SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF THE PROVIDENT BANK

EXHIBIT 10.5

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF

THE PROVIDENT BANK

WHEREAS, The Provident Bank, a New Jersey savings bank (the “Bank”) has established and presently maintains in effect a retirement plan for its employees, called The Provident Bank Pension Plan (the “Retirement Plan”) which is qualified under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Code contains certain limitations in Sections 401(a)(17) and 415 upon the maximum amount of compensation which may be considered in computing benefit accruals under defined benefit plans qualified under the Code and upon the maximum retirement benefits which may be paid from defined benefit plans qualified under the Code, respectively;

WHEREAS, under the terms of the Retirement Plan, certain employees of the Bank covered thereby would be, or might be expected to become, entitled to retirement benefits which exceed the limitations imposed by Sections 401(a)(17) and 415 of the Code upon defined benefit plans and which could, if paid pursuant to the Retirement Plan, cause the plan to cease to be qualified;

WHEREAS, under the terms of the Retirement Plan, deferred compensation is excluded in determining retirement benefits;

WHEREAS, the Bank desires to provide such excess benefits for employees affected, and to include deferred compensation in the form of deferred raises in the determination of such excess benefits, in a manner consistent with both the Code and with the Bank’s present policies with respect to its employees;

WHEREAS, effective January 1, 1990, with retroactive application to January 1, 1988, the Bank adopted the Supplemental Executive Retirement Plan of The Provident Bank, and

WHEREAS, the Bank desires to add a provision to freeze benefits as of March 31, 2003;

NOW, THEREFORE, in accordance with resolutions of its Board of Managers at the meeting of January 23, 2003, the Bank amends and restates the Supplemental Executive Retirement Plan as hereinafter set forth:

1. Participation in this Plan shall be limited to a select group of management or highly compensated employees of the Bank whose benefits under the Retirement Plan are affected by Section 401(a)(17) or Section 415 of the Code and who are designated by the Board of Managers to participate in this Plan (hereinafter “Employee”).

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2. The Bank will pay to or in respect of each Employee an amount equal to the amount which would have been payable under the terms of the Retirement Plan but for the limitations under Sections 401(a)(17) and 415 of the Code less the amount payable under the terms of the Retirement Plan. Such amount, which shall be determined including any deferred compensation in the form of deferred raises, shall be paid commencing no later than ninety (90) days following termination of employment, but in no event before age 60, in the form of a qualified joint and 100% survivor annuity for married Employees and a single life annuity for single Employees.

The Bank will pay to the Beneficiary of an Employee who dies while actively employed by Provident or prior to commencement of benefits from this Plan an amount equal to the amount which would have been payable under the terms of the Retirement Plan but for the limitation under Sections 401(a)(17) and 415 of the Code less the amount payable under the terms of the Retirement Plan. Any such payments to the Beneficiary shall commence on the first of the month following the later of the date the Employee would have attained age 55 and the date of his death. The Employee’s Beneficiary shall be the person who is his beneficiary in the Retirement Plan.

Notwithstanding the foregoing, no additional retirement or death benefits shall accrue to a participant or their Beneficiary under this Plan on account of any Pension Credit or Earnings after March 31, 2003.

3. Any benefits payable under this Plan shall become vested under the same terms and conditions as the respective benefits provided under the Retirement Plan.

4. “Notwithstanding any other provision of this Plan, the undistributed balance of each Employee’s accrued benefit under the Plan shall be distributed to him within 60 days after the date of a “Change in Control” as hereafter defined. For purposes hereof, a “Change in Control” shall mean the occurrence of any of the following events: