Upon the retirement of Linda A. Niro as Executive Vice President and Chief Financial Officer, effective as of September 29, 2009, as disclosed in Item 5.02 of this Current Report on Form 8-K, the amended and restated change in control agreement that Provident Financial Services, Inc. (the "Company") previously entered into with Ms. Niro will terminate . The amended and restated change in control agreement, the form of which was filed as an Exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, would have provided certain benefits to Ms. Niro in the event of a change in control of the Company or The Provident Bank followed by the termination of Ms. Niro's employment, including circumstances that would constitute a constructive termination of employment.

On July 16, 2009, the Company and its wholly owned subsidiary, The Provident Bank (the "Bank"), announced that Linda A. Niro, Executive Vice President and Chief Financial Officer, will retire from employment, effective September 29, 2009. In exchange for releases of all possible claims against the Bank and the Company and Ms. Niro's agreement to be available to consult with the Bank and Company following her retirement, the Bank has agreed to make a lump-sum payment to Ms. Niro following her retirement, in the amount of $686,695, subject to applicable withholding taxes, and to pay 100% of the premiums for health care coverage, dental insurance, vision benefits and life insurance for a period of twenty-four months following her retirement date.

Effective upon Ms. Niro's retirement, Thomas M. Lyons, Senior Vice President and Chief Accounting Officer of the Bank, will assume the title of Chief Financial Officer of the Company and the Bank.

(a) Financial Statements of Businesses Acquired. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Shell Company Transactions. Not applicable.

     (d)  Exhibits.

          Exhibit No.                Description
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            99.1                     Press Release dated July 16, 2009.