EXHIBIT 10.2



                                   MEMORANDUM


TO:      Richard J. Oppitz, Jr.

FROM:    Kevin Byrnes

DATE:    June 22, 2005

SUBJECT: Separation of Employment

================================================================================

This memo will confirm the details of your separation from Provident Bank. Your
last day of work will be June 30, 2005 (the "Separation Date"). Provided you
work through the Separation Date and sign the acknowledgement, you will be
eligible to receive 24 months of severance pay and will remain on payroll
through June 30, 2007 (the "Severance Period"). Your pay will include both your
base salary ($268,400) and the perquisite allowance ($21,963).

BENEFIT COVERAGE

Group health and/or dental benefit coverage will remain in effect through the
Severance Period on a post-tax basis. Thereafter, you will be eligible to
continue medical and dental coverage through COBRA. Participation in the 401(k)
plan and pension plan will continue through the Severance Period. All other
benefits, including Life Insurance and Long Term Disability, will terminate
effective the Separation Date. Your Change of Control Agreement will be
cancelled as of the Separation Date.

Any earned and unused vacation will be in your pay of July 15, 2005.

STOCK OPTIONS AND RESTRICTED STOCK

Stock options vested as of the Separation Date will remain exercisable through
the Severance Period. Stock options unvested as of the Separation Date will
continue to mature towards vesting through the Severance Period and, upon
vesting, remain exercisable through the remainder of the Severance Period. Stock
options vested but unexercised and stock options unvested as of the end of the
Severance Period will be cancelled.

Restricted stock vested as of the Separation Date will remain your asset.
Restricted stock unvested as of the Separation Date will continue to mature
towards vesting through the Severance Period and, upon vesting, will thereafter
remain your asset. Restricted stock unvested as of the end of the Severance
Period will be cancelled.

SURVIVOR BENEFIT

Should you die before the end of the Severance Period payments will continue to
be paid to your beneficiary through the end of the Severance Period. Benefits,
as described above, will also continue through the end of the Severance Period.

REFERENCES

Provident Bank releases only dates of employment and position title. Salary
information is released only with a signed authorization from you.

<PAGE>


OUTPLACEMENT

You are eligible for outplacement services for a period of six months. Human
Resources will provide you with details.

Any questions you may have should be directed to Jeanne Uphouse, (410) 277-2647.

ACKNOWLEDGEMENT

In consideration of the provision of severance pay as set forth above, you
release and covenant not to sue Provident, any affiliated companies, officers,
directors, managers, agents of any sort, and present and former employees, for
all claims which you have or may have including, but not limited to, any and all
claims and causes of action related to, connected with or arising out of your
employment with Provident and/or termination of employment with Provident; any
and all claims of discrimination on account of sex, race, age, handicap, veteran
status, national origin or religion, and claims or causes of action based upon
any equal employment opportunity laws, ordinances, regulations or orders
including, but not limited to, Title VII of the Civil Rights Act of 1964 and the
Age Discrimination in Employment Act, Executive Order 11246, The Rehabilitation
Act, The Americans with Disabilities Act, The Family and Medical Leave Act and
any applicable state or local antidiscrimination statutes, claims for breach of
express or implied contract, claims arising under or related to any employee
benefit plan sponsored by Provident or an affiliated company, claims for
wrongful termination actions of any type, breach of express or implied covenant
of good faith and fair dealing, intentional or negligent infliction of emotional
distress, claims for fraud, libel, slander or invasion of privacy, claims for
any and all severance benefits under Provident's regular policies and
procedures, as well as any other claims or causes of action you might have;
provided, however, that you do not waive rights or claims under The Age
Discrimination in Employment Act that may arise after the execution of this
document by you. This proviso is intended to exclude from release only those
rights relating to Age Discrimination in Employment Act claims "that may arise"
after execution of this document by you as provided for by the Older Workers
Benefit Protection Act.

You agree to cooperate with reasonable requests from Provident or its attorneys
in giving truthful written or oral testimony in defense of any inquiry or
litigation of any kind about which the employee possesses knowledge as a result
of his employment. Provident agrees to accommodate to the fullest extent
possible any schedule you may request with regard to your availability for
preparation for and giving of such truthful testimony.

You acknowledge that you have been advised by Provident, and are hereby advised
to consult an attorney prior to the execution of this release. You understand
that you have a right to consult the United States Equal Employment Opportunity
Commission and/or the equal employment opportunity agency of the State of
Maryland on the contents and consequences of this release.

You acknowledge that you have requested and received from Provident any
information that you need in order to make a knowing and voluntary release of
all claims, and that you have been provided at least 21 days to review and
consider the consequences of this release and to obtain all of the advice you
desire. You further acknowledge that Provident may use this release in a court
of law or any other judicial or administrative forum to enforce its rights under
this release, offensively or defensively.

You further acknowledge that you understand each of the statements in this
release and voluntarily accept the payment(s) provided by Provident in exchange
for this release without duress, coercion, fraud or undue influence. You
understand that this release is revocable by you for a period of seven days
after you sign this release and the release is not effective or enforceable



<PAGE>


during that seven-day period. You also understand that after the seven-day
period expires, the release is irrevocable. You further acknowledge that this
release may not be changed or modified except by a written document executed by
you and Provident.


/s/ Richard J. Oppitz, Jr.                           6/27/05
-----------------------------                        --------------------------
RICHARD J. OPPITZ, JR.                               DATE

/s/ Kevin Byrnes                                     6/27/05
-----------------------------                        --------------------------
KEVIN BYRNES                                         DATE


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