Item 5.02 Departure of Director or Certain Officers; Election of Director; Appointment of Certain Officers; Compensation Arrangement of Certain Officers.

On July 7, 2009, Provident Savings Bank, F.S.B. ("Bank"), the wholly-owned subsidiary of Provident Financial Holdings, Inc ("Company") entered into a Post-Retirement Compensation Agreement ("Agreement") with Donavon P. Ternes, the Bank's Chief Operating Officer and Chief Financial Officer. Mr. Ternes' Agreement provides that if he terminates employment with the Bank after attaining age 62, the Bank will provide him with a monthly benefit for life equal to 50% of his final average monthly salary and also provides for early retirement benefits. For purposes of the Agreement, "final average monthly salary" is defined as the average of Mr. Ternes' highest paid 36 consecutive months of employment with the Bank determined by reference to the gross amount of his monthly salary excluding bonus and incentive awards, director's fees, if any, and accelerated payments of future salary. Under the Agreement, Mr. Ternes may elect to receive the actuarially determined lump sum equivalent of the normal monthly benefit or a joint-and-survivor benefit. Mr. Ternes may also elect to receive an early retirement benefit under the Agreement which is reduced proportionately to reflect the number of months then remaining to Mr. Ternes' 62nd birthday. In the event of Mr. Ternes' termination of employment prior to age 62 by reason of his death or disability, the agreement provides for payment of the normal monthly benefit to Mr. Ternes or his spouse.

The summary of the Agreement described above is qualified in its entirety by reference to the post-retirement compensation agreement attached hereto as Exhibits 10.1 and incorporated herein by reference.