in thousands):                                         

                                                        · Enlarge/Download Table

                                                                                       
Cost to Acquire Warwick Community Bancorp:      Note                                   

Cash                                             3                          $   72,569 
Provident common stock issued                    3                              72,569 
Estimated cash paid for transaction costs, net                                         
of taxes (*)                                    6,7                             16,770 
                                                                            ---------- 
Consideration paid for Warwick Community                                               

Bancorp                                                                        161,908 

Warwick Community Bancorp Net Assets at Fair                                           
Value:                                                                                 
Warwick Community Bancorp stockholders' equity                                         
   at March 31, 2004                                     75,096                        
Carve-out of lease portfolio, net of taxes (*)   8       (6,212)                       
Capital adjustments related to elimination of                                          
   stock benefit plans                                   (1,557)                       
                                                      ---------                        
Subtotal                                                           (67,327)            

Fair Value Adjustments:                                                                

Loans                                                    (2,962)                       
Deposits                                                    746                        
Borrowed funds                                            9,505                        
                                                      ---------                        

Fair Value Adjustments                                    7,289                        
Tax effect of fair value adjustments (*)                 (2,916)                       
Total adjustments to net assets acquired                             4,373             
                                                                  --------             

Adjusted net assets acquired                                                   (62,954)
                                                                            ---------- 
Subtotal                                                                        98,954 
Core deposit intangible                                              7,931             
Tax effect of core deposit intangible (*)                           (3,173)            
                                                                  --------             
Net core deposit intangible                                                      4,758 
                                                                            ---------- 

Estimated Goodwill Recognized                                               $   94,196 
                                                                            ========== 
*  Taxes estimated using a 40% marginal                                                
   tax rate.                                                                           

(6)     Transaction costs associated with the merger are estimated to be $16.8  
        million, net of taxes. Estimated transaction costs have been recorded as
       a component of goodwill on the Pro Forma Financial Statements (see Note
5), based on Provident Bancorp's and Warwick Community Bancorp's
 preliminary estimates. A summary of these costs is as follows (in
thousands):                                                     

  Merger related compensation and benefits                    $7,650
  Cash consideration paid for stock options                    6,746
  Systems costs                                                3,500
  Professional fees                                            3,132
  Other merger related expenses                                  100
                                                         -------------
  Estimated pre-tax transaction costs                         21,128
  Less related tax benefit                                     4,358
                                                         -------------
  Estimated transaction costs, net of taxes                  $16,770
                                                         -------------

(7)     Deferred tax assets on the cash out of options and taxable transaction  
costs amounted to $4.4 million. Deferred tax assets on purchase 
    accounting adjustments amounted to $2.9 million. Deferred tax assets
        related to the core deposit intangible amounted to $3.2 million. All tax
calculations were based on an assumed rate of 40%.              
(8)     Excludes net automobile lease portfolio of $10.4 million, any collection
 of which, after tax effect of $4.1 million, may be available as a
   special dividend to Warwick Community Bancorp shareholders. Warwick
Savings has disposed of all of the automobiles and related lease
        receivables in the automobile lease portfolio for total consideration of
       $7,052,000, of which $7,008,000 was received by Warwick Savings in cash
       and $44,000 is being held in escrow. Warwick Savings realized a loss on
       this sale of $2,573,000, beyond reserves established for this portfolio
through March 31, 2004, in the second calendar quarter of 2004. 

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME                                         

                                                          FOR THE SIX MONTHS ENDED MARCH 31, 2004 (1)   
                                                     ---------------------------------------------------
                                                                                 WARWICK                
                                                                                COMMUNITY               
                                                                    WARWICK      BANCORP                
                                                      PROVIDENT    COMMUNITY   ACQUISITION              
                                                       BANCORP      BANCORP    ADJUSTMENTS    COMBINED  
                                                      HISTORICAL   HISTORICAL     (2)(3)      PRO FORMA 
                                                     -----------   ----------   ----------   -----------
                                                        (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)   
                                                                                                        
Interest income.................................     $    33,403  $    17,943  $    (2,287)  $    49,059
Interest expense................................           5,914        7,230       (1,691)       11,453
                                                     -----------   ----------   ----------   -----------
     Net interest income........................          27,489       10,713         (596)       37,606
Provision for loan losses.......................             350        3,423           --         3,773
                                                     -----------   ----------   ----------   -----------
     Net interest income after provision........          27,139        7,290         (596)       33,833
Noninterest income..............................           5,587        3,224           --         8,811
Noninterest expense (4).........................          28,220       10,571        1,405        40,196
                                                     -----------   ----------   ----------   -----------
Income before income taxes......................           4,506          (57)      (2,001)        2,448
Income taxes....................................           1,389           (5)        (758)          626
                                                     -----------   ----------   ----------   -----------
     Net income (loss)..........................     $     3,117   $      (52)  $   (1,243)  $     1,822
                                                     ===========   ==========   ==========   ===========
EARNINGS (LOSS) PER SHARE:                                                                              
   Basic........................................     $      0.09   $    (0.01)               $      0.04
   Diluted......................................     $      0.09   $    (0.01)               $      0.04
SHARES USED FOR CALCULATING:                                                                            
   Basic........................................      35,777,054    4,248,285    2,007,693    42,033,054
   Diluted......................................      36,391,057    4,456,813    1,802,442    42,647,057

---------------------------                                                     
(1)     Assumes that the acquisition of Warwick Community Bancorp was completed 
at the beginning of the periods presented.                      
(2)     Purchase accounting adjustments are amortized using a level yield over  
       the estimated life of the related assets and liabilities. See note 3 to
      the Pro Forma Condensed Consolidated Statements of Income for the Year
      Ended September 30, 2003, below. Amortization for the six months ended
   March 31, 2004 approximates one-half of the full-year amortization.
(3)     Included in interest income is lost earnings on after-tax merger-related
    costs for Warwick Community Bancorp that include 50% of the purchase
price that is to be paid in cash ($72.6 million) and after-tax  
   acquisition expenses ($16.8 million). These funds were applied to a
   reinvestment rate of 3.54% for the six months ended March 31, 2004,
      reflecting the average yield on Provident Bancorp's available for sale
portfolio for the three months ended March 31, 2004.            
(4)     Noninterest expense does not reflect anticipated cost savings.          

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                                                         FOR THE YEAR ENDED SEPTEMBER 30, 2003 (1)                         
                                -------------------------------------------------------------------------------------------
                                                             E.N.B.                                                        
                                                             HOLDING       E.N.B.                                          
                                                             COMPANY      HOLDING                    WARWICK               
                                                E.N.B.     ACQUISITION    COMPANY       WARWICK     COMMUNITY              
                                                HOLDING        AND      ACQUISITION    COMMUNITY     BANCORP               
                                 PROVIDENT      COMPANY    CONVERSION       AND         BANCORP    ACQUISITION             
                                  BANCORP     HISTORICAL   ADJUSTMENTS   CONVERSION   HISTORICAL   ADJUSTMENTS    COMBINED 
                                 HISTORICAL       (6)        (2)(3)      PRO FORMA        (6)        (3)(4)      PRO FORMA 
                                -----------   -----------  -----------  -----------   -----------  -----------  -----------
                                                       (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                       
                                                                                                                           
Interest income...............  $    57,790   $    20,021  $    (1,972) $    75,839   $    38,872  $    (4,905) $   109,806
Interest expense..............       12,060         3,889         (468)      15,481        17,331       (3,209)      29,603
                                -----------   -----------  -----------  -----------   -----------  -----------  -----------
     Net interest income......       45,730        16,132       (1,504)      60,358        21,541       (1,696)      80,203
Provision for loan losses.....          900           620           --        1,520            90           --        1,610
                                -----------   -----------  -----------  -----------   -----------  -----------  -----------
     Net interest income after                                                                                             
     provision................       44,830        15,512       (1,504)      58,838        21,451       (1,696)      78,593
Noninterest income............        9,555         2,434           --       11,989         7,497           --       19,486
Noninterest expense (5).......       36,790        13,353        2,453       52,596        18,759        2,471       73,826
                                -----------   -----------  -----------  -----------   -----------  -----------  -----------
Income before income taxes....       17,595         4,593       (3,957)      18,231        10,189       (4,167)      24,253
Income taxes..................        6,344         1,917       (1,582)       6,679         3,729       (1,521)       8,887
                                -----------   -----------  -----------  -----------   -----------  -----------  -----------
     Net income...............  $    11,251   $     2,676  $    (2,375) $    11,552   $     6,460  $    (2,646) $    15,366
                                ===========   ===========  ===========  ===========   ===========  ===========  ===========
EARNINGS PER SHARE:                                                                                                        
   Basic......................  $      0.33   $    175.74               $      0.30   $      1.50               $      0.34
   Diluted....................  $      0.32   $    175.74               $      0.30   $      1.44               $      0.34
SHARES USED FOR CALCULATING:                                                                                               
   Basic......................   34,186,015        15,227    4,354,449   38,555,691     4,301,633    1,954,367   44,811,691
   Diluted....................   34,633,259        15,227    4,354,449   39,032,935     4,491,471    1,764,529   45,288,935

------------------------------------                                            
(1)     Assumes that the mutual-to-stock conversion of Provident Bancorp, MHC   
    and the acquisitions of E.N.B. Holding Company and Warwick Community
 Bancorp were completed at the beginning of the periods presented.
(2)     Included in interest income is lost earnings on after-tax merger-related
costs for E.N.B. Holding Company that include the portion of the
    purchase price that was paid in cash ($36.773 million) and after-tax
  acquisition expenses ($6.8 million). These funds were applied to a
 reinvestment rate of 4.07% for the year ended September 30, 2003,
     reflecting the average rate on Provident Bancorp's available for sale
portfolio as of September 30, 2003.                             
(3)     Purchase accounting adjustments are amortized using a level yield over  
the estimated life of the related assets and liabilities.       

    The following table summarizes the estimated full-year impact of the
      amortization/(accretion) of the purchase accounting adjustments on the
pro forma statement of income (dollars in thousands).           

                                                        · Enlarge/Download Table


                                                           AMORTIZATION/       2004     
                              PREMIUMS/      ESTIMATED      (ACCRETION)   AMORTIZATION/ 
          CATEGORY           (DISCOUNTS)   LIFE IN YEARS       METHOD      (ACCRETION)  
-------------------------- -------------- --------------- --------------- --------------
                                                                                        
 Core deposit intangibles    $    7,931            10       Level Yield    $     2,471  
 Deposits                          (746)            5       Level Yield           (420) 
 Borrowed funds                  (9,505)            7       Level Yield         (2,789) 
 Loans                            2,962             5       Level Yield          1,160  
                             ----------                                    -----------  
                             $      642                                    $       422  
                             ==========                                    ===========  

The following table summarizes the estimated impact of the      
       amortization/(accretion) of the purchase accounting adjustments made in
       connection with the merger on Provident Bancorp's results of operations
of the following years.                                         

                                                                 NET (INCREASE)/
       PROJECTED FUTURE                                        DECREASE IN
      AMOUNTS FOR THE YEARS   CORE DEPOSIT    NET ACCRETION/   INCOME BEFORE
    ENDED SEPTEMBER 30,     INTANGIBLE     (AMORTIZATION)        TAXES
        --------------------- --------------- ----------------- ----------------
             2004            $      2,471    $     (2,049)    $        422
              2005            $      1,568    $     (1,572)    $         (4)
              2006            $      1,095    $     (1,105)    $        (10)
              2007            $        798    $     (1,064)    $       (266)
             2008            $        597    $       (545)    $         52
              2009            $        452    $       (607)    $       (155)

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(4)     Included in interest income is lost earnings on after-tax merger-related
    costs for Warwick Community Bancorp that include 50% of the purchase
price that is to be paid in cash ($72.6 million) and after-tax  
   acquisition expenses ($16.8 million). These funds were applied to a
 reinvestment rate of 4.07% for the year ended September 30, 2003,
        reflecting the yield on the Provident available for sale portfolio as of
September 30, 2003.                                             
(5)     Noninterest expense does not reflect anticipated cost savings.          
(6)     E.N.B. Holding Company and Warwick Community Bancorp historical         
        financial information is presented for the year ended December 31, 2003.

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COMPARATIVE PRO FORMA PER SHARE DATA                                            

The table below summarizes selected per share information about 
Provident Bancorp and Warwick Community Bancorp. The Provident Bancorp per share
information is presented on a historical basis and then on a pro forma adjusted 
basis to reflect the mutual-to-stock conversion and related stock offering, and 
the mergers with E.N.B. Holding Company and Warwick Community Bancorp. The      
Warwick Community Bancorp per share information is presented both historically, 
and on a pro forma basis to reflect the merger.                                 

The data in the table should be read together with the financial
information and the financial statements of Provident Bancorp and Warwick       
Community Bancorp incorporated by reference into this document. The pro forma   
per common share data is presented as an illustration only. The data does not   
necessarily indicate the combined financial position per share or combined      
results of operations per share that would have been reported if the merger had 
occurred when indicated, nor is the data a forecast of the combined financial   
position or combined results of operations for any future period. No pro forma  
adjustments have been included herein which reflect potential effects of cost   
savings or synergies which may be obtained by combining the operations of       
Provident Bancorp and Warwick Community Bancorp or the costs of combining the   
companies and their operations.                                                 

                                                        · Enlarge/Download Table


                                                                                                          PRO FORMA   
                                                                                                           WARWICK    
                                                                 E.N.B.       WARWICK                     COMMUNITY   
                                                 PROVIDENT      HOLDING      COMMUNITY     COMBINED PRO     BANCORP   
                                                  BANCORP       COMPANY       BANCORP         FORMA       EQUIVALENT  
                                                HISTORICAL     HISTORICAL    HISTORICAL    AMOUNTS (1)    SHARES (2)  
                                               ------------  -------------  ------------  -------------  -------------
                                                                                                                      
Book value per share at March 31, 2004(5).     $      8.79    $       N/A    $    16.69    $      9.20   $     25.59  
Book value per share at September 30, 2003(5)         3.35       1,845.60         16.42           9.20         25.59  

Cash dividends paid per share for the six                                                                             
  months ended March 31, 2004(4)..........            0.07            N/A          0.30           0.07          0.19  
Cash dividends paid per share for the year                                                                            
  ended September 30, 2003(3)(4)..........            0.13          76.00          0.59           0.13          0.36  

Basic earnings (loss) per share for the six                                                                           
  months ended March 31, 2004.............            0.09            N/A         (0.01)          0.04          0.11  
Basic earnings per share for the year ended                                                                           
  September 30, 2003(3)...................            0.33         175.74          1.50           0.34          0.95  

Diluted earnings (loss) per share for the                                                                             
  six months ended March 31, 2004.........            0.09            N/A         (0.01)          0.04          0.11  
Diluted earnings per share for the year                                                                               
  ended September 30, 2003(3).............            0.32            N/A          1.44           0.34          0.95  

-----------------                                                               
(1)     Reflects the issuance of shares of common stock and 4.4323-for-one stock
split by Provident Bancorp as part of Provident Bancorp, MHC's  
      mutual-to-stock conversion, Provident Bancorp's related stock offering
    and acquisition of E.N.B. Holding Company, all completed January 14,
2004.                                                           
(2)     Per equivalent share of Warwick Community Bancorp's common stock is     
 calculated by taking the product of the combined pro forma and an
exchange ratio of 2.7810.                                       
(3)     E.N.B. Holding Company and Warwick Community Bancorp financial          
information is presented for the year ended December 31, 2003.  
(4)     Pro forma cash dividends represent the historical dividends of Provident
Bancorp.                                                        
(5)     Pro forma book value per share is based on the pro forma stockholders'  
   equity of the combined entity divided by the total pro forma common
shares of the combined entity assuming conversion of 50% of the 
      outstanding shares of Warwick Community Bancorp at an implied exchange
ratio of 2.7810.                                                

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 RISKS RELATED TO THE MERGER

    IN ADDITION TO THE OTHER INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE MATTERS ADDRESSED 
UNDER THE CAPTION "CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS,"  
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN DECIDING WHETHER TO 
VOTE FOR ADOPTION OF THE MERGER AGREEMENT.                                      

RISKS RELATED TO THE MERGER                                                     

YOU MAY NOT RECEIVE THE FORM OF MERGER CONSIDERATION THAT YOU ELECT.            

       The merger agreement contains provisions that are generally designed to
ensure that 50% of the outstanding shares of Warwick Community Bancorp common   
stock are exchanged for the cash consideration and the other 50% of the shares  
are exchanged for shares of Provident Bancorp common stock, subject to a        
tax-related adjustment. If elections are made by Warwick Community Bancorp      
shareholders that would otherwise result in more or less than 50% of such shares
being converted into Provident Bancorp stock, either those electing to receive  
all or a portion of their consideration in cash or those electing to receive all
or a portion of their consideration in shares of Provident Bancorp common stock,
will have the consideration of the type they selected reduced by a pro rata     
amount and will receive a portion of their consideration in the form that they  
did not elect to receive. Accordingly, there is a risk that you will not receive
a portion of the merger consideration in the form that you elect, which could   
result in, among other things, tax consequences that differ from those that     
would have resulted had you received the form of consideration you elected      
(including the recognition of gain for federal income tax purposes with respect 
to the cash received). If you do not make an election, you will be deemed to    
have made an election to receive the merger consideration in such form of cash  
and/or shares of common stock as Provident Bancorp shall determine.             

PROVIDENT BANCORP MAY FAIL TO REALIZE THE ANTICIPATED BENEFITS OF THE MERGER.   

       The success of the merger will depend on, among other things, Provident
Bancorp's ability to realize anticipated cost savings and to combine the        
businesses of Provident Bank, Warwick Savings and Towne Center Bank in a manner 
that does not materially disrupt the existing customer relationships of         
Provident Bank, Warwick Savings or Towne Center Bank or result in decreased     
revenues from any loss of customers. If Provident Bancorp is not able to        
successfully achieve these objectives, the anticipated benefits of the merger   
may not be realized fully or at all or may take longer to realize than expected.

        Provident Bancorp and Warwick Community Bancorp have operated and, until
the completion of the merger, will continue to operate, independently. It is    
possible that the integration process could result in the loss of key employees,
the disruption of Provident Bancorp's or Warwick Community Bancorp's ongoing    
businesses or inconsistencies in standards, controls, procedures and policies   
that adversely affect the ability of Provident Bancorp to maintain relationships
with customers and employees or to achieve the anticipated benefits of the      
merger.                                                                         

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BECAUSE THE MARKET PRICE OF PROVIDENT BANCORP COMMON STOCK MAY FLUCTUATE, YOU   
CANNOT BE SURE OF THE VALUE OF THE MERGER CONSIDERATION THAT YOU WILL RECEIVE.  

      Upon completion of the merger, each share of Warwick Community Bancorp
common stock will be converted into merger consideration consisting of shares of
Provident Bancorp common stock or cash pursuant to the terms of the merger      
agreement. The price of Provident Bancorp common stock may increase or decrease 
before or after completion of the merger and, therefore, the implied value of   
the stock portion of the merger consideration may be higher or lower than the   
implied value of the stock portion of the merger consideration on March 12,     
2004, _________, 2004 or the closing date of the merger, and the market price of
the stock component of the merger consideration may be more or less than the    
cash component of the merger consideration.                                     

   Stock price changes may result from a variety of factors, including
general market and economic conditions, changes in our respective businesses,   
operations and prospects, and regulatory considerations. Many of these factors  
are beyond our control.                                                         

WARWICK COMMUNITY BANCORP STOCKHOLDERS WHO MAKE ELECTIONS WILL BE UNABLE TO SELL
THEIR SHARES IN THE MARKET AFTER MAKING THEIR ELECTION.                         

      Warwick Community Bancorp stockholders may elect to receive the merger
consideration in the form of cash or stock. Stockholders making an election must
turn in their Warwick Community Bancorp stock certificates with their election  
form. During the time between when the election is made and when stock          
certificates are received by stockholders following the completion of the       
merger, Warwick Community Bancorp stockholders will be unable to sell their     
Warwick Community Bancorp common stock. If the merger is unexpectedly delayed,  
this period could extend for a significant period of time. Elections received   
after the close of the election period will not be accepted or honored.         

WARWICK COMMUNITY BANCORP DIRECTORS AND OFFICERS HAVE INTERESTS IN THE MERGER   
BESIDES THOSE OF A STOCKHOLDER.                                                 

      Some of Warwick Community Bancorp's executive officers participated in
negotiations of the merger agreement with Provident Bancorp, and the board of   
directors approved the merger agreement and is recommending that Warwick        
Community Bancorp stockholders vote for the merger agreement. In considering    
these facts and the other information contained in this Proxy                   
Statement/Prospectus, you should be aware that Warwick Community Bancorp's      
executive officers and directors have financial interests in the merger besides 
being Warwick Community Bancorp stockholders. See "Interests of Directors and   
Officers in the Merger." These interests include:                               

o       the payment of certain benefits in consideration of the 
termination of existing employment agreements.  

o       the acceleration of and payment at or within thirty days
          following the merger of certain retirement benefits to two
      officers under two non tax-qualified retirement plans.

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        o       the appointment of two directors of Warwick Community Bancorp to
               the boards of directors of Provident Bancorp and Provident Bank
upon the closing of the merger.                 

o       the payout at the effective time of the merger, of all  
                outstanding vested and unvested stock options, including options
           for up to __________ shares of common stock held by Warwick
            Community Bancorp's executive officers and directors, in the
form of cash.                                   

o       the agreement by Provident Bancorp to indemnify Warwick 
            Community Bancorp directors and officers and to provide such
          persons with directors' and officers' liability insurance.

PROVIDENT BANCORP MAY NOT RECEIVE REQUIRED REGULATORY APPROVALS. SUCH APPROVALS,
IF RECEIVED, MAY BE SUBJECT TO ADVERSE REGULATORY CONDITIONS                    

      Before the merger may be completed, various approvals must be obtained
from, or notifications submitted to, the Office of Thrift Supervision, the      
Federal Deposit Insurance Corporation, the New York State Banking Department and
the Federal Reserve Bank of New York. We cannot guarantee that we will receive  
all required regulatory approvals in order to complete the merger. In addition, 
some of the governmental authorities from whom those approvals must be obtained 
may impose conditions on the completion of the merger or require changes in the 
terms of the merger. These conditions or changes could have the effect of       
delaying the merger or imposing additional costs or limiting the possible       
revenues of the combined company.                                               

RISKS ABOUT PROVIDENT BANCORP                                                   

      You should consider carefully the following risk factors in evaluating
an investment in the shares of common stock.                                    

      OUR COMMERCIAL REAL ESTATE, COMMERCIAL BUSINESS AND CONSTRUCTION LOANS
EXPOSE US TO INCREASED CREDIT RISKS.                                            

        At March 31, 2004, our portfolio of commercial real estate loans totaled
$311.3 million, or 32.4% of total loans, our portfolio of commercial business   
loans totaled $101.0 million, or 10.5% of total loans, and our portfolio of     
construction loans totaled $41.7 million, or 4.3% of total loans. We plan to    
continue to emphasize the origination of these types of loans. Commercial real  
estate, commercial business and construction loans generally have greater credit
risk than one- to four-family residential mortgage loans because repayment of   
the loans often depends on the successful business operations of the borrowers. 
These loans typically have larger loan balances to single borrowers or groups of
related borrowers compared to one- to four-family residential mortgage loans.   
Many of our borrowers also have more than one commercial real estate, commercial
business or construction loan outstanding with us. Consequently, an adverse     
development with respect to one loan or one credit relationship can expose us to

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significantly greater risk of loss compared to an adverse development with      
respect to a one- to four-family residential mortgage loan.                     

CHANGES IN THE VALUE OF GOODWILL COULD REDUCE OUR EARNINGS.     

       On April 23, 2002, we completed our acquisition of The National Bank of
Florida. We recorded the assets acquired and liabilities assumed from The       
National Bank of Florida at their fair values at the closing date. The amount we
paid for The National Bank of Florida in excess of the fair value of the net    
assets acquired was recorded as goodwill, which is an intangible asset. At      
December 31, 2003, the balance of goodwill on our balance sheet was $13.5       
million.                                                                        

   On January 14, 2004, we completed our acquisition of E.N.B. Holding
Company. We recorded the assets acquired and liabilities assumed from E.N.B.    
Holding Company at their fair values at the closing date. The amount we paid for
E.N.B. Holding Company in excess of the fair value of the net assets acquired   
was recorded as goodwill, which is an intangible asset. At March 31, 2004, the  
balance of goodwill resulting from the acquisition of E.N.B. Holding Company on 
our balance sheet was $52.1 million.                                            

  We are required by accounting principles generally accepted in the
United States of America to test goodwill for impairment at least annually.     
Testing for impairment of goodwill involves the identification of reporting     
units and the estimation of fair values. The estimation of fair values involves 
a high degree of judgment and subjectivity in the assumptions used. As of March 
31, 2004, if our goodwill were fully impaired and we were required to charge-off
all of our goodwill, the pro forma reduction to our stockholders' equity would  
be approximately $1.32 per share.                                               

      WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH, WHICH MAY DIVERT RESOURCES
AND LIMIT OUR ABILITY TO SUCCESSFULLY EXPAND OUR OPERATIONS.                    

   We have grown substantially from $757.9 million of total assets and
$595.1 million of total deposits at December 31, 1998 to $1.7 billion of total  
assets and $1.2 billion of total deposits at March 31, 2004. We expect that our 
assets, deposits, number of customers and scale of operations will continue to  
grow significantly.                                                             

 Since 1998, we have expanded our branch network by both acquiring
financial institutions and establishing de novo branches. At September 30, 1998,
we had 11 branch offices, compared to 27 branches at March 31, 2004. In         
addition, during the next four years, we expect to open one new branch office   
per year. We cannot assure you that our ongoing branch expansion strategy will  
be accretive to our earnings, or that it will be accretive to earnings within a 
reasonable period of time. Numerous factors contribute to the performance of a  
new branch, such as a suitable location, qualified personnel and an effective   
marketing strategy. Additionally, it takes time for a new branch to generate    
significant deposits and make sufficient loans to produce enough income to      
offset expenses, some of which, like salaries and occupancy expense, are        
relatively fixed costs.                                                         

      We have incurred substantial expenses to build our management team and
personnel, develop our delivery systems and establish an infrastructure to      
support future growth. Our future                                               

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success will depend on the ability of our officers and key employees to continue
to implement and improve our operational, financial and management controls,    
reporting systems and procedures, and to manage a growing number of client      
relationships. We may not be able to successfully implement improvements to our 
management information and control systems in an efficient or timely manner, and
we may discover deficiencies in our existing systems and controls. Thus, we     
cannot assure you that our growth strategy will not place a strain on our       
administrative and operational infrastructure or require us to incur additional 
expenditures beyond current projections to support our future growth. Our future
profitability will depend in part on our continued ability to grow. We cannot   
assure you that we will be able to sustain our historical growth rate or grow at
all.                                                                            

PROVIDENT BANCORP'S FINANCIAL SUCCESS DEPENDS ON THE SUCCESSFUL 
INTEGRATION OF ITS RECENT ACQUISITIONS.                                         

        Provident Bancorp's future growth and profitability depends, in part, on
its ability to successfully complete its acquisition of Warwick Community       
Bancorp and manage the combined operations as well as the operations of E.N.B.  
Holding Company, which was acquired on January 14, 2004. For the acquisitions to
be successful, Provident Bancorp will have to succeed in combining the personnel
and operations of Provident Bancorp, Warwick Community Bancorp and E.N.B.       
Holding Company and in achieving expense savings by eliminating selected        
redundant operations. We cannot assure you that our plan to integrate and       
operate the combined operations will be timely or efficient, or that we will    
successfully retain existing customer relationships of Warwick Savings.         

 THE ISSUANCE OF SHARES AND CASH TO THE CHARITABLE FOUNDATION WILL
ADVERSELY AFFECT NET INCOME IN 2004.                                            

We established a charitable foundation in connection with the   
second-step conversion. We made a contribution to the charitable foundation in  
the form of shares of Provident Bancorp common stock and cash. We issued 400,000
shares of common stock to the charitable foundation, which equals 2.0% of the   
shares of common stock sold in the second-step offering. The balance of the     
contribution to the charitable foundation consisted of a cash payment of $1.0   
million. The aggregate contribution will have an adverse effect on our net      
income for the fiscal year ending September 30, 2004. The after-tax expense of  
the contribution will reduce net income in our 2004 fiscal year by approximately
$3.0 million.                                                                   

       OUR CONTRIBUTION TO THE PROVIDENT BANK CHARITABLE FOUNDATION MAY NOT BE
TAX DEDUCTIBLE, WHICH COULD REDUCE OUR PROFITS.                                 

 We believe that the contribution to the Provident Bank Charitable
Foundation, valued at $5.0 million, pre-tax, will be deductible for federal     
income tax purposes. If the contribution is not deductible, we would not receive
any tax benefit from the contribution. In addition, even if the contribution is 
tax deductible, we may not have sufficient profits to be able to use the        
deduction fully.                                                                

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    OUR CONTINUING CONCENTRATION OF LOANS IN OUR PRIMARY MARKET AREA MAY
INCREASE OUR RISK.                                                              

       Our success depends primarily on the general economic conditions in the
counties in which we conduct business, and in the New York metropolitan area in 
general. Unlike larger banks that are more geographically diversified, we       
provide banking and financial services to customers primarily in Rockland and   
Orange Counties, New York, as well as Sullivan and Ulster Counties, New York.   
Following our acquisition of Warwick Community Bancorp, we will also provide    
banking services to customers in Putnam County, New York and Bergen County, New 
Jersey. The local economic conditions in our market area have a significant     
impact on our loans, the ability of the borrowers to repay these loans and the  
value of the collateral securing these loans. A significant decline in general  
economic conditions caused by inflation, recession, unemployment or other       
factors beyond our control would affect these local economic conditions and     
could adversely affect our financial condition and results of operations.       
Additionally, because we have a significant amount of commercial real estate    
loans, decreases in tenant occupancy also may have a negative effect on the     
ability of many of our borrowers to make timely repayments of their loans, which
would have an adverse impact on our earnings.                                   

       IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO COVER ACTUAL LOAN
LOSSES, OUR EARNINGS COULD DECREASE.                                            

      Our loan customers may not repay their loans according to the terms of
the loans, and the collateral securing the repayment of these loans may be      
insufficient to cover any remaining loan balance. We may experience significant 
loan losses, which could have a material adverse effect on our operating        
results. We make various assumptions and judgments about the collectibility of  
our loan portfolio, including the creditworthiness of our borrowers and the     
value of the real estate and other assets, if any, serving as collateral for the
repayment of many of our loans. In determining the amount of the allowance for  
loan losses, we rely on our loan quality reviews, our experience and our        
evaluation of economic conditions, among other factors. If our assumptions are  
incorrect, our allowance for loan losses may not be sufficient to cover losses  
inherent in our loan portfolio, which may require additions to our allowance.   
Any material additions to our allowance for loan losses would materially        
decrease our net income.                                                        

   Our business strategy calls for continued growth of commercial real
estate loans, commercial business loans and construction loans. These loans     
typically expose us to greater risk than one- to four-family residential real   
estate loans. As we further increase the amount of these loans in our loan      
portfolio, we may increase our provisions for loan losses, which could adversely
affect our earnings.                                                            

       In addition, bank regulators periodically review our allowance for loan
losses and may require us to increase our provisions for loan losses or         
recognize further loan charge-offs. Any increase in our allowance for loan      
losses or loan charge-offs as required by regulatory authorities could have a   
material adverse effect on our results of operations and financial condition.   

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     CHANGES IN MARKET INTEREST RATES COULD ADVERSELY AFFECT OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.                                            

   Our financial condition and results of operations are significantly
affected by changes in market interest rates. Our results of operations depend  
substantially on our net interest income, which is the difference between the   
interest income that we earn on our interest-earning assets and the interest    
expense that we pay on our interest-bearing liabilities. Our interest-bearing   
assets generally reprice or mature more quickly than our interest-earning       
liabilities. However, if rates increase rapidly as a result of an improving     
economy, we may have to increase the rates paid on our deposits and borrowed    
funds more quickly than loans and investments reprice, resulting in a negative  
impact on interest spreads and net interest income. In addition, the impact of  
rising rates could be compounded if deposit customers move funds from savings   
accounts back to higher-rate certificate of deposit accounts. Conversely, should
market interest rates continue to fall below today's level, our net interest    
margin could also be negatively affected, as competitive pressures could keep us
from reducing rates much lower on our deposits, and prepayments and curtailments
on assets may continue. Such movements may cause a decrease in the interest rate
spread and net interest margin.                                                 

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

       Changes in interest rates also affect the value of our interest-earning
assets, and in particular our securities portfolio. Generally, the value of     
securities fluctuates inversely with changes in interest rates. At March 31,    
2004, our investment and mortgage-backed securities available for sale totaled  
$524.2 million. Unrealized gains on securities available for sale, net of tax,  
amounted to $4.4 million and are reported as a separate component of            
stockholders' equity. Decreases in the fair value of securities available for   
sale, therefore, could have an adverse effect on stockholders' equity.          

  STRONG COMPETITION WITHIN OUR MARKET AREA MAY LIMIT OUR GROWTH AND
PROFITABILITY.                                                                  

      Competition in the banking and financial services industry is intense.
In our market area, we compete with commercial banks, savings institutions,     
mortgage brokerage firms, internet banks, credit unions, finance companies,     
mutual funds, insurance companies and brokerage and investment banking firms    
operating locally and elsewhere. Many of these competitors (whether regional or 
national institutions) have substantially greater resources and lending limits  
than we have, and may offer certain services that we do not or cannot provide.  
Our profitability depends upon our continued ability to successfully compete in 
our market area.                                                                

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    WE OPERATE IN A HIGHLY REGULATED ENVIRONMENT AND WE MAY BE ADVERSELY
AFFECTED BY CHANGES IN LAWS AND REGULATIONS.                                    

  Provident Bank is subject to extensive regulation, supervision and
examination by the Office of Thrift Supervision, its chartering authority, and  
by the Federal Deposit Insurance Corporation, which insures Provident Bank's    
deposits. Provident Municipal Bank is subject to extensive regulation,          
supervision and examination by the New York State Banking Department, its       
chartering authority, and by the Federal Deposit Insurance Corporation, which   
insures Provident Municipal Bank's deposits. As a savings and loan holding      
company, Provident Bancorp is subject to regulation and supervision by the      
Office of Thrift Supervision. Such regulation and supervision govern the        
activities in which financial institutions and their holding companies may      
engage and are intended primarily for the protection of the federal deposit     
insurance fund and depositors. These regulatory authorities have extensive      
discretion in connection with their supervisory and enforcement activities,     
including the imposition of restrictions on the operations of financial         
institutions, the classification of assets by financial institutions and the    
adequacy of financial institutions' allowance for loan losses. Any change in    
such regulation and oversight, whether in the form of regulatory policy,        
regulations, or legislation, could have a material impact on Provident Bank,    
Provident Municipal Bank, Provident Bancorp and our operations.                 

Our operations are also subject to extensive regulation by other
federal, state and local governmental authorities, and are subject to various   
laws and judicial and administrative decisions that impose requirements and     
restrictions on our operations. These laws, rules and regulations are frequently
changed by legislative and regulatory authorities. There can be no assurance    
that changes to existing laws, rules and regulations, or any other new laws,    
rules or regulations, will not be adopted in the future, which could make       
compliance more difficult or expensive or otherwise adversely affect our        
business, financial condition or prospects.                                     

THE IMPLEMENTATION OF STOCK-BASED BENEFIT PLANS MAY DILUTE YOUR 
OWNERSHIP INTEREST.                                                             

      We intend to adopt a stock option plan and a recognition and retention
plan no earlier than six months following the second-step offering, which was   
completed on January 14, 2004, subject to receipt of stockholder approval. These
stock-based benefit plans will be funded either through open market purchases,  
if permitted, or from the issuance of authorized but unissued shares of common  
stock of Provident Bancorp. While our intention is to fund these plans through  
open market purchases, stockholders will experience a reduction or dilution in  
ownership interest in the event newly issued shares are used to fund stock      
options and stock awards.                                                       

 In addition, at March 31, 2004, Provident Bancorp had outstanding
options to purchase 1,381,152 shares of its common stock, as adjusted for the   
exchange ratio in the second-step conversion. If any existing options are       
exercised for authorized but unissued shares of common stock, stockholders will 
experience dilution. Because Office of Thrift Supervision regulations prohibit  
us from repurchasing our common stock during the first year following the       
second-step conversion unless compelling business reasons exist for such        
repurchases, we will be required to                                             

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issue authorized but unissued shares to fund option exercises that occur during 
the first year following the conversion.                                        

      OUR RECOGNITION AND RETENTION PLAN WILL INCREASE OUR COSTS, WHICH WILL
REDUCE OUR PROFITABILITY AND STOCKHOLDERS' EQUITY.                              

       We intend to implement a recognition and retention plan no earlier than
six months after the offering, subject to receipt of stockholder approval. Under
this plan, our officers and directors may be awarded, at no cost to them, shares
of common stock in an aggregate amount equal to 4% of the shares of common stock
sold in the offering (including shares we issue to the Provident Bank Charitable
Foundation). The shares of common stock awarded under the recognition plan will 
be expensed by us over their vesting period at the fair market value of the     
shares on the date they are awarded. The recognition and retention plan cannot  
be implemented until at least six months after the completion of the offering.  
If the plan is adopted within 12 months after the completion of the conversion, 
it is subject to Office of Thrift Supervision regulations. If the shares of     
common stock to be awarded under the plan are repurchased in the open market    
(rather than issued directly by Provident Bancorp) and cost the same as the     
closing price of $11.85 as of March 31, 2004, the reduction to stockholders'    
equity from the plan would be $9.5 million.                                     

       WE MAY BE REQUIRED TO CHANGE THE WAY WE RECOGNIZE EXPENSE FOR OUR STOCK
OPTIONS.                                                                        

  We account for our stock option plan in accordance with Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to        
Employees," and related interpretations. Accordingly, we recognize compensation 
expense only if the exercise price of an option is less than the fair value of  
the underlying stock on the date of the grant. Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," encourages the use
of a fair-value-based method of accounting for employee stock compensation      
plans, but permits our continued use of the intrinsic-value-based method of     
accounting prescribed by APB Opinion No. 25. Under Statement of Financial       
Accounting Standards No. 123, the grant-date fair value of options is recognized
as compensation expense over the vesting period. Our net income will decrease if
the Financial Accounting Standards Board requires us to recognize expense using 
the fair-value-based method of accounting for stock options. See Note 3 of the  
Notes to Consolidated Financial Statements.                                     

      A BREACH OF INFORMATION SECURITY COULD NEGATIVELY AFFECT OUR EARNINGS.

Increasingly, we depend upon data processing, communication and 
information exchange on a variety of computing platforms and networks, and over 
the internet. We cannot be certain all our systems are entirely free from       
vulnerability to attack, despite safeguards we have instituted. In addition, we 
rely on the services of a variety of vendors to meet our data processing and    
communication needs. If information security is breached, information can be    
lost or misappropriated, resulting in financial loss or costs to us or damages  
to others. These costs or losses could materially exceed the amount of insurance
coverage, if any, which would adversely affect our earnings.                    

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     VARIOUS FACTORS MAY MAKE TAKEOVER ATTEMPTS MORE DIFFICULT TO ACHIEVE.

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

  o       OFFICE OF THRIFT SUPERVISION REGULATIONS. Office of Thrift
               Supervision regulations prohibit, for three years following the
         completion of a mutual-to-stock conversion, the direct or
            indirect acquisition of more than 10% of any class of equity
             security of a converted savings institution without the prior
approval of the Office of Thrift Supervision.   

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

 o       REQUIRED CHANGE IN CONTROL PAYMENTS AND ISSUANCE OF STOCK
         OPTIONS AND RECOGNITION PLAN SHARES. We have entered into
            employment agreements with certain executive officers, which
           will require payments to be made to them in the event their
         employment is terminated following a change in control of
            Provident Bancorp or Provident Bank. We have also issued and
                intend to adopt one or more plans to permit additional issuances
             of stock options and recognition plan shares to key employees
              and directors that will require payments to them in connection
             with a change in control of Provident Bancorp. These payments
         will have the effect of increasing the costs of acquiring
       Provident Bancorp, thereby discouraging future takeover
attempts.                                       

RISKS RELATED TO PRIOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF WARWICK 
COMMUNITY BANCORP                                                               

    Arthur Andersen LLP, who audited the financial statements of Warwick
Community Bancorp for the year ended December 31, 2001, which financial         
statements are incorporated by reference into this Proxy Statement/Prospectus,  
was convicted on June 15, 2002 of federal obstruction of justice arising from   
the government's investigation of Enron Corp. As it has ceased operations,      
Arthur Andersen LLP has not consented to incorporation by reference into        

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this Proxy Statement/Prospectus of their report on the financial statements of  
Warwick Community Bancorp for the year ended December 31, 2001. Under Section 11
of the Securities Act of 1933, stockholders may have no effective remedy against
Arthur Andersen LLP in connection with a material misstatement or omission in   
the 2001 financial statements of Warwick Community Bancorp incorporated by      
reference into this Proxy Statement/Prospectus.                                 

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 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference a number of 
forward-looking statements regarding the financial condition, results of        
operations and business of Provident Bancorp and Warwick Community Bancorp, and 
may include statements for the period following the completion of the merger.   
You can find many of these statements by looking for words such as "plan,"      
"believe," "expect," "intend," "anticipate," "estimate," "project," "potential" 
or other similar expressions.                                                   

 The ability of Provident Bancorp and Warwick Community Bancorp to
predict results or the actual effects of its plans and strategies is inherently 
uncertain. Accordingly, actual results may differ materially from anticipated   
results. Some of the factors that may cause actual results to differ materially 
from those contemplated by the forward-looking statements include, but are not  
limited to, the following:                                                      

     o       difficulties in obtaining required stockholder and regulatory
approvals for the merger;                       

      o       increases in competitive pressure among financial institutions
or from non-financial institutions;             

o       changes in the interest rate environment;               

    o       changes in deposit flows, loan demand or real estate values;

 o       changes in accounting principles, policies or guidelines;

o       legislative or regulatory changes;                      

       o       changes in general economic conditions, either nationally or in
                some or all of the operating areas in which the combined company
              will be doing business, or conditions in securities markets or
the banking industry;                           

 o       a materially adverse change in the financial condition of
Provident Bancorp or Warwick Community Bancorp; 

    o       the level and timeliness of realization, if any, of expected
cost savings from the merger;                   

      o       difficulties related to the consummation of the merger and the
              integration of the businesses of Provident Bancorp and Warwick
Community Bancorp;                              

o       lower than expected revenues following the merger; and  

o       other economic, competitive, governmental, regulatory,  
            geopolitical and technological factors affecting operations,
pricing and services.                           

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      Because such forward-looking statements are subject to assumptions and
uncertainties, actual results may differ materially from those expressed or     
implied by such forward-looking statements. Warwick Community Bancorp           
stockholders are cautioned not to place undue reliance on such statements, which
speak only as of the date of this document or the date of any document          
incorporated by reference, or such other relevant historical date in this or    
incorporated documents.                                                         

     All subsequent written and oral forward-looking statements concerning
the merger or other matters addressed in this document and attributable to      
Provident Bancorp or Warwick Community Bancorp or any person acting on their    
behalf are expressly qualified in their entirety by the cautionary statements   
contained or referred to in this section. Except to the extent required by      
applicable law or regulation, Provident Bancorp and Warwick Community Bancorp   
undertake no obligation to update such forward-looking statements to reflect    
events or circumstances after the date of this document or to reflect the       
occurrence of unanticipated events.                                             

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THE WARWICK COMMUNITY BANCORP, INC. ANNUAL MEETING

THIS SECTION CONTAINS INFORMATION FOR WARWICK COMMUNITY BANCORP 
STOCKHOLDERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS WARWICK COMMUNITY BANCORP 
HAS CALLED TO CONSIDER AND APPROVE THE MERGER AGREEMENT AS WELL AS VOTE ON THE  
ELECTION OF THREE DIRECTORS AND RATIFY THE APPOINTMENT OF KPMG LLP AS WARWICK   
COMMUNITY BANCORP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR  
ENDING DECEMBER 31, 2004.                                                       

      Together with this document, Warwick Community Bancorp is also sending
you a notice of the Warwick Community Bancorp annual meeting of stockholders and
a form of proxy that is solicited by its board of directors. The annual meeting 
of stockholders will be held on __________, 2004 at ________ a.m., local time,  
at ___________________, ___________________, __________, New York. This Proxy   
Statement/ Prospectus is first being mailed to stockholders of Warwick Community
Bancorp on or about ________, 2004.                                             

MATTERS TO BE CONSIDERED                                                        

The purpose of the Warwick Community Bancorp annual meeting of  
stockholders is to vote on a proposal to approve the merger agreement as well as
vote on the election of three directors and ratify the appointment of KPMG LLP  
as Warwick Community Bancorp's independent registered public accounting firm for
the year ending December 31, 2004.                                              

    You may be asked to vote upon any other matters that may properly be
submitted to a vote at the Warwick Community Bancorp annual meeting. You also   
may be asked to vote upon a proposal to adjourn or postpone the Warwick         
Community Bancorp annual meeting. Warwick Community Bancorp could use any       
adjournment or postponement for the purpose, among others, of allowing          
additional time to solicit proxies.                                             

PROXIES                                                                         

Each copy of this document mailed to Warwick Community Bancorp  
stockholders is accompanied by a proxy card with voting instructions for        
submission by mail. You should complete and return the proxy card accompanying  
this document to ensure that your vote is counted at the Warwick Community      
Bancorp annual meeting, or at any adjournment or postponement of the meeting,   
regardless of whether you plan to attend the Warwick Community Bancorp annual   
meeting. You can revoke your proxy at any time before the vote is taken at the  
Warwick Community Bancorp annual meeting. If your shares are held in "street    
name," your broker will vote your shares on Proposal I only if you provide      
instructions to your broker on how to vote. If you have not voted through your  
broker, you may revoke your proxy by:                                           

o       submitting written notice of revocation to the Corporate
             Secretary of Warwick Community Bancorp prior to the voting of
such proxy;                                     

     o       submitting a properly executed proxy bearing a later date; or

o       voting in person at the annual meeting; however, simply 
              attending the annual meeting without voting will not revoke an
earlier proxy.                                  

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     Written notices of revocation and other communications about revoking
your proxy should be addressed to:                                              

Warwick Community Bancorp, Inc.                                 
18 Oakland Avenue                                               
Warwick, New York 10990                                         
Attention: Lois E. Ulatowski                                    
Corporate Secretary                                             

If your shares are held in street name, you should follow the   
instructions of your broker regarding the revocation of proxies.                

 All shares represented by valid proxies Warwick Community Bancorp
receives through this solicitation, and not revoked, will be voted in accordance
with your instructions on the proxy card. If you make no specification on your  
proxy card as to how you want your shares voted before signing and returning it,
your proxy will be voted "FOR" approval of the merger agreement as well as vote 
"FOR" the election of three directors and the ratification of the appointment of
KPMG LLP as Warwick Community Bancorp's independent registered public accounting
firm for the year ending December 31, 2004. The Warwick Community Bancorp board 
of directors is presently unaware of any other matters that may be presented for
action at the annual meeting. If other matters do properly come before the      
annual meeting, or at any adjournment or postponement thereof, Warwick Community
Bancorp intends that shares represented by properly submitted proxies will be   
voted, or not voted, by and at the discretion of the persons named as proxies on
the proxy card. However, proxies that indicate a vote against approval of the   
merger agreement will not be voted in favor of adjourning or postponing the     
annual meeting to solicit additional proxies.                                   

WARWICK COMMUNITY BANCORP STOCKHOLDERS SHOULD NOT SEND STOCK    
CERTIFICATES WITH THEIR PROXY CARDS. WARWICK COMMUNITY BANCORP STOCKHOLDERS WILL
BE SENT ELECTION FORMS AND INSTRUCTIONS, AT WHICH TIME THEY WILL BE REQUESTED TO
SUBMIT THEIR STOCK CERTIFICATES. IF THE MERGER IS COMPLETED, WARWICK COMMUNITY  
BANCORP STOCKHOLDERS WHO DID NOT MAKE A TIMELY OR PROPER ELECTION WILL BE MAILED
A TRANSMITTAL FORM PROMPTLY FOLLOWING THE COMPLETION OF THE MERGER WITH         
INSTRUCTIONS ON HOW TO EXCHANGE THEIR WARWICK COMMUNITY BANCORP STOCK           
CERTIFICATES FOR THE MERGER CONSIDERATION.                                      

SOLICITATION OF PROXIES                                                         

 Warwick Community Bancorp will bear the entire cost of soliciting
proxies from its stockholders. In addition to solicitation of proxies by mail,  
Warwick Community Bancorp will request that banks, brokers and other record     
holders send proxies and proxy material to the beneficial owners of Warwick     
Community Bancorp common stock and secure their voting instructions, if         
necessary. Warwick Community Bancorp will reimburse the record holders for their
reasonable expenses in taking those actions. Warwick Community Bancorp has also 
made arrangements with Georgeson Shareholder Communications Inc. to assist it in
soliciting proxies and has agreed to pay them a fee of $________ plus reasonable
expenses for these services. If necessary, Warwick Community Bancorp may use    
several of its regular employees, who will not                                  

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be specially compensated, to solicit proxies from Warwick Community Bancorp     
stockholders, either personally or by telephone, telegram, facsimile or letter. 

RECORD DATE                                                                     

       The Warwick Community Bancorp board of directors has fixed the close of
business on __________, 2004 as the record date for determining the Warwick     
Community Bancorp stockholders entitled to receive notice of and to vote at the 
Warwick Community Bancorp annual meeting of stockholders. On __________, 2004,  
___________ shares of Warwick Community Bancorp common stock were outstanding   
and held by approximately ______ holders of record.                             

VOTING RIGHTS AND VOTE REQUIRED                                                 

        The presence, in person or by properly executed proxy, of the holders of
a majority of the outstanding shares of Warwick Community Bancorp common stock  
is necessary to constitute a quorum at the Warwick Community Bancorp annual     
meeting of stockholders. Abstentions and broker non-votes will be counted solely
for the purpose of determining whether a quorum is present. An unvoted proxy    
submitted by a broker is sometimes referred to as a broker non-vote.            

     Adoption of the merger agreement requires the affirmative vote of the
holders of a majority of the outstanding shares of Warwick Community Bancorp    
common stock entitled to vote at the Warwick Community Bancorp annual meeting.  
Directors are elected by a plurality of votes cast, without regard to either    
broker non-votes or proxies as to which the authority to vote the nominees being
proposed is withheld. The ratification of the independent registered public     
accounting firm is determined by a majority of the votes cast, without regard to
broker non-votes; however, proxies marked "Abstain" will have the same effect as
a vote against ratification. You are entitled to one vote for each share of     
Warwick Community Bancorp common stock you held as of the record date. However, 
Warwick Community Bancorp's certificate of incorporation provides that          
stockholders of record who beneficially own in excess of 10% of the             
then-outstanding shares of common stock of Warwick Community Bancorp are not    
entitled to any vote with respect to the shares held in excess of the 10% limit.

BECAUSE THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF WARWICK COMMUNITY BANCORP COMMON STOCK ENTITLED TO VOTE AT
THE WARWICK COMMUNITY BANCORP ANNUAL MEETING IS NEEDED FOR US TO PROCEED WITH   
THE MERGER, THE FAILURE TO VOTE BY PROXY OR IN PERSON WILL HAVE THE SAME EFFECT 
AS A VOTE AGAINST THE MERGER AGREEMENT. ABSTENTIONS AND BROKER NON-VOTES ALSO   
WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER AGREEMENT. ACCORDINGLY,  
THE WARWICK COMMUNITY BANCORP BOARD OF DIRECTORS URGES WARWICK COMMUNITY BANCORP
STOCKHOLDERS TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN  
IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.                              

  As of the record date, directors and executive officers of Warwick
Community Bancorp and their affiliates had the right to vote ________ shares of 
Warwick Community Bancorp common stock, or ____% of the outstanding Warwick     
Community Bancorp common stock at that date. As of that date, directors and     
executive officers of Provident Bancorp and their affiliates had the right to   
vote ________ shares of Warwick Community Bancorp common stock, or ____% of the 
outstanding Warwick Community Bancorp common stock at that date.                

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Warwick Community Bancorp's directors have agreed to vote their shares of       
Warwick Community Bancorp common stock in favor of the merger agreement. It is  
currently anticipated that Warwick Community Bancorp's executive officers, and  
the directors and executive officers of Provident, will vote their shares of    
Warwick Community Bancorp common stock in favor of the merger agreement,        
although none of such persons (other than executive officers of Warwick         
Community Bancorp who are also directors of Warwick Community Bancorp) have     
entered into any agreements with respect to the voting of their shares.         

RECOMMENDATION OF THE BOARD OF DIRECTORS                                        

The Warwick Community Bancorp board of directors has unanimously
approved the merger agreement and the transactions contemplated in the merger   
agreement. The Warwick Community Bancorp board of directors has determined that 
the merger agreement and the transactions contemplated in the merger agreement  
are advisable and in the best interests of Warwick Community Bancorp and its    
stockholders and unanimously recommends that you vote "FOR" approval of the     
merger agreement, "FOR" each of the Warwick Community Bancorp nominees for      
directors listed in this Proxy Statement/Prospectus and "FOR" the ratification  
of the appointment of KPMG LLP as independent registered public accounting firm 
for the year ending December 31, 2004.                                          

  See "Proposal I--The Proposed Merger-- Warwick Community Bancorp's
Reasons for the Merger; Recommendation of Warwick Community Bancorp's Board of  
Directors" on page 58 for a more detailed discussion of the Warwick Community   
Bancorp board of directors' recommendation.                                     

ATTENDING THE WARWICK COMMUNITY BANCORP ANNUAL MEETING                          

   If you want to vote your shares of Warwick Community Bancorp common
stock held in street name in person at the annual meeting, you will have to get 
a written proxy in your name from the broker, bank or other nominee who holds   
your shares.                                                                    

PARTICIPANTS IN WARWICK COMMUNITY BANCORP'S AND WARWICK SAVINGS' BENEFIT PLANS  

   Participants in the Warwick Community Bancorp's stock-based benefit
plans, such as the Warwick Community Bancorp, Inc. Employee Stock Ownership     
Plan, The Warwick Savings Bank 401(k) Savings Plan and the Recognition and      
Retention Plan of Warwick Community Bancorp, Inc. have the right to direct the  
voting of Warwick Community Bancorp common stock allocated to their plan        
accounts but do not have the right to vote these shares personally at Warwick   
Community Bancorp's annual meeting. Such participants should refer to the voting
instructions provided by the plan trustees for information on how to direct the 
voting of these shares.                                                         

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF WARWICK COMMUNITY BANCORP    

      The following table sets forth certain information as to those persons
that Warwick Community Bancorp believes are beneficial owners of more than 5% of
Warwick Community Bancorp's outstanding common stock as of ___________, 2004.   
Persons and groups that beneficially own in excess of 5% of Warwick Community   
Bancorp's common stock are required                                             

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to file certain reports with Warwick Community Bancorp and with the Securities  
and Exchange Commission regarding such beneficial ownership. For purposes of the
table below and the table set forth under "Beneficial Stock Ownership of        
Management," a person is deemed to be the beneficial owner of any shares of     
common stock (1) over which the person has or shares, directly or indirectly,   
voting or investment power, or (2) of which the person has a right to acquire   
beneficial ownership at any time within 60 days after _________, 2004. "Voting  
Power" is the power to vote or direct the voting of shares and "investment      
power" includes the power to dispose or direct the disposition of shares. As of 
_________, 2004, there were _____ shares of Warwick Community Bancorp common    
stock outstanding.                                                              

                                                        · Enlarge/Download Table


                                                      AMOUNT AND NATURE              PERCENT OF         
                NAME AND ADDRESS OF                      OF BENEFICIAL              COMMON STOCK        
                  BENEFICIAL OWNER                        OWNERSHIP                 OUTSTANDING         
------------------------------------------------ --------------------------- ---------------------------
                                                                                                        
Warwick Community Bancorp, Inc.                            460,370(1)                  10.23%           
Employee Stock Ownership Plan                                                                           
18 Oakland Avenue                                                                                       
Warwick, New York  10990-0591                                                                           

Citigroup Global Markets, Inc.                             430,983(2)                  9.58%            
Citigroup Financial Products, Inc.                                                                      
Citigroup Global Markets Holdings Inc.                                                                  
388 Greenwich Street                                                                                    
New York, New York  10013                                                                               
and                                                                                                     
Citigroup Inc.                                                                                          

399 Park Avenue                                                                                         
New York, New York  10043                                                                               

Kahn Brothers & Co., Inc.                                  428,415(3)                  9.52%            
555 Madison Avenue, 22nd Floor                                                                          
New York, New York  10022                                                                               

-------------------------                                                       
(1)     The Employee Stock Ownership Plan, referred to as the ESOP, is          
        administered by the ESOP Committee consisting of the Company's President
     and Chief Operating Officer, Ronald J. Gentile, as plan administrator
       and a committee established pursuant to the ESOP, consisting of Warwick
      Community Bancorp officers. The ESOP trustee, RS Group Trust Co., will
       be instructed regarding investment of assets held in the ESOP. The ESOP
        generally votes all allocated shares held in the ESOP in accordance with
     the instructions of participants. As of December 31, 2003, 190,380 of
   the 460,370 shares held in the ESOP were allocated to participants.
Pursuant to the terms of the ESOP, allocated shares for which no
        instructions are given and unallocated shares are generally voted by the
  ESOP trustee in a manner calculated to most accurately reflect the
      voting instructions received from participants regarding the allocated
     shares so long as such vote is in accordance with the requirements of
the Employee Retirement Income Security Act of 1974, as amended.
(2)     Based on information in a Schedule 13G/A, dated February 17, 2004, filed
  by Citigroup Global Markets, Inc. ("CGM"), a New York corporation,
   Citigroup Financial Products, Inc. ("CFP"), a Delaware corporation,
       Citigroup Global Markets Holdings Inc. ("CGMH"), a New York corporation
        and Citigroup Inc. ("Citigroup"), a Delaware corporation. CGM, CFP, CGMH
      and Citigroup have reported shared voting and shared dispositive power
over all of the shares shown.                                   
(3)     Based on information provided to us as of March 15, 2004, by Mr. Thomas 
        G. Kahn, President and Director of Kahn Brothers & Co., Inc., a New York
        corporation and registered investment advisor. Kahn Brothers & Co., Inc.
       has reported shared voting and dispositive power over all of the shares
       shown. The reporting person may acquire or dispose of additional shares
       on behalf of its clients from time to time. Mr. Kahn is also a Director
        of the Company. See "Beneficial Stock Ownership of Management" below for
additional shares beneficially owned by Mr. Kahn.               

BENEFICIAL STOCK OWNERSHIP OF MANAGEMENT                                        

        The following table sets forth information with respect to the shares of
Warwick Community Bancorp common stock beneficially owned by each director of   
Warwick                                                                         

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Community Bancorp, by each executive officer of Warwick Community Bancorp       
identified in the Summary Compensation Table included on page 134 of this Proxy 
Statement/Prospectus and by all directors and executive officers as a group as  
of __________, 2004. Except as otherwise indicated, each person shown in the    
table has sole voting and investment power with respect to the shares of common 
stock indicated. The titles for the individuals listed in the following table   
are Warwick Community Bancorp titles, except as otherwise noted.                

                                                        · Enlarge/Download Table


                                                                         AMOUNT AND NATURE OF         PERCENT OF        
                                                                              BENEFICIAL             COMMON STOCK       
           NAME                               TITLE                    OWNERSHIP(1)(2)(3)(4)(5)      OUTSTANDING        
-------------------------- ------------------------------------------ -------------------------- -----------------------
                                                                                                                        
Fred G. Kowal               Chairman of the Board and Chief                       (6)                      %            
                            Executive Officer                                                                           
Ronald J. Gentile           President, Chief Operating Officer                    (6)                      %            
                            and Director                                                                                
Arthur W. Budich            Senior Vice President, Treasurer and                                           %            
                            Chief Financial Officer                                                                     
Anthony R. Bottini          Director                                              (7)                      %            
Thomas G. Kahn              Director                                             (7)(8)                    %            
R. Michael Kennedy          Director                                                                       %            
Fred M. Knipp               Director                                                                       %            
Emil R. Krahulik            Director                                                                       %            
David F. McBride            Director                                                                       %            
John J. McDermott, III      Director                                                                       %            
John W. Sanford, III        Director                                              (7)                      %            
Robert N. Smith             Director                                                                       %            
All directors and executive officers as a group (12) persons)                                              %            

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

*       Represents less than 1.0% of the outstanding common stock.              

(1)     Includes the following number of shares which individuals have the right
  to acquire beneficial ownership of by the exercise of vested stock
    options: Mr. Kowal, _______ shares; Mr. Gentile, _______ shares; Mr.
   Budich, _______ shares; each of Messrs. Kennedy, Knipp, Sanford and
 Smith, _______ shares; Mr. Krahulik, _______ shares; Mr. McBride,
       _______ shares; Mr. McDermott, _______ shares; each of Messrs. Kahn and
      Bottini, _______ shares; and all directors and executive officers as a
group, _______ shares.                                          

(2)     Includes the following number of shares that have been allocated as of  
  December 31, 2003 to individual accounts of ESOP participants: Mr.
       Kowal, _______ shares; Mr. Gentile, _______ shares; Mr. Budich, _______
   shares; and all executive officers as a group, _______ shares. Such
     persons have voting power (subject to the duties of the ESOP trustee)
     but no investment power, except in limited circumstances, as to these
  shares. The figures shown do not include _______ shares of Warwick
  Community Bancorp common stock that have not been allocated to any
     individual's account and as to which the members of Warwick Community
       Bancorp's ESOP Committee and each of the participants identified in the
table may be deemed to share investment power, except in limited
circumstances, thereby causing each such person to be deemed a  
       beneficial owner of such unallocated shares. Each of the members of the
     ESOP Committee and the participants identified in the table disclaims
     beneficial ownership of such shares and, accordingly, such shares are
       not attributed to the members of the ESOP Committee or the participants
identified in the table individually.                           

(3)     Includes the following number of shares held in Warwick Community       
        Bancorp's 401(k) Savings Plan that have been allocated as of __________,
     2004, the latest practicable date, to individual accounts as follows:
Mr.                                                             

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       Kowal, _______ shares; Mr. Gentile, _______ shares; Mr. Budich, _______
   shares; and all executive officers as a group, _______ shares. Such
  persons have shared voting and investment power as to such shares.

(4)     Includes the following number of restricted shares of Company common    
  stock over which each individual has sole voting but no investment
  power: Mr. Kowal, _______ shares; Mr. Gentile, _______ shares; Mr.
 Budich, _______ shares; each of Messrs. Kennedy, Knipp, Krahulik,
  Sanford and Smith, _______ shares; and all directors and executive
officers as a group, _______ shares.                            

(5)     Includes the following number of shares over which individuals may be   
       deemed to share voting and investment power (other than as disclosed in
       notes 1, 2, 3, and 4): Mr. Gentile, _______ shares; Mr. Budich, _______
   shares; Mr. Kennedy, _______ shares; Mr. Knipp, _______ shares; Mr.
        McDermott, _______ shares; Mr. Kahn, _____ shares; and all directors and
executive officers as a group, _______ shares.                  

(6)     Does not include _______ and _______ share-equivalent units credited to 
      Mr. Kowal's and Mr. Gentile's share-unit accounts, respectively, under
       Warwick Community Bancorp's Benefit Restoration Plan, or BRP. The value
      of these share-equivalent units mirrors the value of Warwick Community
Bancorp common stock. The amounts ultimately realized by these  
individuals will reflect changes in the market value of Warwick 
        Community Bancorp's common stock from the date of accrual until the date
        of payout. The share-equivalent units do not have voting rights, but are
     credited with dividend equivalent units. Share-equivalent units under
the BRP are payable only in cash.                               

(7)     Includes share-equivalent units, as follows: Messrs Bottini, Kahn and   
Sanford, _______ shares, _______ shares and _______ shares,     
       respectively, in deferral accounts. The value of these share-equivalent
      units mirrors the value of Warwick Community Bancorp common stock. The
        amounts ultimately realized by these individuals will reflect changes in
     the market value of Warwick Community Bancorp's common stock from the
        date of deferral until the date of payout. The share-equivalent units do
        not have voting rights, but are credited with dividend equivalent units.

(8)     Does not include _______ shares held by Kahn Brothers & Co., Inc. of    
       which Mr. Kahn disclaims beneficial ownership. See footnote 3 under the
     " Beneficial Stock Ownership of 5% or More Shareholders" table above.

 INFORMATION ABOUT THE COMPANIES

PROVIDENT BANCORP, INC.                                         

400 RELLA BOULEVARD                                             
MONTEBELLO, NEW YORK 10901                                      

(845) 369-8040                                                  

       Provident Bancorp, Inc. is a Delaware corporation which, on January 14,
2004, became the savings and loan holding company for Provident Bank, following 
the completion of the second step conversion of Provident Bank from the mutual  
holding company structure to full stock ownership. On January 14, 2004,         
Provident Bancorp issued an aggregate of 35,240,358 shares of its common stock, 
par value $0.01 per share, in a subscription offering and an exchange offering. 
As a result of the conversion and the related stock offering, Provident Bancorp 
raised $192.4 million in net proceeds, of which $140.0 million was infused into 
Provident Bank and $52.4 million was retained by Provident Bancorp.             
Contemporaneous with the completion of the second step conversion, Provident    
Bancorp acquired E.N.B. Holding Company, Inc. for a purchase price consisting of
3,969,676 shares of Provident Bancorp common stock, and $36.8 million in cash.  
Immediately following the acquisition of E.N.B. Holding Company, its subsidiary,
Ellenville National Bank, was merged into Provident Bank. As of the completion  
of the second step conversion on January 14, 2004, Provident Bancorp owned all  
of the outstanding common stock of Provident Bank. Currently, Provident         
Bancorp's activities consist solely of managing Provident Bank and investing its
portion of the net proceeds received in the second step conversion. At March 31,
2004, Provident Bancorp had total consolidated assets of $1.7                   

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billion, net loans of $944.6 million, total deposits of $1.2 billion, and total 
stockholders' equity of $348.1 million.                                         

        Provident Bank is a full-service, community-oriented savings association
that provides financial services to individuals, families and businesses.       
Following the consummation of the E.N.B. Holding Company acquisition, Provident 
Bank operates through 27 branch offices and 37 ATMs throughout Rockland, Orange,
Ulster and Sullivan Counties, New York.                                         

 Originally organized in 1888 as a New York State-chartered mutual
savings and loan association, Provident Bank reorganized into the mutual holding
company structure in January 1999 and became the wholly-owned subsidiary of     
Provident Bancorp. As part of the mutual holding company reorganization,        
Provident Bancorp conducted an initial public offering and sold 46.7% of its    
shares of common stock to depositors. At September 30, 1998, we operated 11     
branch offices. Subsequent to the mutual holding company reorganization and     
initial stock offering, we have broadened our market reach through de novo      
branching and our acquisition in April 2002 of The National Bank of Florida,    
located in Florida, New York. At the time of the acquisition, The National Bank 
of Florida had assets of $104.0 million and deposits of $88.2 million.          

     In April 2002, Provident Bank organized Provident Municipal Bank as a
wholly-owned subsidiary. Provident Municipal Bank is a New York State-chartered 
limited purpose commercial bank that is engaged in the business of accepting    
deposits from municipalities in our market area.                                

       Provident Bank's business consists primarily of accepting deposits from
the general public and investing those deposits, together with funds generated  
from operations and borrowings, in one- to four-family residential, multi-family
residential and commercial real estate loans, commercial business loans,        
consumer loans and in investment securities and mortgage-backed securities.     

        Provident Bank is subject to regulation and supervision by the Office of
Thrift Supervision, and by the Federal Deposit Insurance Corporation. Provident 
Municipal Bank is regulated by the New York State Banking Department, and by the
Federal Deposit Insurance Corporation.                                          

     Provident Bancorp routinely evaluates opportunities to expand through
merger or acquisition. As a result, merger or acquisition discussions and, in   
some cases, negotiations may take place in the future, and mergers and          
acquisitions involving cash, debt or equity securities may occur. The impact of 
a merger or an acquisition would likely be reflected in Provident Bancorp's     
financial condition and results of operations.                                  

      Additional information about Provident Bancorp and its subsidiaries is
included in documents incorporated by reference in this Proxy                   
Statement/Prospectus. See "Where You Can Find More Information" on page 142.    

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WARWICK COMMUNITY BANCORP, INC.                                 
18 OAKLAND AVENUE                                               
WARWICK, NEW YORK 10990                                         
(845) 986-2206                                                  

   Warwick Community Bancorp is a bank holding company incorporated in
September 1997 under the laws of the State of Delaware and is registered under  
the Bank Holding Company Act of 1956, as amended. Warwick Community Bancorp     
elected to become a financial holding company under the BHCA in October 2000.   
Warwick Community Bancorp was organized for the purpose of acquiring all of the 
outstanding capital stock of Warwick Savings. Warwick Community Bancorp's       
operations consist principally of the operations of Warwick Savings and, as of  
October 26, 1999, The Towne Center Bank, a de novo commercial bank formed by    
Warwick Community Bancorp under the laws of the State of New Jersey and         
headquartered in Lodi, New Jersey. On February 26, 2001, Warwick Community      
Bancorp acquired Hardenburgh Abstract Company of Orange County, Inc., to engage 
in the title insurance agency business. On July 24, 2001, The Warwick Commercial
Bank, a limited purpose commercial bank, was formed by Warwick Savings under the
laws of the State of New York to hold deposits from public entities. Warwick    
Community Bancorp's subsidiaries' deposits are insured by the Bank Insurance    
Fund of the Federal Deposit Insurance Corporation up to the maximum amounts     
permitted by law.                                                               

Warwick Savings' principal business has been and continues to be
attracting retail deposits from the general public and investing those deposits,
together with funds generated from operations and borrowings, primarily in      
commercial business and multi-family and commercial real estate loans and       
investing in various mortgage-backed, debt and equity securities. Prior to 2002,
Warwick Community Bancorp emphasized conventional mortgage loans secured by     
one-to four family residences. Warwick Community Bancorp currently emphasizes   
commercial lending products to be retained in its loan portfolio. Warwick       
Savings also originates home mortgage and equity loans known as "Good Neighbor  
Home Loans" and lines of credit and consumer loans.                             

    Towne Center opened for business on October 26, 1999. Towne Center's
principal business consists of attracting business and consumer deposits and    
investing those deposits in consumer and commercial real estate and commercial  
business loans. Towne Center also invests in U.S. Treasury and agency           
securities, mortgage-backed securities and other investments deemed prudent by  
its Board of Directors.                                                         

     Warwick Community Bancorp's revenues are derived principally from the
interest on its loans and investments and, to a lesser degree, from its loan and
securities sales, servicing fee income, income derived from investment products 
offered through WSB Financial Services, Inc. ("WSB Financial") and title        
insurance fees generated through Hardenburgh. Warwick Community Bancorp's       
primary sources of funds are deposits, borrowings, principal and interest       
payments on loans and securities and proceeds from the sale of loans and        
securities.                                                                     

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 PROPOSAL I -- THE PROPOSED MERGER

        THE DESCRIPTION OF THE MERGER AND THE MERGER AGREEMENT CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS DESCRIBES THE MATERIAL TERMS OF THE MERGER AGREEMENT;
HOWEVER, IT DOES NOT PURPORT TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO THE MERGER AGREEMENT. WE HAVE ATTACHED A COPY OF THE MERGER        
AGREEMENT AS APPENDIX A.                                                        

WE ENCOURAGE YOU TO READ THE MERGER AGREEMENT.                  

GENERAL                                                                         

      Pursuant to the merger agreement, Warwick Community Bancorp will merge
into Provident Bancorp, with Provident Bancorp as the surviving entity.         
Outstanding shares of Warwick Community Bancorp common stock will be converted  
into the right to receive cash, shares of Provident Bancorp common stock or a   
combination of cash and stock. Cash will be paid in lieu of any fractional share
of Provident Bancorp common stock. See "--Merger Consideration; Cash or Stock   
Election" below. As a result of the merger, the separate corporate existence of 
Warwick Community Bancorp will cease and Provident Bancorp will succeed to all  
of the rights and be responsible for all of the obligations of Warwick Community
Bancorp. Following the merger of Warwick Community Bancorp into Provident       
Bancorp, Warwick Savings Bank and Towne Center Bank will merge into Provident   
Bank and the separate corporate existence of Warwick Savings Bank and Towne     
Center Bank shall cease.                                                        

BACKGROUND OF THE MERGER                                                        

 The Warwick Community Bancorp board of directors has periodically
discussed and reviewed with management the business, strategic direction,       
performance and prospects of Warwick Community Bancorp in the context of the    
current and prospective business environment and financial services landscape.  
The Warwick Community Bancorp board of directors has also at times discussed    
with management various potential strategic options, including strategies to    
grow Warwick Community Bancorp's business through business and marketing        
initiatives and through business combinations with other financial institutions.
In this regard, the management of Warwick Community Bancorp has from time to    
time communicated informally with representatives of other financial            
institutions regarding industry trends and issues, their respective companies'  
strategic direction and the potential benefits and issues arising from potential
business combination or other strategic transactions.                           

        In early December 2003, the Warwick Community Bancorp board of directors
held a board meeting at which it reviewed with management the current financial 
services environment and the strategic options potentially available to Warwick 
Community Bancorp, including strategies for continuing as an independent entity 
and strategies for undertaking a strategic business combination with another    
financial institution. At the conclusion of this meeting, the board determined  
to invite Sandler O'Neill & Partners, L.P. to make a presentation to the board  
at its next board meeting later in December to review strategic options.        

     In mid December 2003, representatives of Sandler O'Neill met with the
Warwick Community Bancorp board and reviewed with the board financial and other 
information relating                                                            

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to Warwick Community Bancorp. Management and Sandler O'Neill also reviewed with 
the Warwick Community Bancorp board the current financial services environment, 
including continued consolidation, evolving trends in technology and increasing 
competition, and the potential impact of that environment on Warwick Community  
Bancorp's business, performance, prospects and strategic options. Management and
Sandler O'Neill also discussed with the Warwick Community Bancorp board of      
directors the potential risks and benefits of various strategies. Among other   
things, the board noted that, as had previously been discussed by the board,    
size and diversification beyond a level it believed to be reasonably achievable 
by Warwick Community Bancorp on an independent basis was becoming increasingly  
important to continued success in the current financial services environment. At
the conclusion of this meeting, the Warwick Community Bancorp board of directors
preliminarily determined that a business combination with another financial     
institution was likely to present the best prospect for enhancing stockholder   
value, and authorized management to engage Sandler O'Neill as its financial     
advisor, and authorized management and Sandler O'Neill to make preliminary      
contacts with potential strategic partners.                                     

   Beginning in early January, a number of financial institutions were
contacted regarding their interest in a potential business combination          
transaction with Warwick Community Bancorp. Some of these institutions entered  
into confidentiality agreements with Warwick Community Bancorp, including       
Provident Bancorp, and were then provided with information concerning Warwick   
Community Bancorp. Beginning in late January, some of these financial           
institutions, including Provident Bancorp, indicated that they were interested  
in further considering a potential transaction with Warwick Community Bancorp,  
subject to due diligence, further discussions regarding the potential terms of a
transaction, negotiation of definitive transaction documentation as appropriate,
and board approval.                                                             

      Over the next two months, Warwick Community Bancorp management and its
advisors discussed the possibility of a transaction with the interested         
institutions, including matters relating to the potential strategic benefits    
that a combination might offer and the possible range of terms for a            
transaction. These discussions included discussions among Warwick Community     
Bancorp management and its financial advisor and Provident Bancorp management   
and its financial advisor. During this time, the Warwick Community Bancorp board
held a series of regular and special meetings at which it received updates on   
the progress of the discussions and authorized the continued pursuit of a       
possible transaction. Also during this time, some of the institutions contacted,
including Provident Bancorp, conducted due diligence investigations of Warwick  
Community Bancorp.                                                              

     During the first two weeks of March 2004, Provident Bancorp finalized
its due diligence investigation of Warwick Community Bancorp. Also during that  
period, representatives of Warwick Community Bancorp and its advisors conducted 
a due diligence investigation of Provident Bancorp. After further discussion,   
senior management of Warwick Community Bancorp and Provident Bancorp determined 
that, assuming the finalization of definitive transaction documentation, they   
were each prepared to present to their respective boards of directors a proposed
part-cash, part-stock merger transaction. Following further arm's length        
negotiations, taking into account, among other things, the contributions of     
Warwick Community Bancorp to the business, operations, financial condition and  
prospects of the combined company, anticipated cost savings and the impact of   
the merger consideration on the combined company's                              

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earnings and prospects, management from each company agreed that they were      
willing to take to their respective boards of directors a transaction that would
allow Warwick Community Bancorp stockholders to receive, at their election (but 
subject to adjustment in the event that either form of merger consideration was 
over-subscribed), for each share of Warwick Community Bancorp common stock owned
as of the completion of the merger, either $32.26 in cash or 2.781 shares of    
Provident Bancorp common stock. Also during this time, legal counsel to         
Provident Bancorp and Warwick Community Bancorp worked to prepare definitive    
documentation with respect to the proposed merger.                              

      On March 15, 2004, the board of directors of Warwick Community Bancorp
held a special meeting. Mr. Kowal and other members of senior management,       
together with Warwick Community Bancorp's financial and legal advisors, reviewed
with the board of directors the terms of the proposed merger with Provident     
Bancorp. Mr. Kowal and representatives of Sandler O'Neill also reviewed prior   
discussions regarding strategic alternatives, solicitations of other indications
of interests in a possible transaction with Warwick Community Bancorp, and the  
results and status of prior discussions with other potential merger partners.   
Mr. Kowal and other members of senior management, as well as representatives of 
Sandler O'Neill, also discussed with the board the results of their due         
diligence review of Provident Bancorp.                                          

    In addition, representatives of Sandler O'Neill discussed a range of
matters, including the matters set forth in "Opinion of Warwick Community       
Bancorp's Financial Advisors." Representatives of Sandler O'Neill, together with
Warwick Community Bancorp management, also reviewed the special dividend that   
Warwick Community Bancorp would be entitled to pay prior to completion of the   
merger. Representatives of Sandler O'Neill and management discussed with the    
Warwick Community Bancorp board of directors the fact that the amount of the    
dividend would depend upon the disposition of automobiles contained in the      
automobile lease portfolio held by Warwick Savings Bank, but noted that the     
total dividend payout possibility was limited to approximately $7.8 million (or 
approximately $1.74 per share), and that the ultimate amount of the dividend (if
any) would depend on a number of factors that prevented any assurance as to the 
amount or timing of the potential special dividend. After this discussion,      
Sandler O'Neill rendered to the Warwick Community Bancorp board of directors its
oral opinion (subsequently confirmed in writing) that, as of the date of the    
board meeting and based upon and subject to the considerations described in its 
opinion, the proposed merger consideration was fair, from a financial point of  
view, to holders of Warwick Community Bancorp common stock. Representatives of  
Wachtell, Lipton, Rosen & Katz then discussed with the Warwick Community Bancorp
board of directors the legal standards applicable to its decisions and actions  
with respect to the proposed transactions and reviewed the legal terms of the   
proposed merger and the related agreements.                                     

  Following these presentations, the Warwick Community Bancorp board
meeting continued with discussions and questions among the members of the       
Warwick Community Bancorp board, management and Warwick Community Bancorp's     
legal and financial advisors. The board discussed, among other things, the fact 
that the implied value of the merger consideration, based on the exchange ratio 
and the closing stock price of Provident Bancorp common stock on the Nasdaq     
National Market on the last trading day prior to the board meeting, and the cash
portion of the merger consideration, was less than Warwick Community Bancorp's  
closing stock price on the prior day. The board of directors, however, noted its
belief that                                                                     

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Warwick Community Bancorp common stock was trading above the levels at which it 
would otherwise be trading due in large part to the rumors of a potential       
business combination transaction involving Warwick Community Bancorp. The       
Warwick Community Bancorp board, among other things, noted that based on the    
closing price of Provident Bancorp common stock on the Nasdaq on March 12, 2004 
(the last trading day prior to Warwick Community Bancorp board meeting approving
the merger agreement) and the cash component of the merger consideration, the   
implied value of the merger consideration to be received by Warwick Community   
Bancorp stockholders in the merger, viewed on a blended basis ($32.75),         
represented a premium of approximately 8% over the prevailing market price of   
Warwick Community Bancorp common stock on the Nasdaq National Market at the     
beginning of December when the Warwick Community Bancorp board first began to   
consider a business combination transaction, and a discount of approximately    
4.2% over the closing price of Warwick Community Bancorp common stock on March  
12, 2004 (in each case without considering any additional value from the        
potential special dividend).                                                    

   After further discussion, and taking into consideration the factors
described under "- Warwick Community Bancorp's Reasons for the Merger;          
Recommendation of the Merger by the Warwick Community Bancorp Board of          
Directors," the Warwick Community Bancorp board determined that the combined    
company would have better future prospects than Warwick Community Bancorp was   
likely to achieve on a stand-alone basis and that the proposed merger with      
Provident Bancorp presented the best opportunity for enhancing Warwick Community
Bancorp stockholder value. Accordingly, the Warwick Community Bancorp board     
determined that the Provident Bancorp transaction was advisable and in the best 
interests of Warwick Community Bancorp and its stockholders, and the Warwick    
Community Bancorp board unanimously approved the merger with Provident Bancorp. 

       Following approval of each board of directors, the parties executed the
merger agreement. The next day, the parties publicly announced the transaction  
by joint press release.                                                         

WARWICK COMMUNITY BANCORP'S REASONS FOR THE MERGER; RECOMMENDATION OF WARWICK   
COMMUNITY BANCORP'S BOARD OF DIRECTORS                                          

       The Warwick Community Bancorp board of directors reviewed and discussed
the transaction with Warwick Community Bancorp's management and its financial   
and legal advisors in determining that the merger is in the best interests of   
Warwick Community Bancorp and its stockholders. In reaching its conclusion to   
approve the merger agreement, the Warwick Community Bancorp board of directors  
considered a number of factors, including the following:                        

      o       The fact that, based on the closing price of Provident Bancorp
            common stock on the Nasdaq National Market on March 12, 2004
              (the last trading day prior to Warwick Community Bancorp board
              meeting approving the merger agreement) and the cash component
            of the merger consideration, the implied value of the merger
         consideration to be received by Warwick Community Bancorp
               stockholders in the merger, viewed on a blended basis ($32.75),
             represented a premium of approximately 8% over the prevailing
             market price of Warwick Community Bancorp common stock on the
            Nasdaq National Market at the beginning of December when the
         Warwick Community Bancorp board first began to consider a
   business combination transaction, and a discount of
approximately                                   

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               4.2% over the closing price of Warwick Community Bancorp common
             stock on March 12, 2004 (in each case without considering any
      additional value from the potential special dividend).

   o       The fact that the cash/stock election feature of the merger
                consideration offers Warwick Community Bancorp stockholders both
              the opportunity to participate in the growth and opportunities
           of the combined company through the stock component and the
         opportunity to realize cash for the value of their shares
                through the cash component, subject in some circumstances to the
               allocation procedures in the merger agreement in the event that
       either form of merger consideration is over-subscribed.

o       Its understanding of the business, operations, financial
               condition, earnings and prospects of Warwick Community Bancorp.

o       Its understanding of the business, operations, financial
              condition, earnings and prospects of Provident Bancorp, taking
      into account Warwick Community Bancorp's due diligence
investigation of Provident Bancorp.             

o       The current and prospective environment in which Warwick
          Community Bancorp and Provident Bancorp operate, including
       national and local economic conditions, the competitive
              environment for financial institutions generally and the trend
        toward consolidation in the financial services industry.

       o       The ability of Warwick Community Bancorp under the terms of the
          merger agreement to make a special dividend payment to its
           stockholders prior to completion of the merger in an amount
          reflecting the disposition of automobiles contained in the
        automobile lease portfolio held by Warwick Savings Bank.

      o       The review by the Warwick Community Bancorp board of directors
             with its legal and financial advisors of the structure of the
      merger and the financial and other terms of the merger
              agreement, including the exchange ratio and cash consideration
offered by Provident Bancorp.                   

      o       The board structure of the combined company provided for under
              the merger agreement, including the 2 board seats reserved for
            current Warwick Community Bancorp directors on the Provident
          Bancorp board of directors following the completion of the
     merger, as discussed in greater detail under "--Board
Representation."                                

     o       The complimentary nature of the respective markets, customers
and asset/liability mix of the two companies.   

        o       The expectation that the merger will be more than twenty percent
           accretive to GAAP and cash earnings of Provident Bancorp in
2005.                                           

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  o       The anticipated cost saving opportunities, estimated to be
       approximately $4.5 million (or 25% of Warwick Community
               Bancorp's operating expense base) on a pre-tax basis when fully
     phased in during the first year following the merger.

   o       The reports of Warwick Community Bancorp management and the
              financial presentation by Sandler O'Neill to Warwick Community
       Bancorp's board of directors concerning the operations,
              financial condition and prospects of Provident Bancorp and the
                expected financial impact of the merger on the combined company,
        including pro forma assets, earnings, deposits and other
financial metrics.                              

       o       The likelihood that the regulatory approvals needed to complete
the transaction will be obtained.               

     o       The historical and current market prices of Provident Bancorp
        common stock and Warwick Community Bancorp common stock.

       o       The opinion delivered to the Warwick Community Bancorp board of
                directors by Sandler O'Neill that, as of the date of the opinion
                and based upon and subject to the considerations in its opinion,
            the merger consideration was fair, from a financial point of
           view, to holders of Warwick Community Bancorp common stock.

  o       The benefits of increased liquidity that Warwick Community
              Bancorp stockholders would have as prospective stockholders of
Provident Bancorp.                              

The Warwick Community Bancorp board of directors also considered
potential risks associated with the merger in connection with its deliberations 
of the proposed transaction, including:                                         

o       The challenges of combining the businesses, assets and  
       workforces of the two companies, which could impact the
              post-merger success of the combined company and the ability to
               achieve anticipated cost savings and other potential synergies.

 o       The after-tax charge of approximately $10 million that is
            expected to be taken by Provident Bancorp in connection with
                completing the merger, reflecting costs and expenses expected to
              be incurred as a result of the transaction and integrating the
two companies.                                  

   o       The possibility that, due to certain factors, including the
             performance of the automobile lease portfolio held by Warwick
          Savings Bank, legal limitations, costs associated with the
         portfolio and contractual restrictions, Warwick Community
                Bancorp would not be able to pay all or a portion of any special
dividend to its stockholders.                   

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o       That the fixed exchange ratio component of the merger   
              consideration will not adjust to compensate for changes in the
             stock price of Provident Bancorp or Warwick Community Bancorp
               prior to completion of the merger, and that neither company has
             any price-based termination right under the merger agreement.

     o       The interests of Warwick Community Bancorp executive officers
         and directors with respect to the merger apart from their
               interests as holders of Warwick Community Bancorp common stock,
                and the risk that these interests might influence their decision
               with respect to the merger. See "The Merger - Warwick Community
                Bancorp's Directors and Officers Have Financial Interests in the
Merger."                                        

  o       The risk that the terms of the merger agreement, including
             provisions relating to the payment of a termination fee under
               specified circumstances, although required by Provident Bancorp
        as a condition to its willingness to enter into a merger
              agreement, could have the effect of discouraging other parties
                that might be interested in a transaction with Warwick Community
Bancorp from proposing such a transaction.      

       The discussion of the information and factors considered by the Warwick
Community Bancorp board of directors is not exhaustive, but includes all        
material factors considered by the Warwick Community Bancorp board of directors.
In view of the wide variety of factors considered by the Warwick Community      
Bancorp board of directors in connection with its evaluation of the merger and  
the complexity of these matters, the Warwick Community Bancorp board of         
directors did not consider it practical to, nor did it attempt to, quantify,    
rank or otherwise assign relative weights to the specific factors that it       
considered in reaching its decision. The Warwick Community Bancorp board of     
directors evaluated the factors described above, including asking questions of  
Warwick Community Bancorp management and Warwick Community Bancorp legal and    
financial advisors, and reached consensus that the merger was in the best       
interests of Warwick Community Bancorp and Warwick Community Bancorp            
stockholders. In considering the factors described above, individual members of 
the Warwick Community Bancorp board of directors may have given different       
weights to different factors. The Warwick Community Bancorp board of directors  
considered these factors as a whole, and overall considered them to be favorable
to, and to support, its determination. It should be noted that this explanation 
of the Warwick Community Bancorp board of directors' reasoning and all other    
information presented in this section is forward-looking in nature and,         
therefore, should be read in light of the factors discussed under "Cautionary   
Statement Regarding Forward-Looking Statements."                                

    The Warwick Community Bancorp board of directors determined that the
merger, the merger agreement and the transactions contemplated thereby are      
advisable and in the best interests of Warwick Community Bancorp and its        
stockholders. The Warwick Community Bancorp board of directors also determined  
that the merger agreement and the transactions contemplated thereby are         
consistent with, and in furtherance of, Warwick Community Bancorp's business    
strategies. Accordingly, the Warwick Community Bancorp board of directors       
unanimously approved the merger agreement and unanimously recommends that       
Warwick Community Bancorp stockholders vote "FOR" approval of the merger        
agreement.                                                                      

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OPINION OF WARWICK COMMUNITY BANCORP, INC.'S FINANCIAL ADVISOR                  

     By letter dated December 17, 2003, Warwick Community Bancorp retained
Sandler O'Neill as its independent financial advisor in connection with a       
possible business combination with another financial institution. Sandler       
O'Neill is a nationally recognized investment banking firm whose principal      
business specialty is financial institutions. In the ordinary course of its     
investment banking business, Sandler O'Neill is regularly engaged in the        
valuation of financial institutions and their securities in connection with     
mergers and acquisitions and other corporate transactions.                      

      Sandler O'Neill acted as Warwick Community Bancorp's financial advisor
in connection with the proposed merger and participated in certain of the       
negotiations leading to the merger agreement. At the March 15, 2004 meeting at  
which Warwick Community Bancorp's board considered and approved the merger      
agreement, Sandler O'Neill delivered to the board its oral opinion, subsequently
confirmed in writing, that, as of such date, and based upon and subject to the  
assumptions made, matters considered and qualifications and limitations stated  
in its opinion, the merger consideration was fair to Warwick Community Bancorp  
stockholders from a financial point of view. Sandler O'Neill has confirmed its  
March 15th opinion by delivering to the board a written opinion dated the date  
of this joint proxy statement/prospectus. In rendering its updated opinion,     
Sandler O'Neill confirmed the appropriateness of its reliance on the analyses   
used to render its earlier opinion by reviewing the assumptions upon which its  
analyses were based, performing procedures to update certain of its analyses and
reviewing the other factors considered in rendering its opinion. THE FULL TEXT  
OF SANDLER O'NEILL'S UPDATED OPINION IS ATTACHED AS ANNEX B TO THIS JOINT PROXY 
STATEMENT/PROSPECTUS. THE OPINION OUTLINES THE PROCEDURES FOLLOWED, ASSUMPTIONS 
MADE, MATTERS CONSIDERED AND QUALIFICATIONS AND LIMITATIONS ON THE REVIEW       
UNDERTAKEN BY SANDLER O'NEILL IN RENDERING ITS OPINION. THE DESCRIPTION OF THE  
OPINION SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE        
OPINION. WE URGE YOU TO READ THE ENTIRE OPINION CAREFULLY IN CONNECTION WITH    
YOUR CONSIDERATION OF THE PROPOSED MERGER.                                      

        SANDLER O'NEILL'S OPINION SPEAKS ONLY AS OF THE DATE OF THE OPINION. THE
OPINION WAS DIRECTED TO THE WARWICK COMMUNITY BANCORP BOARD AND IS DIRECTED ONLY
TO THE FAIRNESS OF THE MERGER CONSIDERATION TO WARWICK COMMUNITY BANCORP        
STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW. IT DOES NOT ADDRESS THE UNDERLYING 
BUSINESS DECISION OF WARWICK COMMUNITY BANCORP TO ENGAGE IN THE MERGER OR ANY   
OTHER ASPECT OF THE MERGER AND IS NOT A RECOMMENDATION TO ANY WARWICK COMMUNITY 
BANCORP SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT THE SPECIAL       
MEETING WITH RESPECT TO THE MERGER, THE FORM OF CONSIDERATION A SHAREHOLDER     
SHOULD ELECT IN THE MERGER OR ANY OTHER MATTER.                                 

        In connection with rendering its March 15, 2004 opinion, Sandler O'Neill
reviewed and considered, among other things:                                    

1.      the merger agreement;                                   

 2.      certain publicly available financial statements and other
             historical financial information of Warwick Community Bancorp
that they deemed relevant;                      

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 3.      certain publicly available financial statements and other
               historical financial information of Provident Bancorp that they
deemed relevant;                                

        4.      internal financial projections for Warwick Community Bancorp for
               the year ending December 31, 2004 prepared by and reviewed with
management of Warwick Community Bancorp;        

    5.      internal financial projections for Provident Bancorp for the
              period ending September 30, 2004 prepared by and reviewed with
          the management of Provident Bancorp and earnings per share
             estimates for Provident Bancorp for the years ending December
31, 2004 and 2005 published by I/B/E/S;         

 6.      the pro forma financial impact of the merger on Provident
               Bancorp, based on assumptions relating to transaction expenses,
              purchase accounting adjustments and cost savings determined by
       the senior managements of Warwick Community Bancorp and
Provident Bancorp;                              

       7.      the publicly reported historical price and trading activity for
          Warwick Community Bancorp's and Provident Bancorp's common
            stock, including a comparison of certain financial and stock
              market information for Warwick Community Bancorp and Provident
               Bancorp with similar publicly available information for certain
            other companies the securities of which are publicly traded;

      8.      the financial terms of certain recent business combinations in
         the savings institutions industry, to the extent publicly
available;                                      

9.      the current market environment generally and the banking
environment in particular; and                  

10.     such other information, financial studies, analyses and 
             investigations and financial, economic and market criteria as
they considered relevant.                       

 Sandler O'Neill also discussed the business, financial condition,
results of operations and prospects of Warwick Community Bancorp with certain   
members of Warwick Community Bancorp's senior management and held similar       
discussions with certain members of Provident Bancorp's senior management       
regarding the business, financial condition, results of operations and prospects
of Provident Bancorp.                                                           

       In performing its reviews and in rendering its opinion, Sandler O'Neill
assumed and relied upon the accuracy and completeness of all the financial and  
other information that was publicly available or otherwise furnished to or      
reviewed by it and further relied on the assurances of Warwick Community        
Bancorp's and Provident Bancorp's managements that they were not aware of any   
facts or circumstances that would make such information inaccurate or           
misleading. Sandler O'Neill was not asked to and did not independently verify   
the accuracy or completeness of any of such information and they did not assume 
any responsibility or liability for the accuracy or completeness of any of such 
information. Sandler O'Neill did not make an independent evaluation or appraisal
of the specific assets, the collateral securing assets or the liabilities       
(contingent or otherwise) of Warwick Community Bancorp or Provident Bancorp or  

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any of their respective subsidiaries, including without limitation, the Auto    
Lease Portfolio, or the collectibility of any such assets, nor was it furnished 
with any such evaluations or appraisals. Sandler O'Neill is not an expert in the
evaluation of allowances for loan losses and it did not make an independent     
evaluation of the adequacy of the allowance for loan losses of Warwick Community
Bancorp or Provident Bancorp, nor did it review any individual credit files     
relating to Warwick Community Bancorp or Provident Bancorp. With Warwick        
Community Bancorp's consent, Sandler O'Neill assumed that the respective        
allowances for loan losses for both Warwick Community Bancorp and Provident     
Bancorp were adequate to cover such losses and would be adequate on a combined  
basis for the combined entity. In addition, Sandler O'Neill did not conduct any 
physical inspection of the properties or facilities of Warwick Community Bancorp
or Provident Bancorp.                                                           

Sandler O'Neill's opinion was necessarily based upon financial, 
economic, market and other conditions as they existed on, and could be evaluated
as of, the date of its opinion. Sandler O'Neill assumed, in all respects        
material to its analyses, that all of the representations and warranties        
contained in the merger agreement and all related agreements were true and      
correct, that each party to such agreements would perform all of the covenants  
required to be performed by such party under such agreements and that the       
conditions precedent in the merger agreement were not waived. Sandler O'Neill   
also assumed, with Warwick Community Bancorp's consent, that there had been no  
material change in Warwick Community Bancorp's and Provident Bancorp's assets,  
financial condition, results of operations, business or prospects since the date
of the last financial statements made available to them, that Warwick Community 
Bancorp and Provident Bancorp would remain as going concerns for all periods    
relevant to its analyses, and that the merger would qualify as a tax-free       
reorganization for federal income tax purposes. Finally, with Warwick Community 
Bancorp's consent, Sandler O'Neill relied upon the advice Warwick Community     
Bancorp received from its legal, accounting and tax advisors as to all legal,   
accounting and tax matters relating to the merger and the other transactions    
contemplated by the merger agreement.                                           

    In rendering its March 15, 2004 opinion, Sandler O'Neill performed a
variety of financial analyses. The following is a summary of the material       
analyses performed by Sandler O'Neill, but is not a complete description of all 
the analyses underlying Sandler O'Neill's opinion. The summary includes         
information presented in tabular format. IN ORDER TO FULLY UNDERSTAND THE       
FINANCIAL ANALYSES, THESE TABLES MUST BE READ TOGETHER WITH THE ACCOMPANYING    
TEXT. THE TABLES ALONE DO NOT CONSTITUTE A COMPLETE DESCRIPTION OF THE FINANCIAL
ANALYSES. The preparation of a fairness opinion is a complex process involving  
subjective judgments as to the most appropriate and relevant methods of         
financial analysis and the application of those methods to the particular       
circumstances. The process, therefore, is not necessarily susceptible to a      
partial analysis or summary description. Sandler O'Neill believes that its      
analyses must be considered as a whole and that selecting portions of the       
factors and analyses without considering all factors and analyses, or attempting
to ascribe relative weights to some or all such factors and analyses, could     
create an incomplete view of the evaluation process underlying its opinion.     
Also, no company included in Sandler O'Neill's comparative analyses described   
below is identical to Warwick Community Bancorp or Provident Bancorp and no     
transaction is identical to the merger. Accordingly, an analysis of comparable  
companies or transactions involves complex considerations and judgments         
concerning differences in financial and operating characteristics of the        
companies and other factors that could affect the public trading                

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values or merger transaction values, as the case may be, of Warwick Community   
Bancorp or Provident Bancorp and the companies to which they are being compared.

    The earnings projections for Warwick Community Bancorp and Provident
Bancorp used and relied upon by Sandler O'Neill in its analyses were based upon 
internal financial projections provided by the management of each company. With 
respect to such financial projections and all projections of transaction costs, 
purchase accounting adjustments and expected cost savings relating to the       
merger, Warwick Community Bancorp's and Provident Bancorp's managements         
confirmed to Sandler O'Neill that they reflected the best currently available   
estimates and judgments of the future financial performance of Warwick Community
Bancorp and Provident Bancorp, respectively, and Sandler O'Neill assumed for    
purposes of its analyses that such performances would be achieved. Sandler      
O'Neill expressed no opinion as to such financial projections or the assumptions
on which they were based. The financial projections for Warwick Community       
Bancorp and Provident Bancorp were prepared for internal purposes only and not  
with a view towards public disclosure. These projections, as well as the other  
estimates used by Sandler O'Neill in its analyses, were based on numerous       
variables and assumptions which are inherently uncertain and, accordingly,      
actual results could vary materially from those set forth in such projections.  

In performing its analyses, Sandler O'Neill also made numerous  
assumptions with respect to industry performance, business and economic         
conditions and various other matters, many of which cannot be predicted and are 
beyond the control of Warwick Community Bancorp, Provident Bancorp and Sandler  
O'Neill. The analyses performed by Sandler O'Neill are not necessarily          
indicative of actual values or future results, which may be significantly more  
or less favorable than suggested by such analyses. Sandler O'Neill prepared its 
analyses solely for purposes of rendering its opinion and provided such analyses
to the Warwick Community Bancorp board at the March 15th meeting. Estimates on  
the values of companies do not purport to be appraisals or necessarily reflect  
the prices at which companies or their securities may actually be sold. Such    
estimates are inherently subject to uncertainty and actual values may be        
materially different. Accordingly, Sandler O'Neill's analyses do not necessarily
reflect the value of Warwick Community Bancorp's common stock or Provident      
Bancorp's common stock or the prices at which Warwick Community Bancorp's or    
Provident Bancorp's common stock may be sold at any time. Sandler O'Neill       
expressed no opinion regarding the payment or amounts, if any, of any special   
dividend.                                                                       

        SUMMARY OF PROPOSAL. Sandler O'Neill reviewed the financial terms of the
proposed transaction. Based upon the closing price of Provident Bancorp's common
stock on March 12, 2004 of $11.95 and assuming 50% of Warwick Community         
Bancorp's shares are converted into Provident Bancorp stock and the remaining   
50% are converted into cash at $32.26 per share in the merger, Sandler O'Neill  
calculated an implied transaction value of $32.75 per share. Sandler O'Neill    
also considered a potential special cash dividend to the Warwick Community      
Bancorp shareholders based on the sale or liquidation of an auto lease          
portfolio. Based upon Warwick Community Bancorp's December 31, 2003 financial   
information, Sandler O'Neill calculated the following ratios:                   

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                                                 TRANSACTION RATIOS                                                  
---------------------------------------------------------------------------------------------------------------------

                                                            ANNOUNCED            GIVING EFFECT TO RANGE OF           
                                                              VALUE             POTENTIAL SPECIAL DIVIDENDS          
---------------------------------------------------------- ------------ ---------------------------------------------
                                                                                                                     
Loss on Sale as a % of Residual Value (1)                     100%        75%        50%         25%          0%     
Potential Special Dividend                                    $0.00      $0.49      $0.98       $1.46       $1.74    
Initial  Deal  Price Per  Share  Plus  Potential  Special    $32.75      $33.23     $33.72      $34.21      $34.49   
Dividend                                                                                                             
---------------------------------------------------------- ------------ --------- ----------- ----------- -----------

Transaction value / LTM Earnings per share                    22.7X      23.1x      23.4x       23.8x       23.9x    
Transaction value / Estimated 2004 earnings per share (2)     19.7X      20.0x      20.3x       20.6x       20.8x    
Transaction value / Stated book value per share              199.4%      202.4%     205.4%      208.3%      210.0%   
Transaction value / Tangible book value per share            206.1%      209.2%     212.2%      215.3%      217.0%   
Tangible book premium/Core deposits (3)                       17.5%      18.0%      18.5%       19.0%       19.3%    
---------------------------------------------------------- ------------ --------- ----------- ----------- -----------

(1)     Excluding any costs of disposition.                                     
(2)     Based on Warwick Community Bancorp management's estimate of 2004        
operating EPS of $1.66.                                         
(3)     Core deposits are Warwick Community Bancorp's total deposits of $487.6  
    million minus non-core deposits (jumbo CDs and brokered deposits) of
$17.6 million.                                                  

For purposes of Sandler O'Neill's analyses, earnings per share were based on    
fully diluted shares. Based on Provident Bancorp's stock price as of March 12,  
2004 and excluding any special dividends, the aggregate transaction value was   
approximately $154 million, based upon 4.5 million shares of Warwick Community  
Bancorp common stock outstanding plus the intrinsic value of outstanding options
to purchase 456,542 shares calculated using the implied transaction value less  
the weighted average exercise price of the options of $17.48. Sandler O'Neill   
noted that the transaction value represented a 4.2% discount to the March 12,   
2004 closing price of Warwick Community Bancorp's common stock.                 

WARWICK COMMUNITY BANCORP, INC.                                 

  STOCK TRADING HISTORY. Sandler O'Neill reviewed the history of the
reported trading prices and volume of Warwick Community Bancorp's common stock  
and the relationship between the movements in the prices of Warwick Community   
Bancorp's common stock to movements in certain stock indices, including the     
Standard & Poor's 500 Index, Standard & Poor's Bank Index, the Nasdaq Bank Index
and the weighted average performance (based upon market capitalization) of a    
peer group of publicly-traded savings institutions for Warwick Community Bancorp
(the Warwick Peer Group) selected by Sandler O'Neill. The composition of the    
Warwick Peer Group is discussed under "Comparable Company Analysis" below.      
During the one- and three-year periods ended March 12, 2004, Warwick Community  
Bancorp's common stock underperformed the Warwick Peer Group, and each of the   
indices to which its was compared.                                              

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                              WARWICK COMMUNITY BANCORP'S ONE-YEAR STOCK PERFORMANCE                               
-------------------------------------------------------------------------------------------------------------------

                                         BEGINNING INDEX VALUE                        ENDING INDEX VALUE           
                                             MARCH 12, 2003                             MARCH 12, 2004             
                              -------------------------------------------  ----------------------------------------
                                                                                                                   
Warwick Community Bancorp                       100.00%                                     114.09%                
Warwick Peer Group                              100.00                                      128.00                 
Nasdaq Bank Index                               100.00                                      139.03                 
S&P 500 Index                                   100.00                                      139.34                 
S&P Bank Index                                  100.00                                      138.70                 
-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
                              WARWICK COMMUNITY BANCORP'S THREE-YEAR STOCK PERFORMANCE                             
-------------------------------------------------------------------------------------------------------------------

                                         BEGINNING INDEX VALUE                        ENDING INDEX VALUE           
                                             MARCH 12, 2001                             MARCH 12, 2004             
                              -------------------------------------------  ----------------------------------------
Warwick Community Bancorp                       100.00%                                     223.15%                
Warwick Peer Group                              100.00                                      207.49                 
Nasdaq Bank Index                               100.00                                      158.19                 
S&P 500 Index                                   100.00                                       94.95                 
S&P Bank Index                                  100.00                                      126.39                 
-------------------------------------------------------------------------------------------------------------------

    COMPARABLE COMPANY ANALYSIS. Sandler O'Neill used publicly available
information to compare selected financial and market trading information for    
Warwick Community Bancorp and the following publicly traded savings institutions
(the Warwick Peer Group) that had total assets of between $300 million and $1.8 
billion and are located in the Mid-Atlantic region of the United States:        

ESB Financial Corporation                       Pamrapo Bancorp, Inc.           
Fidelity Bancorp, Inc.                          Parkvale Financial Corporation  
First Keystone Financial, Inc.                  PennFed Financial Services, Inc.
FMS Financial Corporation                       PHSB Financial Corp.            
Harleysville Savings Financial Corporation      Sound Federal Bancorp, Inc.     
Laurel Capital Group, Inc.                      Willow Grove Bancorp, Inc.      
OceanFirst Financial Corp.                      WVS Financial Corp.             

The analysis compared publicly available financial information for Warwick      
Community Bancorp and that of the Warwick Peer Group as of or for the           
twelve-month period ended December 31, 2003. The table below sets forth the     
comparative data for Warwick Community Bancorp and the median data for the      
Warwick Peer Group as of or for the period ended December 31, 2003, with pricing
data as of March 12, 2004.                                                      

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                                           WARWICK PEER GROUP ANALYSIS                                     
-----------------------------------------------------------------------------------------------------------

                                                    WARWICK COMMUNITY BANCORP       WARWICK PEER GROUP     
------------------------------------------------- ------------------------------ --------------------------
                                                                                                           
Total assets (IN MILLIONS)                                    $760.0                      $766.5           
------------------------------------------------- ------------------------------ --------------------------
Tangible equity/tangible assets                               9.43%                        6.96%           
------------------------------------------------- ------------------------------ --------------------------
Intangible assets/total equity                                3.25%                        1.49%           
------------------------------------------------- ------------------------------ --------------------------
Net loans/total assets                                        42.23%                      52.31%           
------------------------------------------------- ------------------------------ --------------------------
Gross loans/total deposits                                    66.84%                      76.02%           
------------------------------------------------- ------------------------------ --------------------------
Total borrowings/total assets                                 24.14%                      19.34%           
------------------------------------------------- ------------------------------ --------------------------
NPAs/total assets                                             0.36%                        0.22%           
------------------------------------------------- ------------------------------ --------------------------
LLR/gross loans                                               1.51%                        1.07%           
------------------------------------------------- ------------------------------ --------------------------
Net interest margin                                           2.86%                        2.44%           
------------------------------------------------- ------------------------------ --------------------------
Non-interest income/average assets                            0.90%                        0.41%           
------------------------------------------------- ------------------------------ --------------------------
Fees/revenues                                                 24.77%                      14.51%           
------------------------------------------------- ------------------------------ --------------------------
Non-interest expense/average assets                           2.37%                        1.85%           
------------------------------------------------- ------------------------------ --------------------------
Efficiency ratio                                              65.52%                      65.54%           
------------------------------------------------- ------------------------------ --------------------------
LTM Return on average assets                                  0.82%                        0.70%           
------------------------------------------------- ------------------------------ --------------------------
LTM Return on average equity                                  8.50%                        9.30%           
------------------------------------------------- ------------------------------ --------------------------
Price/book value per share                                   208.06%                      166.07%          
------------------------------------------------- ------------------------------ --------------------------
Price/tangible book value per share                          215.06%                      173.09%          
------------------------------------------------- ------------------------------ --------------------------
Price/LTM earnings per share                                  23.73x                      18.82x           
------------------------------------------------- ------------------------------ --------------------------
Price/estimated 2004 earnings per share (1)                   20.58x                      20.47x           
------------------------------------------------- ------------------------------ --------------------------
Price/LTM Core EPS                                            24.76x                      19.53x           
------------------------------------------------- ------------------------------ --------------------------
Dividend payout ratio                                         40.97%                      43.74%           
------------------------------------------------- ------------------------------ --------------------------
Dividend yield                                                1.73%                        2.38%           
------------------------------------------------- ------------------------------ --------------------------
Market capitalization (IN MILLIONS)                           $153.6                      $129.1           
------------------------------------------------- ------------------------------ --------------------------

(1)     For PennFed, OceanFirst, Parkvale, Sound and Willow Grove, estimated EPS
       is the median of 2004 I/B/E/S estimates. For Warwick Community Bancorp,
estimated 2004 operating EPS of $1.66 provided by management.   

PROVIDENT BANCORP, INC.                                         

  STOCK TRADING HISTORY. Sandler O'Neill reviewed the history of the
reported trading prices and volume of Provident Bancorp's common stock and the  
relationship between the movements in the prices of Provident Bancorp's common  
stock to movements in certain stock indices, including the Standard & Poor's 500
Index, Standard & Poor's Bank Index, the Nasdaq Bank Index and the weighted     
average performance of (based upon market capitalization) a peer group of       
publicly-traded savings institutions for Provident Bancorp (the "Provident Peer 
Group") selected by Sandler O'Neill. The composition of the Provident Peer Group
is discussed under "Comparable Company Analysis" below. During the one- and     
three-year periods ended March 12, 2004, Provident Bancorp's common stock       
outperformed the Provident Peer Group, and each of the indices to which it was  
compared.                                                                       

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                          PROVIDENT BANCORP'S ONE-YEAR STOCK PERFORMANCE                                     
-------------------------------------------------------------------------------------------------------------

                                   BEGINNING INDEX VALUE                        ENDING INDEX VALUE           
                                       MARCH 12, 2003                             MARCH 12, 2004             
                        -------------------------------------------  ----------------------------------------
                                                                                                             
Provident Bancorp                         100.00%                                      174.82%               
Provident Peer Group                      100.00                                       134.73                
Nasdaq Bank Index                         100.00                                       139.03                
S&P 500 Index                             100.00                                       139.34                
S&P Bank Index                            100.00                                       138.70                
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
                         PROVIDENT BANCORP'S THREE-YEAR STOCK PERFORMANCE                                    
-------------------------------------------------------------------------------------------------------------

                                   BEGINNING INDEX VALUE                        ENDING INDEX VALUE           
                                       MARCH 12, 2001                             MARCH 12, 2004             
                        -------------------------------------------  ----------------------------------------
Provident Bancorp                         100.00%                                      304.86%               
Provident Peer Group                      100.00                                       244.69                
Nasdaq Bank Index                         100.00                                       158.19                
S&P 500 Index                             100.00                                        94.95                
S&P Bank Index                            100.00                                       126.39                
---------------------------------------------------------------------- --------------------------------------

    COMPARABLE COMPANY ANALYSIS. Sandler O'Neill used publicly available
information to compare selected financial and market trading information for    
Provident Bancorp and the following publicly traded savings institutions (the   
Provident Peer Group) that had total assets of between $400 million and $3.6    
billion and are located in the Mid-Atlantic region of the United States:        

Dime Community Bancshares, Inc.            Harleysville Savings Financial       
                 Corporation
ESB Financial Corporation                  Hudson River Bancorp, Inc.           
Fidelity Bancorp, Inc.                     OceanFirst Financial Corp.           
First Keystone Financial, Inc.             Parkvale Financial Corporation       
First Niagara Financial Group, Inc.        PennFed Financial Services, Inc.     
Flushing Financial Corporation             Willow Grove Bancorp, Inc.           
FMS Financial Corporation                  WVS Financial Corp.                  

The analysis compared publicly available financial information for Provident    
Bancorp and the data for the Provident Peer Group as of or for the period ended 
December 31, 2003 (except that balance sheet data for Provident Bancorp is as of
January 31, 2004 and reflects the completion of its second-step conversion and  
its acquisition of Ellenville National Bank). The table below sets forth the    
comparative data for Provident Bancorp and the median data for the Provident    
Peer Group as of or for the period ended December 31, 2003 with pricing data as 
of March 12, 2004.                                                              

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                                     PROVIDENT PEER GROUP ANALYSIS                                 
---------------------------------------------------------------------------------------------------

                                                  PROVIDENT BANCORP       PROVIDENT PEER GROUP     
---------------------------------------------- ----------------------- ----------------------------
                                                                                                   
Total assets (IN MILLIONS)                            $1,719.5                 $1,481.5            
---------------------------------------------- ----------------------- ----------------------------
Tangible equity/tangible assets                         16.60%                    6.96%            
---------------------------------------------- ----------------------- ----------------------------
Intangible assets/total equity                          20.87%                    3.96%            
---------------------------------------------- ----------------------- ----------------------------
Net loans/total assets                                  54.07%                   58.21%            
---------------------------------------------- ----------------------- ----------------------------
Gross loans/total deposits                              80.93%                   86.81%            
---------------------------------------------- ----------------------- ----------------------------
Total borrowings/total assets                           10.60%                   24.52%            
---------------------------------------------- ----------------------- ----------------------------
NPAs/total assets                                       0.32%                     0.23%            
---------------------------------------------- ----------------------- ----------------------------
LLR/gross loans                                         1.80%                     1.10%            
---------------------------------------------- ----------------------- ----------------------------
Net interest margin                                     4.69%                     2.66%            
---------------------------------------------- ----------------------- ----------------------------
Non-interest income/average assets                      0.59%                     0.45%            
---------------------------------------------- ----------------------- ----------------------------
Fees/revenues                                           12.15%                   18.34%            
---------------------------------------------- ----------------------- ----------------------------
Non-interest expense/average assets                     3.14%                     1.74%            
---------------------------------------------- ----------------------- ----------------------------
Efficiency ratio                                        64.70%                   59.41%            
---------------------------------------------- ----------------------- ----------------------------
LTM Return on average assets                            1.05%                     0.70%            
---------------------------------------------- ----------------------- ----------------------------
LTM Return on average equity                            7.02%                    10.31%            
---------------------------------------------- ----------------------- ----------------------------
Price/book value per share                             137.02%                   171.49%           
---------------------------------------------- ----------------------- ----------------------------
Price/tangible book value per share                    173.16%                   179.75%           
---------------------------------------------- ----------------------- ----------------------------
Price/estimated 2004 EPS (1)(2)                         30.10x                   17.16x            
---------------------------------------------- ----------------------- ----------------------------
Price/IBES 2004 estimated EPS                           29.15x                   17.16x            
---------------------------------------------- ----------------------- ----------------------------
Price/IBES 2005 estimated EPS                           21.73x                   15.07x            
---------------------------------------------- ----------------------- ----------------------------
Dividend payout ratio (1)                               40.29%                   33.00%            
---------------------------------------------- ----------------------- ----------------------------
Dividend yield (1)                                      1.34%                     1.85%            
---------------------------------------------- ----------------------- ----------------------------
Market capitalization (IN MILLIONS)                     $473.4                   $177.3            
---------------------------------------------- ----------------------- ----------------------------

1.      Provident Bancorp's estimates for the year ended September 30, 2004.    
Estimates exclude the charitable foundation expense.            
2.      Assumes common shares outstanding and options outstanding as of March   
12, 2004.                                                       

      ANALYSIS OF SELECTED MERGER TRANSACTIONS. Sandler O'Neill reviewed all
merger transactions announced nationwide from January 1, 2003 through March 12, 
2004 involving publicly traded savings institutions as acquired institutions    
with transaction values greater than $15 million. Sandler O'Neill separately    
reviewed the 20 Mid-Atlantic/New England region transactions involving publicly 
traded savings institutions with transaction values greater than $15 million    
announced during that same period. Sandler O'Neill reviewed the multiples of    
transaction price at announcement to last twelve months' earnings per share,    
transaction price to estimated current year earnings per share, transaction     
price to book value per share, transaction price to tangible book value per     
share, tangible book premium to core deposits and premium to market price and   
computed high, low, mean and median multiples and premiums for both groups of   
transactions. The median multiples were applied to Warwick Community Bancorp's  
financial information as of and for the year ended December 31, 2003. As        
illustrated in the following table, Sandler O'Neill derived an imputed range of 
values per share of Warwick Community Bancorp's common stock of $28.25 to $35.75
based upon the median multiples for nationwide savings institution transactions 
and $32.10 to $41.77 based upon the median multiples for                        

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regional savings institution transactions. The implied transaction value of the 
merger (excluding any special dividends) as calculated by Sandler O'Neill was   
$32.75 per share.                                                               

                                                        · Enlarge/Download Table

-------------------------------------------------------------------------------------------
                             NATIONWIDE TRANSACTION MULTIPLES                              
-------------------------------------------------------------------------------------------
                                                  Range of          Median      Implied    
                                                  Multiples         Multiple    Value (1)  
                                                -------------------------------------------
                                                                                           
Transaction price/LTM EPS                        10.6x - 62.1x       19.6x        $28.25   
Transaction price/estimated 2004 EPS (2)         10.7x - 28.3x       18.5x        $30.69   
Transaction price/book value                     99.7% - 332.5%      183.8%       $30.19   
Transaction price/tangible book value            99.7% - 396.0%      197.9%       $31.44   
Tangible book premium/core deposits (3)           1.1% - 42.8%       17.8%        $34.44   
Premium to market (4)                            (9.6)% - 64.4%      17.5%        $35.75   
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
                       MID-ATLANTIC/NEW ENGLAND TRANSACTION MULTIPLES                      
-------------------------------------------------------------------------------------------
                                                  Range of          Median      Implied    
                                                  Multiples         Multiple    Value (1)  
                                                -------------------------------------------
Transaction price/LTM EPS                        10.6x - 58.7x       22.5x        $32.32   
Transaction price/estimated 2004 EPS (2)         10.7x - 28.3x       19.4x        $32.10   
Transaction price/book value                    124.8% - 301.0%      225.1%       $36.97   
Transaction price/tangible book value           125.6% - 396.0%      262.9%       $41.77   
Tangible book premium/core deposits (3)           5.4% - 42.8%       21.8%        $38.68   
Premium to market (4)                            (1.6)% - 64.4%      18.4%        $36.03   
-------------------------------------------------------------------------------------------

(1)     Using median multiple.                                                  
(2)     Based on Warwick Community Bancorp management's estimated 2004 operating
EPS of $1.66.                                                   
(3)     Assumes that all deposits other than jumbo certificates of deposit and  
brokered deposits are core deposits.                            
(4)     Based on Warwick Community Bancorp's December 16, 2003 closing price of 
$30.43.                                                         

       DISCOUNTED DIVIDEND STREAM AND TERMINAL VALUE ANALYSIS. Sandler O'Neill
performed an analysis that estimated the future stream of after-tax dividend    
flows of Warwick Community Bancorp through December 31, 2007 under various      
circumstances, assuming Warwick Community Bancorp's projected dividend stream   
and that Warwick Community Bancorp performed in accordance with the earnings    
projections reviewed with management. For periods after fiscal 2004, Sandler    
O'Neill assumed a growth rate of earnings per share of approximately 7% to 9%   
based upon discussions with Warwick Community Bancorp management. To approximate
the terminal value of Warwick Community Bancorp common stock at December 31,    
2007, Sandler O'Neill applied price/earnings multiples ranging from 12.0x to    
22.0x and multiples of tangible book value ranging from 100% to 225%. The       
dividend income streams and terminal values were then discounted to present     
values using different discount rates ranging from 9% to 15% chosen to reflect  
different assumptions regarding required rates of return of holders or          
prospective buyers of Warwick Community Bancorp common stock. As illustrated in 
the following tables, this analysis indicated an imputed range of values per    
share of Warwick Community Bancorp common stock of $15.94 to $34.04 when        
applying multiples of earnings per share and $14.24 to $36.38 when applying     
multiples of tangible book value.                                               

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                                       EARNINGS PER SHARE MULTIPLES                                        

-----------------------------------------------------------------------------------------------------------
  DISCOUNT RATE        12X            14X            16X            18X            20X            22X      
  -------------   -----------------------------------------------------------------------------------------
                                                                                                           
     9.0%             $19.57         $22.46         $25.36         $28.25         $31.15         $34.04    
    10.0%              18.89          21.68          24.48          27.27          30.06          32.85    
    11.0%              18.25          20.94          23.63          26.33          29.02          31.71    
    12.0%              17.63          20.23          22.83          25.43          28.02          30.62    
    13.0%              17.04          19.55          22.06          24.56          27.07          29.58    
    14.0%              16.48          18.90          21.32          23.74          26.16          28.58    
    15.0%              15.94          18.28          20.61          22.95          25.29          27.62    
-----------------------------------------------------------------------------------------------------------

                                       TANGIBLE BOOK VALUE MULTIPLES                                       

-----------------------------------------------------------------------------------------------------------
  DISCOUNT RATE       100%           125%           150%           175%           200%           225%      
  -------------   -----------------------------------------------------------------------------------------

     9.0%             $17.45         $21.23         $25.02         $28.81         $32.59         $36.38    
    10.0%              16.85          20.50          24.15          27.80          31.45          35.10    
    11.0%              16.28          19.80          23.32          26.84          30.36          33.89    
    12.0%              15.74          19.13          22.53          25.93          29.32          32.72    
    13.0%              15.22          18.49          21.77          25.05          28.33          31.60    
    14.0%              14.72          17.88          21.05          24.21          27.37          30.54    
    15.0%              14.24          17.29          20.35          23.40          26.46          29.52    
-----------------------------------------------------------------------------------------------------------

      Sandler O'Neill performed a similar analysis that estimated the future
stream of after-tax dividend flows of Provident Bancorp through December 31,    
2007 under various circumstances, assuming Provident Bancorp's projected        
dividend stream and that Provident Bancorp performed in accordance with the     
earnings projections reviewed with management. For periods after 2004, Sandler  
O'Neill assumed a growth rate of earnings per share of approximately 13% based  
upon discussions with Provident Bancorp management. To approximate the terminal 
value of Provident Bancorp common stock at December 31, 2007, Sandler O'Neill   
applied price/earnings multiples ranging from 18x to 33x. The dividend income   
streams and terminal values were then discounted to present values using        
different discount rates ranging from 9% to 15% chosen to reflect different     
assumptions regarding required rates of return of holders or prospective buyers 
of Provident Bancorp common stock. As illustrated in the following tables, this 
analysis indicated an imputed range of values per share of Provident Bancorp    
common stock of $7.38 to $16.17 when applying multiples of earnings per share   
and $5.47 to $14.35 when applying multiples of tangible book value.             

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                                        EARNINGS PER SHARE MULTIPLES                                       

-----------------------------------------------------------------------------------------------------------
  DISCOUNT RATE         18X            21X            24X            27X            30X            33X     
  -------------   -----------------------------------------------------------------------------------------
                                                                                                           
       9.0%            $9.09         $10.51         $11.92         $13.34         $14.75         $16.17    
      10.0%             8.78          10.14          11.50          12.87          14.23          15.59    
      11.0%             8.47           9.79          11.10          12.42          13.73          15.05    
      12.0%             8.18           9.45          10.72          11.99          13.25          14.52    
      13.0%             7.90           9.12          10.35          11.57          12.80          14.02    
      14.0%             7.63           8.82          10.00          11.18          12.36          13.54    
      15.0%             7.38           8.52           9.66          10.80          11.94          13.09    
-----------------------------------------------------------------------------------------------------------

                                        TANGIBLE BOOK VALUE MULTIPLES                                      

-----------------------------------------------------------------------------------------------------------
  DISCOUNT RATE         100%           125%           150%           175%           200%           225%    
  -------------   -----------------------------------------------------------------------------------------
       9.0%            $6.73          $8.25          $9.78         $11.30         $12.82         $14.35    
      10.0%             6.50           7.97           9.43          10.90          12.37          13.84    
      11.0%             6.27           7.69           9.11          10.52          11.94          13.35    
      12.0%             6.06           7.43           8.79          10.16          11.52          12.89    
      13.0%             5.86           7.17           8.49           9.81          11.13          12.45    
      14.0%             5.66           6.93           8.21           9.48          10.75          12.02    
      15.0%             5.47           6.70           7.93           9.16          10.39          11.62    
-----------------------------------------------------------------------------------------------------------

In connection with its analyses, Sandler O'Neill considered and 
discussed with the Warwick Community Bancorp Board how the present value        
analyses would be affected by changes in the underlying assumptions, including  
variations with respect to net income. Sandler O'Neill noted that the discounted
dividend stream and terminal value analysis is a widely used valuation          
methodology, but the results of such methodology are highly dependent upon the  
numerous assumptions that must be made, and the results thereof are not         
necessarily indicative of actual values or future results.                      

     PRO FORMA MERGER ANALYSIS. Sandler O'Neill analyzed certain potential
pro forma effects of the merger, assuming the following: (1) the merger closes  
in the fourth quarter of 2004, (2) 50% of the Warwick Community Bancorp shares  
are exchanged for cash at a value of $32.26 per share, (3) 50% of the Warwick   
Community Bancorp shares are exchanged for Provident Bancorp common stock at an 
exchange ratio of 2.781, (4) Warwick Community Bancorp's stock options are      
cancelled and converted into cash for an amount equal to the excess of $32.26   
over the weighted average exercise price of $17.84 multiplied by the number of  
Warwick Community Bancorp's stock options, and (5) purchase accounting          
adjustments, charges and transaction costs associated with the merger and cost  
savings determined by the senior managements of Warwick Community Bancorp and   
Provident Bancorp. The analysis indicated that for the year ending December 31, 
2005, the merger would be accretive to Provident Bancorp's projected earnings   
per share. In addition, the analysis indicated that for the period ending       
December 31, 2004 (the assumed closing of the transaction), the merger would be 
dilutive to Provident Bancorp's tangible book value per share. The actual       
results achieved by the combined company may vary from projected results and the
variations may be material.                                                     

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Warwick Community Bancorp has agreed to pay Sandler O'Neill a   
transaction fee in connection with the Merger of an amount equal to 1% of the   
Aggregate Purchase Price of which $384,000 was paid upon the signing of the     
definitive agreement and the balance shall be paid on the day of closing of the 
Merger. Based upon the closing price of Provident Bancorp common stock as of    
_____________, 2004, the transaction fee is approximately $______________.      
Warwick Community Bancorp has also paid Sandler O'Neill a fee of $200,000 for   
rendering its opinion, which will be credited against that portion of the       
transaction fee due upon closing of the merger. Warwick Community Bancorp has   
also agreed to reimburse certain of Sandler O'Neill's reasonable out-of-pocket  
expenses incurred in connection with its engagement and to indemnify Sandler    
O'Neill and its affiliates and their respective partners, directors, officers,  
employees, agents, and controlling persons against certain expenses and         
liabilities, including liabilities under securities laws.                       

  In the past, Sandler O'Neill has provided certain other investment
banking services to Warwick Community Bancorp and has received compensation for 
such services, and Sandler O'Neill may provide additional services, and receive 
compensation for such services, prior to the closing of the merger. In the      
ordinary course of its business as a broker-dealer, Sandler O'Neill may purchase
securities from and sell securities to Warwick Community Bancorp and Provident  
Bancorp and their respective affiliates and may actively trade the debt and/or  
equity securities of Warwick Community Bancorp and Provident Bancorp and their  
respective affiliates for its own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.  

PROVIDENT BANCORP'S REASONS FOR THE MERGER                                      

      The Provident Bancorp board of directors expects the merger to enhance
Provident Bancorp's banking franchise and competitive position, in particular in
Orange County, New York. The merger also increases Provident Bancorp's operating
and marketing scale. In addition, the merger is consistent with Provident       
Bancorp's plans to deploy the capital raised in Provident Bank's recent second  
step conversion transaction.                                                    

 The Provident Bancorp board of directors consulted with Provident
Bancorp management as well as financial and legal advisors and determined that  
the merger is in the best interest of Provident Bancorp and Provident Bancorp's 
stockholders. In reaching its conclusion to approve the merger agreement, the   
Provident Bancorp board considered the following factors as generally supporting
its decision to enter into the merger agreement:                                

       (i)     The effectiveness of the merger as a method of implementing and
         accelerating Provident Bancorp's strategies for expanding
          Provident Bancorp's franchise in one of the most desirable
banking markets in New York;                    

 (ii)    The effectiveness of the merger as a means of deploying a
             portion of the conversion proceeds of Provident Bank's second
step conversion transaction;                    

      (iii)   Its understanding of Provident Bancorp's business, operations,
          financial condition, earnings and prospects and of Warwick
              Community Bancorp's business, operations, financial condition,
earnings and prospects, including               

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          Warwick Community Bancorp's strong franchise in the Orange
       County, New York market in which it primarily operates;

     (iv)    The reports of Provident Bancorp management and the financial
               presentations by RP Financial, LC. and Ryan Beck & Co., Inc. to
     Provident Bancorp's board of directors concerning the
        operations, financial condition and prospects of Warwick
          Community Bancorp and the expected financial impact of the
merger on the combined company;                 

        (v)     The similarity between Provident Bancorp's and Warwick Community
              Bancorp's management, philosophies, approaches and commitments
                to the communities and customers they serve and their respective
employees;                                      

 (vi)    The proposed appointment of two Warwick Community Bancorp
               directors as directors of Provident Bancorp and Provident Bank,
         which would help assure the continuity of management, the
       likelihood of successful integration and the successful
operation of the combined companies;            

(vii)   The opinions delivered to the Provident Bancorp board of
               directors by RP Financial, LC. and Ryan Beck & Co., Inc. to the
              effect that, as of the date of the opinions and based upon and
             subject to the conditions described in the opinions and other
      matters as RP Financial, LC. and Ryan Beck & Co., Inc.
           considered relevant, the merger consideration to be paid by
              Provident Bancorp was fair, from a financial point of view, to
Provident Bancorp.                              

        The Provident Bancorp board of directors also considered potential risks
associated with the merger in connection with its deliberations of the proposed 
transaction, including the challenges of integrating Warwick Community Bancorp's
business, operations and workforce with those of Provident Bancorp, the need to 
obtain Warwick Community Bancorp stockholder and regulatory approvals in order  
to complete the transaction, and the risks associated with achieving the        
anticipated cost savings.                                                       

        The Provident Bancorp board of directors considered all of these factors
as a whole and, on balance, concluded that they supported a favorable           
determination to enter into the merger agreement.                               

     The foregoing discussion of the information and factors considered by
the Provident Bancorp board of directors is not exhaustive, but includes the    
material factors considered by the Provident Bancorp board of directors. In view
of the wide variety of factors considered by the Provident Bancorp board of     
directors in connection with its evaluation of the merger and the complexity of 
these matters, the Provident Bancorp board of directors did not consider it     
practical to, nor did it attempt to, quantify, rank or otherwise assign relative
weights to the specific factors that it considered in reaching its decision. In 
considering the factors described above, individual members of the Provident    
Bancorp board of directors may have given different weights to different        
factors.                                                                        

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On the basis of these considerations, the merger agreement was  
unanimously approved by Provident Bancorp's board of directors.                 

MERGER CONSIDERATION; CASH OR STOCK ELECTION                                    

     MERGER CONSIDERATION. Under the terms of the merger agreement, at the
effective time of the merger each outstanding share of Warwick Community Bancorp
common stock (other than dissenting shares and shares held by Provident Bancorp 
and Warwick Community Bancorp) will be converted into the right to receive, at  
the election of the holder of such share, either:                               

     o       $32.26 in cash (without interest), assuming payment solely of
               cash in exchange for Warwick Community Bancorp common stock; or

 o       2.7810 shares of Provident Bancorp common stock, assuming
                payment solely of Provident Bancorp common stock in exchange for
     a share of Warwick Community Bancorp common stock; or

  o       a combination of cash PLUS Provident Bancorp common stock.

        No fractional shares of Provident Bancorp common stock will be issued in
connection with the merger. Instead Warwick Community Bancorp stockholders will 
receive, without interest, a cash payment from Provident Bancorp equal to the   
fractional share interest they otherwise would have received, multiplied by the 
value of Provident Bancorp common stock. For this purpose, Provident Bancorp    
common stock will be valued at the average of its daily closing sales prices    
during the five consecutive trading days immediately preceding the completion   
date of the merger.                                                             

   Based on the closing price of $_____ per share of Provident Bancorp
common stock on __________, 2004, the latest practicable date prior to the      
mailing of this Proxy Statement/Prospectus, the value of 2.7810 shares of       
Provident Bancorp common stock would be $______. We cannot give you any         
assurance as to whether or when the merger will be completed, and you are       
advised to obtain current market quotations for Provident Bancorp common stock. 
For more information about the stock prices of Provident Bancorp, see "Provident
Bancorp Stock Trading and Dividend Information."                                

  CASH OR STOCK ELECTION. All elections by Warwick Community Bancorp
stockholders are subject to the allocation and proration procedures described in
the merger agreement. These procedures are intended to ensure that, subject to a
tax-related adjustment, 50% of the outstanding shares of Warwick Community      
Bancorp common stock will be converted into the right to receive Provident      
Bancorp common stock, and the remaining 50% of the outstanding shares of Warwick
Community Bancorp common stock will be converted into the right to receive cash.

   It is unlikely that elections will be made in the exact proportions
provided for in the merger agreement. As a result, the merger agreement         
describes procedures to be followed if Warwick Community Bancorp stockholders in
the aggregate elect to receive more or less of                                  

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Provident Bancorp common stock than Provident Bancorp has agreed to issue. These
procedures are summarized below.                                                

       o       IF PROVIDENT BANCORP COMMON STOCK IS OVERSUBSCRIBED: If Warwick
              Community Bancorp stockholders elect to receive more Provident
               Bancorp common stock than Provident Bancorp has agreed to issue
              in the merger, then all Warwick Community Bancorp stockholders
             who have elected to receive cash or who have made no election
                will receive cash for their Warwick Community Bancorp shares and
                all stockholders who elected to receive Provident Bancorp common
                stock will receive a pro rata portion of the available Provident
            Bancorp shares plus cash for those shares not converted into
Provident Bancorp common stock.                 

        o       IF PROVIDENT BANCORP COMMON STOCK IS UNDERSUBSCRIBED: If Warwick
               Community Bancorp stockholders elect to receive fewer shares of
                Provident Bancorp common stock than Provident Bancorp has agreed
to issue in the merger, and                     

          --      the number of shares as to which Warwick Community
                       Bancorp stockholders have made no election is less than
                      or equal to this shortfall, then all Warwick Community
                Bancorp stockholders who have elected to receive
                  Provident Bancorp common stock or who have made no
                     election will receive Provident Bancorp common stock,
                       and all Warwick Community Bancorp stockholders who have
                       elected to receive cash will receive a pro rata portion
                  of the available cash consideration plus Provident
                  Bancorp shares for those Warwick Community Bancorp
     shares not converted into cash; or if

            --      the number of no election shares is greater than the
             shortfall, then all Warwick Community Bancorp
                  stockholders who have elected to receive Provident
                   Bancorp common stock will receive Provident Bancorp
                        common stock, all Warwick Community Bancorp stockholders
                       who have elected to receive cash will receive cash, and
                      all Warwick Community Bancorp stockholders who made no
               election will receive a pro rata portion of the
                     remaining available cash consideration plus Provident
                    Bancorp's shares for those Warwick Community Bancorp
shares not converted into cash. 

       TAX-RELATED ADJUSTMENT. Provident Bancorp and Warwick Community Bancorp
have structured the merger to qualify as a "reorganization" for U.S. federal    
income tax purposes. The merger might not qualify as a reorganization, however, 
if, on the closing date of the merger, the total value of the Provident Bancorp 
shares that Warwick Community Bancorp stockholders receive is less than 42.5% of
the value of the total consideration - including Provident Bancorp common stock,
cash, and any other amounts treated as consideration in connection with the     
merger for federal income tax purposes - that Warwick Community Bancorp         
shareholders (including shareholders who exercise dissenters' rights) receive in
connection with the merger. To prevent this from happening, if the value of the 
Provident Bancorp shares received would otherwise be less than 42.5% (subject to
upward adjustment to up to 45%, depending on the                                

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number of Warwick Community Bancorp shares with respect to which dissenters'    
rights are exercised) of the value of the total consideration, the number of    
Warwick Community Bancorp shares that will be converted into Provident Bancorp  
shares will be increased, and the number of Warwick Community Bancorp shares    
converted into cash will be correspondingly decreased. If this tax-related      
adjustment is necessary, the amount of cash you would have received, after      
taking into account your election and any proration, will be reduced and you    
will receive additional shares of Provident Bancorp common stock. Whether the   
tax-related adjustment will be made, and the magnitude of the tax-related       
adjustment, if made, will be based on a number of factors, including the trading
price of shares of Provident Bancorp common stock on the date the merger is     
completed and the number of shares of Warwick Community Bancorp common stock for
which dissenters' rights are exercised. However, in no event will Provident     
Bancorp be obligated to issue more than 7,910,000 shares of common stock as     
merger consideration.                                                           

     Neither Warwick Community Bancorp nor Provident Bancorp is making any
recommendation as to whether Warwick Community Bancorp stockholders should elect
to receive cash or Provident Bancorp common stock in the merger. Each Warwick   
Community Bancorp stockholder must make his or her own decision with respect to 
such election.                                                                  

     No guarantee can be made that you will receive the amounts of cash or
stock you elect. As a result of the allocation procedures and other limitations 
outlined in this document and in the merger agreement, you may receive Provident
Bancorp common stock or cash in amounts that vary from the amounts you elect to 
receive.                                                                        

       Employees who hold allocated shares of Warwick Community Bancorp common
stock in their employee stock ownership plan accounts will be able to direct the
employee stock ownership plan trustee to make an election to receive cash,      
Provident Bancorp common stock or a combination of cash and Provident Bancorp   
common stock for their allocated shares. For any allocated shares for which no  
directions are received, the employee stock ownership plan trustee will make an 
election to receive cash or Provident Bancorp common stock, in the same         
proportion with respect to which the trustee received elections, unless the     
trustee determines that it may not, consistent with its fiduciary duties, make  
such election for the allocated shares for which no written instructions have   
been given in the same proportion, in which case it will make elections for the 
shares in the manner as it, in its discretion, determined to be in the best     
interests of the participants. The employee stock ownership plan trustee will   
make an election to receive cash or Provident Bancorp common stock for the      
unallocated shares of Warwick Community Bancorp common stock held in the        
employee stock ownership plan. Employees who hold shares of Warwick Community   
Bancorp common stock in their accounts in the Warwick Savings Bank 401(k)       
Savings Plan will be able to direct the trustee of such plan to make an election
to receive cash, Provident Bancorp common stock or a combination of cash and    
Provident Bancorp common stock for their allocated shares. For any shares for   
which no directions are received, the plan trustee will make an election to     
receive cash, Provident Bancorp common stock, in the same proportion with       
respect to which the trustee received elections, unless the trustee determines  
that it may not, consistent with its fiduciary duties, make the election for the
allocated shares for which no written instructions have been given in the same  
proportion, in which case it will make elections for the shares in the manner as
it, in its discretion, determined to be in the best interests of the            
participants.                                                                   

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ELECTION PROCEDURES; SURRENDER OF STOCK CERTIFICATES                            

        If you are a record holder of Warwick Community Bancorp common stock, an
election form will be provided to you under separate cover. The election form   
will entitle you to elect to receive cash, Provident Bancorp common stock, or a 
combination of cash and Provident Bancorp common stock, or to make no election  
with respect to the merger consideration that you wish to receive.              

       To make a valid election, you must submit a properly completed election
form to Registrar and Transfer Company, which will be acting as the exchange    
agent, on or before 5:00 p.m., New York time, on the twenty-fifth day following 
the mailing of the election form. Registrar and Transfer Company will act as    
exchange agent in the merger and in that role will process the exchange of      
Warwick Community Bancorp common stock certificates for cash and/or Provident   
Bancorp common stock. Shortly after the merger, the exchange agent will allocate
cash and shares of Provident Bancorp common stock among Warwick Community       
Bancorp stockholders, consistent with their elections, the allocation and       
proration procedures and the tax-related adjustment. If you do not submit an    
election form, you will receive instructions from the exchange agent on where to
surrender your Warwick Community Bancorp stock certificates after the merger is 
completed. PLEASE DO NOT FORWARD YOUR WARWICK COMMUNITY BANCORP STOCK           
CERTIFICATES AND ELECTION FORM WITH YOUR PROXY CARDS. STOCK CERTIFICATES AND    
ELECTION FORMS SHOULD BE RETURNED TO THE EXCHANGE AGENT IN ACCORDANCE WITH THE  
INSTRUCTIONS CONTAINED IN THE ELECTION FORM.                                    

      An election form will be deemed properly completed only if accompanied
by stock certificates representing all shares of Warwick Community Bancorp      
common stock covered by the election form (or an appropriate guarantee of       
delivery). You may change your election at any time prior to the election       
deadline by written notice accompanied by a properly completed and signed,      
revised election form received by the exchange agent prior to the election      
deadline. You may revoke your election by written notice received by the        
exchange agent prior to the election deadline. All elections will be revoked,   
and share certificates returned, automatically if the merger agreement is       
terminated. If you have a preference for receiving either Provident Bancorp     
common stock and/or cash for your Warwick Community Bancorp common stock, you   
should complete and return the election form. If you do not make an election,   
you will be allocated Provident Bancorp common stock and/or cash depending on   
the elections made by other Warwick Community Bancorp stockholders. You should  
be aware, however, that if you make an election you will not be able to sell or 
otherwise transfer your shares of Warwick Community Bancorp common stock unless 
you properly withdraw your election prior to the election deadline.             

        If stock certificates for Warwick Community Bancorp common stock are not
immediately available or time will not permit the election form and other       
required documents to reach the exchange agent prior to the election deadline,  
Warwick Community Bancorp shares may be properly exchanged provided that:       

  1.      such exchanges are made by or through a member firm of the
            National Association of Securities Dealers, Inc., or another
registered national securities                  

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            exchange, or by a commercial bank or trust company having an
office, branch or agency in the United States;  

      2.      the exchange agent receives, prior to the election deadline, a
         properly completed and duly executed notice of guaranteed
             delivery substantially in the form provided with the election
           form (delivered by hand, mail, telegram, telex or facsimile
transmission); and                              

        3.      the exchange agent receives, prior to the election deadline, the
                certificates for all exchanged Warwick Community Bancorp shares,
             or confirmation of the delivery of all such certificates into
              the exchange agent's account with the Depository Trust Company
           in accordance with the proper procedures for such transfer,
             together with a properly completed and duly executed election
           form and any other documents required by the election form.

   Warwick Community Bancorp stockholders who do not submit a properly
completed election form or revoke their election form prior to the election     
deadline will have their shares of Warwick Community Bancorp common stock       
designated as non-election shares.                                              

      Warwick Community Bancorp stockholders who hold their shares of common
stock in "street name" through a bank, broker or other financial institution,   
and who wish to make an election, should seek instructions from the institution 
holding their shares concerning how to make the election.                       

 Provident Bancorp will deposit with the exchange agent the shares
representing Provident Bancorp's common stock and cash to be issued to Warwick  
Community Bancorp stockholders in exchange for their shares of Warwick Community
Bancorp common stock. Within five business days after the completion of the     
merger, the exchange agent will mail to Warwick Community Bancorp stockholders  
who do not submit election forms or who have revoked such forms a letter of     
transmittal, together with instructions for the exchange of their Warwick       
Community Bancorp stock certificates for the merger consideration. Upon         
surrendering his or her certificate(s) representing shares of Warwick Community 
Bancorp common stock, together with the signed letter of transmittal, the       
Warwick Community Bancorp stockholder shall be entitled to receive, as          
applicable: (i) certificate(s) representing a number of whole shares of         
Provident Bancorp common stock (if any) determined in accordance with the       
exchange ratio or (ii) a check representing the amount of cash (if any) to which
such holder shall have become entitled to and (iii) a check representing the    
amount of cash in lieu of fractional shares, if any. Until you surrender your   
Warwick Community Bancorp stock certificates for exchange after completion of   
the merger, you will not be paid dividends or other distributions declared after
the merger with respect to any Provident Bancorp common stock into which your   
shares have been exchanged. No interest will be paid or accrued to Warwick      
Community Bancorp stockholders on the cash consideration, cash in lieu of       
fractional shares or unpaid dividends and distributions, if any. After the      
completion of the merger, there will be no further transfers of Warwick         
Community Bancorp common stock. Warwick Community Bancorp stock certificates    
presented for transfer will be canceled and exchanged for the merger            
consideration.                                                                  

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        If your stock certificates have been lost, stolen or destroyed, you will
have to prove your ownership of these certificates and that they were lost,     
stolen or destroyed before you receive any consideration for your shares. Upon  
request, Registrar and Transfer Company will send you instructions on how to    
provide evidence of ownership.                                                  

    If any certificate representing shares of Provident Bancorp's common
stock is to be issued in a name other than that in which the certificate for    
shares surrendered in exchange is registered, or cash is to be paid to a person 
other than the registered holder, it will be a condition of issuance or payment 
that the certificate so surrendered be properly endorsed or otherwise be in     
proper form for transfer and that the person requesting the exchange either:    

        o       pay to the exchange agent in advance any transfer or other taxes
              required by reason of the issuance of a certificate or payment
               to a person other than the registered holder of the certificate
surrendered, or                                 

        o       establish to the satisfaction of the exchange agent that the tax
has been paid or is not payable.                

        Any portion of the cash or shares of Provident Bancorp common stock made
available to the exchange agent that remains unclaimed by Warwick Community     
Bancorp stockholders for six months after the effective time of the merger will 
be returned to Provident Bancorp. After six months after the effective time, any
Warwick Community Bancorp stockholder who has not exchanged shares of Warwick   
Community Bancorp common stock for the merger consideration in accordance with  
the merger agreement may look only to Provident Bancorp for payment of the      
merger consideration for these shares and any unpaid dividends or distributions.
Nonetheless, Provident Bancorp, Warwick Community Bancorp, the exchange agent or
any other person will not be liable to any Warwick Community Bancorp stockholder
for any amount properly delivered to a public official under applicable         
abandoned property, escheat or similar laws.                                    

TREATMENT OF WARWICK COMMUNITY BANCORP STOCK OPTIONS                            

        Each option to purchase shares of Warwick Community Bancorp common stock
outstanding and unexercised immediately prior to the effective time of the      
merger will be cancelled and all rights under such option will be extinguished  
in exchange for a cash payment equal to $32.26 less the exercise price per share
of the stock option, multiplied by the number of shares of Warwick Community    
Bancorp common stock subject to the stock option, less any required tax         
withholding. Each of Messrs. Kowal, Gentile and Budich entered into agreements  
with Warwick Community Bancorp contemporaneously with the execution of the      
merger agreement agreeing not to exercise their outstanding options prior to the
effective time of the merger and to receive, in exchange for such options, a    
cash payment equal to the excess of $32.26 over the exercise price per share of 
such options multiplied by the number of shares of Warwick Community Bancorp    
subject to such options.                                                        

  Provident Bancorp will be entitled to deduct and withhold from the
consideration otherwise payable pursuant to the merger agreement to any Warwick 
Community Bancorp optionholder any amount that Provident Bancorp is required to 
deduct and withhold under any                                                   

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provision of federal, state, local or foreign tax law. Any withheld amounts will
be treated for all purposes of the merger agreement as having been paid to the  
Warwick Community Bancorp optionholder in respect of which the deduction and    
withholding was made by Provident Bancorp.                                      

EMPLOYEE MATTERS                                                                

   The Warwick Community Bancorp employee stock ownership plan will be
terminated upon consummation of the merger. The employee stock ownership plan   
loan will be paid in full and the assets of the employee stock ownership plan   
will be allocated and distributed to the employee stock ownership plan          
participants in cash or shares of Provident Bancorp common stock. Provident     
Bancorp will review all other Warwick Community Bancorp compensation and        
employee benefit plans that do not otherwise terminate (whether pursuant to the 
terms of any such plan or the merger agreement) to determine whether to         
maintain, terminate or continue such plans. In the event employee compensation  
or benefits as currently provided by Warwick Community Bancorp, Warwick Savings 
or Towne Center Bank are changed or terminated by Provident Bancorp, Provident  
Bancorp has agreed to provide compensation and benefits that are, in the        
aggregate, substantially similar to the compensation and benefits provided to   
similarly situated Provident Bancorp employees.                                 

All Warwick Community Bancorp employees who become employees of 
Provident Bancorp at the effective time generally will be given credit for      
service at Warwick Community Bancorp or its subsidiaries for eligibility to     
participate in and the satisfaction of vesting requirements (but not for pension
benefit accrual purposes) under Provident Bancorp's compensation and benefit    
plans (but not for any purpose under the Provident Bancorp employee stock       
ownership plan or retiree health plan or to the extent that providing such      
credit would result in a duplication of benefits). Provident Bancorp has also   
agreed to honor the Change in Control Severance Plan of Warwick Community       
Bancorp.                                                                        

     See "--Interests of Directors and Officers In the Merger" below for a
discussion of employment agreements.                                            

    See "--Material United States Federal Income Tax Consequences of the
Merger to Participants in the Warwick Community Bancorp, Inc. Employee Stock    
Ownership Plan and the 401(k) Savings Plan" below for a discussion of material  
U.S. federal income tax treatment of accounts under those plans.                

INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGER                               

       EMPLOYMENT AGREEMENTS. Warwick Community Bancorp is party to employment
agreements with each of its Chairman of the Board and Chief Executive Officer,  
Fred G. Kowal, its President and Chief Operating Officer, Ronald J. Gentile, and
its Senior Vice-President, Treasurer and Chief Financial Officer, Arthur W.     
Budich. The consummation of the merge