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EXHIBIT 99.1

                                                                        CONTACT:
                                           Media - Lillian Kilroy (410) 277-2833
                          Investment Community - Dennis Starliper (410) 277-2889



                   PROVIDENT BANKSHARES CORPORATION ANNOUNCES
                   ------------------------------------------
                  9.2% EARNINGS GROWTH FOR FIRST QUARTER 2004
                  -------------------------------------------
             CONSUMER AND COMMERCIAL BUSINESS RESULTS DRIVE GROWTH
              PROVIDENT SHAREHOLDERS APPROVE STRATEGIC MERGER WITH
                           SOUTHERN FINANCIAL BANCORP

BALTIMORE: (April 21, 2004) - Provident Bankshares Corporation (NASDAQ:PBKS),
the parent company of Provident Bank, today reported $12.9 million in net income
or $0.51 per diluted share, for the first quarter of 2004. Also today,
Provident's shareholders approved the Company's merger with Southern Financial
Bancorp, Inc.

The Company continued to focus on key strategies to grow its regional banking
business and continue expansion into the Virginia and Washington metropolitan
regions, while maintaining strong asset quality. Successful execution of these
strategies drove total average core loans for the quarter up $345 million, or
20%, over last year. Asset quality remained high, with net loan charge-offs
declining 33%, to 23 basis points, and non-performing loans declining 13%, to
$18.9 million, from the same quarter last year.

Core deposit growth was also solid with average demand and money market deposit
balances increasing 16% and 8%, respectively.

FIRST QUARTER FINANCIAL HIGHLIGHTS

o   Diluted earnings per share was $0.51, an 8.5% increase from the $0.47 posted
    in the first quarter 2003
o   Net income was $12.9 million for the quarter, up from $11.8 million
    reported in the same quarter last year
o   Return on average equity was 15.62%, up from 15.02% in the first quarter
    2003
o   Return on average assets was 0.99%, up from 0.98% in the first quarter 2003
o   Average core loans increased $345 million, or 20%, from the 2003 first
    quarter
o   Average core deposits increased $103 million, or 4%, from the 2003 first
    quarter
o   Non-interest income (excluding net gains) grew 7% from the comparable period
    in 2003
o   Asset quality remained strong as net charge-offs as a percentage of average
    loans declined 33% to 23 basis points from 38 basis points last year, and
    non-performing loans declined $2.7 million, or 13%, from one year ago
o   Capital ratios remained strong, with the leverage ratio at 8.56% and total
    risk-based capital at 15.38%



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FIRST QUARTER RESULTS

Provident Bankshares reported net income for the quarter ending March 31, 2004
of $12.9 million, an increase of 9.2% over the first quarter of 2003. This
represents earnings of $0.51 per diluted share, an increase of 8.5% over the
2003 first quarter.

Return on average equity was 15.62% for the first quarter 2004, up from 15.02%
in the same quarter a year ago. Return on average assets was 0.99%, up from
0.98% for the comparable period last year.

The net interest margin on a tax equivalent basis was 3.19%, compared to 3.18%
for the first quarter 2003.

Average core loans increased 20% over the first quarter of 2003, driven by
strong loan demand in both the commercial and consumer business segments.
Average core commercial real estate loans grew $129 million, or 23%, while core
commercial and industrial loans grew $44 million, or 13%. Average core consumer
loans rose $172 million, or 20%, despite the high level of refinancing activity
that took place in the home equity and marine loan portfolios.

Average core deposits grew by $103 million, or 4%, over last year. Demand and
money market deposit growth was particularly strong at $137 million and $33
million, respectively.

Core loans include all loans except purchased loans, participations outside the
Bank's defined market area, and Provident-originated loans from discontinued
product lines. Provident's core deposits include all deposits except brokered
deposits.

Non-interest income, excluding net gains, grew to $22.8 million, up from $21.3
million in the first quarter 2003. Provident also continued to post solid fee
income growth. Total deposit service fees increased $1.2 million, or 7%, over
the 2003 first quarter, driven by growth in commercial and consumer deposit
accounts and transaction volume.

Total non-performing loans at March 31, 2004 were $18.9 million, down $2.7
million, or 13%, from the same quarter last year. Net charge-offs declined 33%,
from $2.4 million to $1.6 million, and the allowance for loan losses, at 1.28%
of period-end loans, was approximately 200% of non-performing loans.
Substantially all of the non-performing loans have been reduced to their
recoverable value and are secured by residential real estate.

Capital ratios remained sound. The leverage ratio increased to 8.56%, compared
to 7.51% in the first quarter of 2003. Total risk-based capital increased to
15.38%, up from 13.23% at first quarter end 2003.

SOUTHERN FINANCIAL BANCORP INC. MERGER

Maryland law requires the affirmative vote of at least two-thirds of the
Company's outstanding shares to approve a proposed merger. Provident
shareholders today provided that approval for the Company's proposed merger with
Southern Financial Bancorp. Southern Financial's shareholders meeting to vote on
the transaction will take place on April 29, 2004.


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On November 3, 2003 Provident Bankshares Corporation and Southern Financial
Bancorp, Inc. announced a strategic merger which will strengthen Provident's
commercial banking market position in Virginia and metropolitan Washington, and
provide the opportunity to expand the Company's consumer banking presence into
central and eastern Virginia. Management is considering strategic alternatives
related to the Norfolk/Tidewater area branches. Transition and integration
activities are in process and on schedule, as are the necessary SEC and
regulatory filings and notices. The transaction is expected to close on April
30, 2004.

SECOND QUARTER CAPITAL RECOVERY AND OPTIMIZATION PLAN

During the past three years, the transition of Provident's balance sheet to core
assets and liabilities has emphasized a reduction in non-core loans and non-core
deposits. Post-acquisition, the Company will decrease the size of the investment
portfolio in relation to total assets, in addition to planned reductions in
non-core loans. Management believes the consolidation of Provident's and
Southern's balance sheets provides the opportunity to achieve this reduction in
non-core balances more quickly and efficiently. The objective of the balance
sheet transition is to improve the Company's financial fundamentals;
specifically, improvement in return on assets, net interest margin and capital
ratios.

After the merger, and contingent upon its completion, management will accomplish
the balance sheet consolidation by reducing mortgage-backed securities by $420
million and Federal Home Loan Bank and other borrowings by $420 million. As a
result, pre-tax earnings for the full year 2004 are expected to be reduced by
$10 million, or $0.22 per share after-tax. Of the $10 million, $8.3 million, or
$0.18 per share after-tax, will be a result of losses on the debt and security
transactions and $1.7 million will be a result of lower net interest income. The
attached table presents a summary of the quarterly and annual impact of this
activity for 2004 and 2005.

DIVIDEND DECLARED

Provident Bankshares announced today that its Board of Directors has declared a
quarterly cash dividend of $0.25 per share. This is the forty-second consecutive
quarterly dividend increase. The quarterly cash dividend will be paid on May 14,
2004 to stockholders of record at the close of business on May 3, 2004.

MANAGEMENT COMMENT

Commenting on the Company's first quarter performance, Chairman and CEO Gary N.
Geisel said, "I am pleased to announce that Provident Bankshares Corporation
shareholders today approved our merger with Southern Financial Bancorp. We
believe the combined Provident-Southern franchise will become a regional banking
powerhouse that can respond equally well to the needs of both consumer and
commercial customers. As a larger, more geographically diverse organization,
Provident will continue to provide the products and services of our largest
competitors, while delivering the level of service found in only the best
community banks.

This merger presents very exciting growth opportunities for us, but we also just
completed another strong and balanced quarter at Provident Bank. We saw steady
growth in our core loan and deposit balances, in our consumer and commercial
business lines and in our Baltimore and Washington metropolitan markets.
Provident's financial accomplishments continue to be the result of the
consistent execution of our fundamental business strategies."



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KEY BUSINESS STRATEGIES CONTINUE TO DRIVE RESULTS

Continued commitment to its key business strategies enabled Provident to post
positive results in the first quarter, despite economic and geopolitical
uncertainty. The Bank is well positioned for solid performance throughout 2004.

Provident's key business strategies are:

o    BROADEN PRESENCE AND CUSTOMER BASE IN THE VIRGINIA AND WASHINGTON
     METROPOLITAN MARKETS

     Provident continued to increase its production from these key expansion
     areas. Average commercial and consumer deposits grew by 31% and 3%,
     respectively. Consumer transaction account balances increased from $121
     million in the first quarter of last year to $151 million in the current
     quarter. This represents growth of 25%. Provident grew its number of
     transaction accounts in these markets by over 3,000 accounts, or 12%,
     over the first quarter of last year. Average money market deposits grew 8%
     while time deposits (primarily certificates of deposit) declined 14%.

     In the current quarter, Provident achieved 72% growth in average core
     consumer loan balances over the first quarter of 2003 in the Washington
     market, evidencing its ability to capture consumer loan demand in this
     market.

o    GROW COMMERCIAL BUSINESS IN MARYLAND AND VIRGINIA

     Strong commercial deposit growth occurred with transaction account balances
     growing 19%, and money market balances growing 36%. Average core commercial
     loan demand remained strong with Provident growing its average core
     commercial portfolio by 19%.

o    FOCUS RESOURCES ON GROWTH IN CORE BUSINESS LINES

     Core banking operations continued to drive Provident's positive results.
     Average core loans now comprise 74% of total loans, up $345 million, or
     20%, over the first quarter 2003.

     Average core consumer loan balances increased $172 million, or 20%, over
     the 2003 first quarter. Provident's expertise in marine and home equity
     lending resulted in average marine loan and home equity balances increasing
     8% and 39%, respectively, over the same quarter last year.

     Average core commercial loans increased 19%, or $173 million, from the 2003
     first quarter and the average non-core commercial loan portfolio continued
     to decrease, averaging $28 million for the quarter, down 44% from the same
     quarter in 2003.

     Despite a decrease in core certificate of deposit balances of 15%, average
     core deposit balances continued their steady growth, increasing $103
     million, or 4%, driven by a 16% increase in demand deposit balances.
     Non-core deposits (brokered deposits) posted a significant decline of $179
     million, or 45%. Average core deposits now represent 93% of total deposits,
     up from 87% in the first quarter 2003.



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o     IMPROVE FINANCIAL FUNDAMENTALS

      Return on average assets was 0.99%, up from 0.98% in the first quarter
      2003, and return on equity was 15.62%, up from 15.02% for the first
      quarter last year. The leverage ratio was 8.56% and total risk-based
      capital was 15.38%.

      Asset quality remained strong, with non-performing loans decreasing $2.7
      million to $18.9 million at March 31, 2004. Net charge-offs also decreased
      to $1.6 million, a 33% decline from the first quarter last year. The
      current allowance for loans represents 5.6 times the quarter's annualized
      charge-off rate to average loans.

OUTLOOK FOR THE FUTURE

Commenting on the future for Provident Bankshares, Chairman and CEO Gary N.
Geisel added, "We are excited about our ability with the Southern Financial
merger to accelerate the transition to a balance sheet that is more reflective
of our core strategies, as well as the improvement to financial fundamentals
that will follow. We will be holding the total balance sheet relatively flat as
we grow core loans and reduce non-core assets."

Provident Bankshares Corporation is the holding company for Provident Bank, the
second largest independent commercial bank headquartered in Maryland. With $5.3
billion in assets, Provident serves individuals and businesses in the dynamic
Baltimore-Washington corridor through a network of 118 offices in Maryland,
Virginia, and southern York County, PA. Provident Bank also offers related
financial services through wholly owned subsidiaries. Securities brokerage,
investment management and related insurance services are available through
Provident Investment Center and leases through Court Square Leasing and
Provident Lease Corp. Visit Provident on the web at www.provbank.com.

SPECIAL NOTE: Provident Bankshares Corporation's first quarter earnings
teleconference will be webcast at 10:00 a.m. (EDT) on Thursday, April 22, 2004.
The webcast can be accessed on the Provident website at www.provbank.com. The
webcast will include discussions of the most recent quarter's results of
operations and may include forward-looking information such as guidance on
future results. A replay of the webcast will be available until April 30, 2004.
An audio replay of the webcast will also be available until 11:59 p.m. April 29,
2004 at 1-800-428-6051, passcode ID 346317. Supplemental financial information
will be posted on the Provident website today and on Thursday, April 22 in
conjunction with the webcast and can be accessed by selecting the link to
Corporate Information and Investor Relations and then selecting the link to
Financial Reports.
###

PROVIDENT BANKSHARES CORPORATION AND SOUTHERN FINANCIAL BANCORP, INC. HAVE FILED
A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE
MERGER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC").

WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.

INVESTORS ARE ABLE TO OBTAIN THESE DOCUMENTS FREE OF CHARGE AT THE SEC'S WEB
SITE (WWW.SEC.GOV). IN ADDITION, DOCUMENTS FILED WITH THE SEC BY PROVIDENT
BANKSHARES CORPORATION WILL BE AVAILABLE FREE OF CHARGE FROM THE INVESTOR
RELATIONS DEPARTMENT AT PROVIDENT BANKSHARES CORPORATION, 114 EAST LEXINGTON
STREET, BALTIMORE, MARYLAND 21202. DOCUMENTS FILED WITH THE SEC BY SOUTHERN
FINANCIAL BANCORP, INC. WILL BE AVAILABLE FREE OF CHARGE FROM THE INVESTOR
RELATIONS DEPARTMENT AT SOUTHERN FINANCIAL BANCORP, INC., 37 EAST MAIN STREET,
WARRENTON, VIRGINIA 20186.


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THE DIRECTORS, EXECUTIVE OFFICERS, AND CERTAIN OTHER MEMBERS OF MANAGEMENT OF
PROVIDENT BANKSHARES CORPORATION AND SOUTHERN FINANCIAL BANCORP, INC. MAY BE
SOLICITING PROXIES IN FAVOR OF THE MERGER FROM THE COMPANIES' RESPECTIVE
SHAREHOLDERS. FOR INFORMATION ABOUT THESE DIRECTORS, EXECUTIVE OFFICERS, AND
MEMBERS OF MANAGEMENT, SHAREHOLDERS ARE ASKED TO REFER TO THE MOST RECENT PROXY
STATEMENTS ISSUED BY THE RESPECTIVE COMPANIES, WHICH ARE AVAILABLE ON THEIR WEB
SITES AND AT THE ADDRESSES PROVIDED IN THE PRECEDING PARAGRAPH.

THIS PRESS RELEASE, AS WELL AS OTHER WRITTEN COMMUNICATIONS MADE FROM TIME TO
TIME BY PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES (THE "COMPANY")
(INCLUDING, WITHOUT LIMITATION, THE COMPANY'S 2003 ANNUAL REPORT TO
STOCKHOLDERS) AND ORAL COMMUNICATIONS MADE FROM TIME TO TIME BY AUTHORIZED
OFFICERS OF THE COMPANY, MAY CONTAIN STATEMENTS RELATING TO THE FUTURE RESULTS
OF THE COMPANY (INCLUDING CERTAIN PROJECTIONS AND BUSINESS TRENDS) THAT ARE
CONSIDERED "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (THE PSLRA). SUCH FORWARD-LOOKING STATEMENTS MAY
BE IDENTIFIED BY THE USE OF SUCH WORDS AS "BELIEVE," "EXPECT," "ANTICIPATE,"
"SHOULD," "PLANNED," "ESTIMATED," "INTEND" AND "POTENTIAL." EXAMPLES OF
FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, POSSIBLE OR ASSUMED
ESTIMATES WITH RESPECT TO THE FINANCIAL CONDITION, EXPECTED OR ANTICIPATED
REVENUE, AND RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY, INCLUDING WITH
RESPECT TO EARNINGS GROWTH; REVENUE GROWTH IN CONSUMER BANKING, LENDING AND
OTHER AREAS; ORIGINATION VOLUME IN THE COMPANY'S CONSUMER, COMMERCIAL AND OTHER
LENDING BUSINESSES; ASSET QUALITY AND LEVELS OF NON-PERFORMING ASSETS; CURRENT
AND FUTURE CAPITAL MANAGEMENT PROGRAMS; NON-INTEREST INCOME LEVELS, INCLUDING
FEES FROM SERVICES AND PRODUCT SALES; TANGIBLE CAPITAL GENERATION; MARKET SHARE;
EXPENSE LEVELS; AND OTHER BUSINESS OPERATIONS AND STRATEGIES. FOR THESE
STATEMENTS, THE COMPANY CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR
FORWARD-LOOKING STATEMENTS CONTAINED IN THE PSLRA.

THE COMPANY CAUTIONS YOU THAT A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED IN ANY
FORWARD-LOOKING STATEMENT. SUCH FACTORS INCLUDE, BUT ARE NOT LIMITED TO:
PREVAILING ECONOMIC AND GEOPOLITICAL CONDITIONS; CHANGES IN INTEREST RATES, LOAN
DEMAND, REAL ESTATE VALUES AND COMPETITION, WHICH CAN MATERIALLY AFFECT, AMONG
OTHER THINGS, CONSUMER BANKING REVENUES, REVENUES FROM SALES ON NON-DEPOSIT
INVESTMENT PRODUCTS, ORIGINATION LEVELS IN THE COMPANY'S LENDING BUSINESSES AND
THE LEVEL OF DEFAULTS, LOSSES AND PREPAYMENTS ON LOANS MADE BY THE COMPANY,
WHETHER HELD IN PORTFOLIO OR SOLD IN THE SECONDARY MARKETS; CHANGES IN
ACCOUNTING PRINCIPLES, POLICIES, AND GUIDELINES; CHANGES IN ANY APPLICABLE LAW,
RULE, REGULATION OR PRACTICE WITH RESPECT TO TAX OR LEGAL ISSUES; RISKS AND
UNCERTAINTIES RELATED TO ACQUISITIONS AND RELATED INTEGRATION AND RESTRUCTURING
ACTIVITIES; AND OTHER ECONOMIC, COMPETITIVE, GOVERNMENTAL, REGULATORY AND
TECHNOLOGICAL FACTORS AFFECTING THE COMPANY'S OPERATIONS, PRICING, PRODUCTS AND
SERVICES. THE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF THIS REPORT,
AND, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR REGULATION, THE COMPANY
ASSUMES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS OR TO UPDATE THE
REASONS WHY ACTUAL RESULTS COULD DIFFER FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS.

IN THE EVENT THAT ANY NON-GAAP FINANCIAL INFORMATION IS DESCRIBED IN ANY WRITTEN
COMMUNICATION, INCLUDING THIS PRESS RELEASE, OR IN OUR TELECONFERENCE, PLEASE
REFER TO THE SUPPLEMENTAL FINANCIAL TABLES INCLUDED WITH THIS RELEASE AND ON OUR
WEBSITE FOR THE GAAP RECONCILIATION OF THIS INFORMATION.


                                  TABLES FOLLOW




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PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
FINANCIAL SUMMARY
(dollars in thousands,except per share data)                       Three Months Ended                   Three Months Ended
                                                                        March 31,                           December 31,
                                                        -----------------------------------------    -------------------------
                                                              2004         2003         % Change         2003        % Change
                                                        -------------  -------------  -----------    -------------  ----------
                                                                                                         
SUMMARY OF OPERATIONS:
Net income                                               $    12,875    $    11,785          9.2 %    $    14,167        (9.1)%
Net interest income                                           38,723         35,627          8.7           38,417         0.8
Provision for loan losses                                      2,174          1,760         23.5            1,975        10.1
Non-interest income                                           23,583         22,591          4.4           24,799        (4.9)
Net gains                                                        816          1,247        (34.6)             520        56.9
Non-interest income (excluding net gains)                     22,767         21,344          6.7           24,279        (6.2)
Non-interest expense                                          40,827         39,050          4.6           39,767         2.7
Income tax expense                                             6,430          5,623         14.4            7,307       (12.0)

SHARE DATA:
Basic earnings per share                                 $      0.52    $      0.48          8.3 %    $      0.58       (10.3)%
Diluted earnings per share                                      0.51           0.47          8.5             0.56        (8.9)
Cash dividends paid per share                                  0.245          0.225          8.9             0.24         2.1
Book value per share                                           13.91          13.27          4.8            13.22         5.2
Weighted average shares - basic                           24,664,213     24,384,142          1.1       24,530,346         0.5
Weighted average shares - diluted                         25,350,116     25,053,638          1.2       25,227,584         0.5
Common shares outstanding                                 24,759,037     24,408,774          1.4       24,562,273         0.8

END OF PERIOD BALANCES:
Investment securities portfolio                          $ 2,127,047    $ 2,229,246         (4.6)%    $ 2,086,510         1.9 %
Total loans                                                2,829,936      2,462,022         14.9        2,784,546         1.6
Assets                                                     5,268,743      5,013,492          5.1        5,207,848         1.2
Deposits                                                   3,202,318      3,273,017         (2.2)       3,079,549         4.0
Stockholders' equity                                         344,470        323,988          6.3          324,765         6.1
Common stockholders' equity                                  342,511        307,862         11.3          331,354         3.4

AVERAGE BALANCES:
Investment securities portfolio                          $ 2,093,314    $ 2,049,951          2.1 %    $ 2,028,690         3.2 %
Loans:
  Core consumer                                            1,017,510        845,072         20.4          983,533         3.5
  Core commercial business                                   386,264        342,097         12.9          352,016         9.7
  Core commercial real estate                                689,700        561,085         22.9          667,482         3.3
    Total core loans                                       2,093,474      1,748,254         19.7        2,003,031         4.5
  Non-core consumer                                          688,572        701,449         (1.8)         702,248        (1.9)
  National syndicated loans                                   28,008         49,845        (43.8)          26,183         7.0
    Total non-core loans*                                    716,580        751,294         (4.6)         728,431        (1.6)
Total loans                                                2,810,054      2,499,548         12.4        2,731,462         2.9
Earning assets                                             4,909,109      4,560,447          7.6        4,769,095         2.9
Assets                                                     5,230,786      4,883,827          7.1        5,097,202         2.6
  Core deposits                                            2,852,347      2,749,150          3.8        2,825,439         1.0
  Non-core deposits (brokered deposits)                      218,863        398,018        (45.0)         235,371        (7.0)
Total deposits                                             3,071,210      3,147,168         (2.4)       3,060,810         0.3
Stockholders' equity                                         331,538        318,157          4.2          311,838         6.3
Common stockholders' equity                                  332,423        302,380          9.9          321,249         3.5

SELECTED RATIOS:
Return on average assets                                        0.99 %         0.98 %                        1.10 %
Return on average equity                                       15.62          15.02                         18.02
Return on average common equity                                15.58          15.81                         17.50
Net yield on average earning assets (t/e basis)                3.19            3.18                          3.21
Efficiency ratio                                               66.18          68.33                         63.27
Leverage ratio                                                 8.56            7.51                          8.49
Tier I risk-based capital ratio                                13.47          12.15                         13.28
Total risk-based capital ratio                                 15.38          13.23                         15.32

* Includes purchased loans, syndicated loans outside the Bank's normal lending area and loans from discontinued product lines.




 8




PROVIDENT BANKSHARES/SOUTHERN FINANCIAL BANCORP MERGER
CAPITAL RECOVERY AND OPTIMIZATION PLAN
Pro-forma Changes and Amounts

(dollars in thousands, except per share data)                                             2004
                                                   ---------------------------------------------------------------------------------

                                                      1st Qtr           2nd Qtr          3rd Qtr           4th Qtr       Full Year
                                                      -------           -------          -------           -------       ---------
                                                                                                         
Average asset/funding reduction                    $         -       $  (241,642)     $  (460,624)       $ (529,359)    $  (308,929)
Average earning assets                             $ 4,909,109       $ 5,578,609      $ 5,938,801        $6,047,219     $ 5,620,481
Investments/avg. earning assets                             43%               38%              38%               37%             39%
Wholesale funding/avg. earning assets                       41%               37%              38%               40%             39%

PRO-FORMA CHANGES

   Leverage ratio                                                           0.25%            0.46%             0.52%           0.52%
   Tangible capital ratio                                                   0.20%            0.26%             0.24%           0.24%
   Net interest income                                               $      (119)     $      (726)       $     (845)    $    (1,690)
   Provision for loan losses                                         $         -      $         -        $        -     $         -
   Non-interest income                                               $    (8,264)     $       (50)       $      (50)    $    (8,364)
   Pre-tax income                                                    $    (8,383)     $      (776)       $     (895)    $   (10,054)
   Earnings per share                                                $     (0.18)     $     (0.02)       $    (0.02)    $     (0.22)

   Return on assets                                                        -0.33%            0.05%             0.06%          -0.06%
   Return on common equity                                                 -4.49%           -0.22%            -0.24%          -1.23%
   Net interest margin                                                      0.13%            0.21%             0.24%           0.15%


                                                                                          2005
                                                   ---------------------------------------------------------------------------------

                                                      1st Qtr           2nd Qtr          3rd Qtr           4th Qtr       Full Year
                                                      -------           -------          -------           -------       ---------

Average asset/funding reduction                    $  (527,266)      $  (526,516)     $  (531,340)       $ (526,821)    $  (527,994)
Average earning assets                             $ 6,088,564       $ 6,079,906      $ 6,087,235        $6,118,579     $ 6,093,636
Investments/avg. earning assets                             36%               35%              34%               32%             34%
Wholesale funding/avg. earning assets                       39%               37%              36%               35%             37%

PRO-FORMA CHANGES

   Leverage ratio                                         0.48%             0.49%            0.49%             0.49%           0.49%
   Tangible capital ratio                                 0.31%             0.23%            0.33%             0.20%           0.20%
   Net interest income                             $      (975)      $      (973)     $      (963)       $     (954)    $    (3,864)
   Provision for loan losses                       $        (8)      $      (332)     $      (315)       $     (298)    $      (953)
   Non-interest income                             $       (50)      $       (50)     $       (50)       $      (50)    $      (200)
   Pre-tax income                                  $    (1,017)      $      (691)     $      (698)       $     (706)    $    (3,111)
   Earnings per share                              $     (0.02)      $     (0.01)     $     (0.01)       $    (0.01)    $     (0.06)

   Return on assets                                       0.04%             0.06%            0.06%             0.07%           0.06%
   Return on common equity                               -0.30%            -0.13%           -0.12%            -0.10%          -0.16%
   Net interest margin                                    0.23%             0.23%            0.24%             0.24%           0.23%