PROVIDENT BANK AMENDED AND RESTATED 1995 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.1

PROVIDENT BANK

AMENDED AND RESTATED 1995

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

INTRODUCTION

WHEREAS , Provident Bank (the “Bank”) maintains the Supplemental Executive Retirement Plan (the “1995 SERP”) for the purpose of providing benefits that “make up” for benefits that cannot be provided under the Bank’s tax qualified retirement plans due to the Applicable Limitations (as herein defined) or that are not provided under such plans due to the deferral of compensation; and

WHEREAS , the Bank desires to split the 1995 SERP into two separate plans—one named the Provident Bank Amended and Restated 1995 Supplemental Executive Retirement Plan (the “Plan”) and one named the Provident Bank 2005 Supplemental Executive Retirement Plan (the 2005 SERP”)—in connection with the enactment of section 409A of the Code; and

WHEREAS , the Plan will provide (a) the supplemental retirement or survivor benefits of the Designated Executives (as defined herein) that were “earned and vested” (within the meaning of section 409A of the Code) under the 1995 SERP on or prior to December 31, 2004, and (b) the supplemental incentive savings benefits and supplemental ESOP benefits of all participants and former participants in the 1995 SERP that were “earned and vested” under the 1995 SERP on or prior to December 31, 2004 (such benefits, together with the benefits described in the preceding clause (a), being the “Grandfathered SERP Benefits”); and

WHEREAS , the 2005 SERP will provide (a) all benefits accrued under the 1995 SERP through the day prior to the Effective Date (as defined herein), other than those provided under the Plan, and (b) all benefits accrued on and after the Effective Date to the extent provided for by the terms of the 2005 SERP;

NOW THEREFORE:

The Bank hereby sets forth below the terms of the Plan, which shall be as follows effective as of the date last written below (the “Effective Date”):

ARTICLE I

DEFINITIONS

Wherever appropriate to the purposes of the Plan, capitalized terms shall have the meanings assigned to them under the Retirement Plan, the 401(k) Plan, and the ESOP; provided , however , that the following special definitions shall apply for purposes of the Plan, unless a different meaning is clearly indicated by the context:

Section 1.1 Actuarial Equivalent means a benefit of equivalent value when computed on the basis of actuarial tables and interest rates adopted under the provisions of the Retirement Plan for use in making such computations.

Section 1.2 Applicable Limitation means any one of the following: (a) the maximum limitation on annual benefits payable by a qualified defined benefit plan under section 415(b) of the Code; (b) the maximum limitations on annual additions to a qualified defined contribution plan under section 415(c) of the Code; (c) the maximum limitation on the annual amount of compensation that may be taken into consideration for contribution and benefit purposes under section 401(a)(17) of the Code; (d) with respect to the 401(k) Plan, the limitations on salary deferrals and matching contributions under sections 401(k), 401(m) and 402(g) of the Code, and (e) with respect to the ESOP, the limitations under section 415(c)(6) with respect to allocations to highly compensated employees that apply in order to avoid taking interest contributions and forfeitures under the ESOP into consideration in applying the limitations of section 415(c)(1).

Section 1.3 Bank means Provident Bank, and any successor thereto, and any corporation that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) that includes Provident Bank or any trade or business (whether or not incorporated) that is under common control (as defined in section 414(c) of the Code) with Provident Bank, which, with the prior approval of the Board, and subject to such conditions as may be imposed by such Board, shall adopt this Plan.

Section 1.4 Bank Contributions means contributions by the Bank to the 401(k) Plan.

Section 1.5 Beneficiary means such person(s) as may be designated by a Participant as the Participant’s Beneficiary in accordance with such rules and procedures as may be prescribed by the Committee. If no Beneficiary has been designated, then the Beneficiary shall be the estate of the Participant.

Section 1.6 Benefit means a Supplemental Retirement Benefit, a Supplemental Incentive Savings Benefit, or a Supplemental ESOP Benefit.

Section 1.7 Board means the Board of Directors of the Bank.

Section 1.8 Code means the Internal Revenue Code of 1986, as amended from time to time.

Section 1.9 Committee means the Compensation Committee of the Board, or such other person, committee or other entity as shall be designated by or on behalf of the Board to perform duties on its behalf under the Plan.

Section 1.10 Common Stock means common stock of Provident New York Bancorp or any successor in interest.

Section 1.11 Conversion Date means the date specified by the Committee as the “Conversion Date.”

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Section 1.12 Default Rate means the rate earned from time-to-time in a money market fund as designated from time-to-time by the Committee.

Section 1.13 Designated Executive means each of George Strayton and Dan Rothstein.

Section 1.14 Employee means any person, including an officer, who is employed by the Bank.

Section 1.15 ESOP means the Provident Bank Employee Stock Ownership Plan, as amended from time to time.

Section 1.16 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.17 401(k) Plan means the Provident Bank 401(k) Plan, as amended from time to time.

Section 1.18 Participant means any person who is entitled to a Grandfathered SERP Benefit (as defined in the recitals hereto).

Section 1.19 Plan means this Amended and Restated 1995 Supplemental Executive Retirement Plan, as amended from time to time.

Section 1.20 Retirement Plan means the Provident Bank Defined Benefit Pension Plan, as amended from time to time.

Section 1.21 Termination of Service means an Employee’s separation from the service with respect to the Bank, whether by resignation, discharge, death, disability, retirement or otherwise.

Section 1.22 Transition Interest Rate means the higher of (a) the five-year CD rate and (b) the Federal Funds Target Rate, in each case as published in the Wall Street Journal on the first publication date of the calendar year.

Section 1.23 Transition Participant means a Participant who is not actively employed by the Bank on or after the Conversion Date.

Section 1.24 Valuation Date means, unless otherwise determined by the Committee, the last business day of each calendar month.

Section 1.25 Eligibility . Only Participants shall be eligible to participate in this Plan.

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ARTICLE II

BENEFITS TO PARTICIPANTS

Section 2.1 Supplemental Retirement Benefits .

(a) The supplemental retirement benefit under this Plan (the “Supplemental Retirement Benefit”) of a Participant who is a Designated Executive shall be an amount equal to the excess of:

provided , however , that, pursuant to Treasury Regulations section 1.409A-6(a)(3)(i), the present value of a Designated Executive’s Supplemental Retirement Benefit shall increase to the amount permitted thereunder using the same actuarial factors and assumptions as those used to value benefits under the Retirement Plan.

(b) The Supplemental Retirement Benefit provided for in Section 2.1(a) shall be paid at the same time, over the same period, to the same person(s) and in the same benefit form as provided under the Retirement Plan for the payment of the Participant’s retirement or survivor benefit under such Retirement Plan or as shall have been elected with respect to such benefit under the Retirement Plan.

(c) Notwi