Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2009, the Board of Directors of Provident Financial Services, Inc. (the "Company"), on the recommendation of the Compensation Committee, approved an annual performance-based incentive plan for the payment of incentive compensation to certain officers and employees of The Provident Bank, the Company's wholly-owned savings bank subsidiary (the "Plan"), including senior executive officers. The Plan provides for cash incentive payments based primarily on the Company's financial performance in 2009 compared with targets relating to: (i) earnings per share (weighted 50%); (ii) efficiency ratio (weighted 25%); and (iii) total stockholder return relative to the performance of an identified peer group, currently comprised of 20 financial institutions (weighted 25%) (collectively, the "Corporate Targets"). Incentive Payments based on the Company's 2009 financial performance may be made if the Company meets or exceeds 95% of any of the Corporate Targets ("Threshold"). A portion of the incentive payment will be based on the employee's performance against personal goals and objectives, and may be made whether or not Corporate Targets have been met. For certain senior executive officers, 75% of the incentive payment that may be made under the Plan will be based on the Company's financial performance and 25% will be based on the individual's performance. For senior executives in the lending and retail banking disciplines, 50% of the incentive payment that may be made under the Plan will be based on the Company's financial performance and 50% will be based on the performance of their respective areas of responsibility against the 2009 business plan.

Incentive payments will be a percentage of the employee's base salary. Using estimated 2009 base salary levels and current number of employees that could participate in the Plan (325 persons), the cash incentive payments that may be made for 2009 would range from approximately $1.6 million at the Threshold level up to $6.5 million at the Maximum level.