Provident Financial Services, Inc. Announces Quarterly Earnings
and Declares Quarterly Cash Dividend


JERSEY  CITY,  NJ,  October  25,  2004  -  Provident  Financial  Services,  Inc.
(NYSE:PFS)  (the  "Company")  reported net income of $13.3 million for the three
months  ended  September  30, 2004 and $32.2  million for the nine months  ended
September 30, 2004,  compared to $8.1 million and $10.5  million,  respectively,
for the same  periods in 2003.  Basic and diluted  earnings per share were $0.19
for the quarter and $0.54 for the nine months ended September 30, 2004, compared
to basic and  diluted  earnings  per share of $0.14 and $0.16 for third  quarter
2003 and for the period from January 15, 2003,  the date of the Company's  stock
conversion,  through  September 30, 2003,  respectively.  Earnings and per share
data for  2004  reflected  the  impact  of the  Company's  acquisition  of First
Sentinel  Bancorp,  Inc.  ("First  Sentinel")  from July 14, 2004,  the date the
acquisition was completed. Third quarter 2004 earnings were impacted by one-time
expenses related to the merger and integration of First Sentinel's operations of
approximately  $870  thousand,  net of tax. Net income for the nine months ended
September 30, 2003  reflected  the one-time  expense  associated  with the $15.6
million net of tax contribution to The Provident Bank Foundation.

Paul M.  Pantozzi,  Chairman  and Chief  Executive  Officer,  commented,  "Third
quarter results confirm that our acquisition of First Sentinel has significantly
enhanced the performance  capabilities of the Company's  franchise.  Through the
efforts of many dedicated  employees,  including the newest members of our team,
the process of  integrating  operations  and systems has proceeded  according to
expectations and is now substantially complete. The addition of a loyal customer
base in one of New Jersey's best markets allows us to more  effectively  execute
our  proven  business  model  of  building  relationships  with our  retail  and
commercial  clients.  We continue to drive toward our  strategic  objectives  of
improving  operating  efficiency,  maximizing  core  deposits  and  building our
commercial loan portfolios. "

Declaration  of Quarterly Dividend

On October 21, 2004, the Company's Board of Directors  declared a quarterly cash
dividend of $0.06 per common share. The dividend is payable on November 30, 2004
to stockholders of record as of the close of business on November 12, 2004.

Balance Sheet Summary

Total  assets grew to $6.54  billion at September  30,  2004,  compared to $4.28
billion at December  31,  2003,  with the  increase  primarily  due to the First
Sentinel  acquisition and internal  growth in the Company's loan portfolio.  The
fair value of assets  acquired in the First Sentinel  transaction  totaled $2.57
billion at July 14, 2004,  while deposits and borrowings  assumed  totaled $1.36
billion and $566.5 million, respectively.

The Company's net loans  increased  $308.8  million,  or 13.9%,  during the nine
months ended September 30, 2004,  excluding $1.18 billion in loans added through
the First  Sentinel  acquisition.  Internal loan growth  highlights for the nine
month period  ended  September  30, 2004  included an $86.2  million,  or 34.4%,
increase  in  commercial  and  industrial  loans,  an $85.8  million,  or 28.7%,
increase in consumer  loans,  and a $124.0 million,  or 7.9%,  increase in loans
secured by real estate. The increase in consumer loans was largely  attributable
to an increase in indirect auto loans,  as well as fixed-rate  home equity loans
and home equity lines of credit.

Excluding  $744.5  million of  investments  acquired  through the First Sentinel
acquisition,  total investments  decreased $469.9 million,  or 28.1%, during the
nine months ended September 30, 2004. Proceeds from investment sales, maturities
and  scheduled  cash flows were used to fund loan growth and the cash portion of
the acquisition consideration.

Core  deposits  increased  $52.9  million,  or 3.0%,  for the nine months  ended
September 30, 2004,  excluding $858.9 million in core deposits  acquired through
the First Sentinel  acquisition.  Total deposits were $4.09 billion at September
30, 2004, with core deposits representing 65.4% of total deposits. The Company's
continued  emphasis on core account  generation  has  contributed to an 18 basis
point  reduction  in the cost of  interest-bearing  deposits  to 1.29% for third
quarter 2004 compared to 1.47% for third quarter 2003.  Compared to the trailing
quarter,  the cost of  deposits  decreased  six basis  points from 1.35% for the
second quarter.

Common stock  repurchases for the three and nine months ended September 30, 2004
totaled  2.9  million  shares at an  average  cost of  $17.58  per share and 3.2
million  shares  at an  average  cost of  $17.76  per  share,  respectively.  An
additional 738 thousand shares remain eligible for repurchase  under the current
common stock  repurchase  authorization.  At September 30, 2004,  book value per
share and tangible book value per share totaled $15.00 and $9.32, respectively.

<page>

Results of Operations

Net Interest Margin

The net interest margin increased 29 basis points to 3.43% for the quarter ended
September  30,  2004  compared  with  3.14% for the same  period  in 2003.  This
represented  an  increase of 15 basis  points  versus the  trailing  quarter net
interest  margin  of  3.28%.   Purchase   accounting   adjustments   contributed
approximately  14 basis points to the net interest  margin for the quarter ended
September 30, 2004. The weighted  average rate for  interest-earning  assets was
4.89% for the three months ended  September 30, 2004 compared with 4.48% for the
three months ended  September 30, 2003 and 4.58% for the trailing  quarter.  The
weighted average rate for interest-bearing liabilities was 1.70% for the quarter
ended September 30, 2004,  compared with 1.75% for the third quarter of 2003 and
1.69% for the quarter ended June 30, 2004.

The net interest margin  increased six basis points to 3.41% for the nine months
ended  September 30, 2004  compared with 3.35% for the same period in 2003.  The
weighted average rate for interest-earning  assets was 4.77% for the nine months
ended September 30, 2004 compared with 4.82% for the nine months ended September
30, 2003. The weighted average rate for  interest-bearing  liabilities was 1.69%
for the nine months ended  September 30, 2004,  compared with 1.95% for the same
period in 2003.

Non-Interest Income

Non-interest  income  totaled $8.2 million for the quarter and $22.6 million for
the nine  months  ended  September  30,  2004,  representing  increases  of $1.4
million,  or 21.5%, and $5.2 million,  or 30.0%,  respectively,  compared to the
same periods in 2003. Fee income from retail deposits increased $1.4 million, or
32.9%, to $5.8 million for the three months ended  September 30, 2004,  compared
to $4.3  million for the three  months ended  September  30, 2003.  For the nine
months ended September 30, 2004, fee income from retail deposits  increased $3.2
million,  or 26.2%,  to $15.2  million  compared  to $12.0  million for the same
period in 2003.  The  increase in deposit fees was largely  attributable  to the
implementation of an overdraft privilege product in late 2003.

Non-Interest Expense

For the three months ended September 30, 2004,  non-interest  expense  increased
$8.6 million or 33.5% to $34.3  million  compared to $25.7 million for the three
months ended  September 30, 2003. For the three months ended September 30, 2004,
compensation and benefits expense  increased $3.7 million compared with the same
period in 2003,  primarily  as a result of the addition of some staff from First
Sentinel,   increases  in  stock-based  compensation  and  executive  severance.
Amortization  of  intangibles  increased  $1.1  million  for the  quarter  ended
September 30, 2004 compared with the same period in 2003,  primarily as a result
of amortization of the core deposit  intangible  recorded in connection with the
First Sentinel  acquisition.  Additional  increases in occupancy expense of $1.1
million,  advertising  expense of $791 thousand and data  processing  expense of
$490 thousand for the quarter ended  September 30, 2004,  compared with the same
period in 2003, are also due primarily to the acquisition and integration of the
First Sentinel operations.

For the nine months ended  September 30, 2004,  non-interest  expense  decreased
$10.9 million or 11.1% to $87.1  million  compared to $98.0 million for the nine
months  ended  September  30,  2003.  A $24.0  million  decrease  in  charitable
contributions  associated with the formation of The Provident Bank Foundation in
early 2003 was  partially  offset by increases in  compensation  expense of $7.6
million, including stock-based compensation and executive severance. Advertising
expense  increased  $2.3 million for the nine months ended  September  30, 2004,
compared  with the same  period  in 2003,  as a result  of  increased  marketing
efforts in support of the Company's  focus on core deposit and loan  generation,
as well as the cost of customer  communications  associated with the integration
of the First Sentinel business. Occupancy expense increased $1.8 million for the
nine months  ended  September  30, 2004  compared  with the same period in 2003,
primarily as a result of the additional 22 branch locations obtained through the
First Sentinel acquisition.

Asset Quality

The Company continues to emphasize asset quality.  Total non-performing loans as
of  September  30,  2004 were $4.9  million or 0.13% of loans  compared  to $4.0
million or 0.17% of total  loans at June 30,  2004 and $5.8  million or 0.28% of
total loans at September 30, 2003.

About the Company

Provident  Financial  Services,  Inc. is the holding  company for The  Provident
Bank.  Founded in 1839,  the Bank  currently  operates 77 full service  branches
throughout northern and central New Jersey.

<page>

Post Earnings Conference Call

Representatives  of the Company  will hold a  conference  call for  investors at
10:00 a.m.  Eastern Time on Monday October 25, 2004 regarding  highlights of the
Company's  third  quarter 2004  financial  results.  The call can be accessed by
dialing 1-800-237-9752 (Domestic) or 1-617-847-8706  (International) and stating
the pass code number:  94742996.  Internet  access to the call is also available
(listen only) at www.providentnj.com by going to Investor Relations and clicking
on Webcast.

Forward Looking Statements

Certain statements contained herein are "forward-looking  statements" within the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act  of  1934.  Such  forward-looking  statements  may  be
identified  by  reference  to a  future  period  or  periods,  or by the  use of
forward-looking  terminology,   such  as  "may,"  "will,"  "believe,"  "expect,"
"estimate,"  "anticipate,"  "continue,"  or similar terms or variations on those
terms, or the negative of those terms. Forward-looking statements are subject to
numerous risks and uncertainties,  including,  but not limited to, those related
to the  economic  environment,  particularly  in the  market  areas in which the
Company operates, competitive products and pricing, fiscal and monetary policies
of the U.S. Government,  changes in government  regulations  affecting financial
institutions,  including  regulatory fees and capital  requirements,  changes in
prevailing  interest  rates,   acquisitions  and  the  integration  of  acquired
businesses,  credit risk management,  asset-liability  management, the financial
and securities markets and the availability of and costs associated with sources
of liquidity.

The Company  wishes to caution  readers not to place undue  reliance on any such
forward-looking  statements,  which speak only as of the date made.  The Company
wishes  to advise  readers  that the  factors  listed  above  could  affect  the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current  statements.  The Company does not
undertake  and  specifically  declines any  obligation  to publicly  release the
result of any revisions,  which may be made to any forward-looking statements to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

<page>
                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      Consolidated Statements of Condition
              September 30, 2004 (Unaudited) and December 31, 2003
                             (Dollars in Thousands)


                            Assets                                      September 30, 2004              December 31, 2003
                                                                 --------------------------------- ----------------------------
                                                                                           
Cash and due from banks                                         $                       134,553  $                   106,228
Federal funds sold                                                                        4,000                          --
Short-term investments                                                                   11,823                       69,624
                                                                 --------------------------------- ----------------------------
                  Total cash and cash equivalents                                       150,376                      175,852
                                                                 --------------------------------- ----------------------------
Investment securities (market value of $465,122
        (unaudited) and $524,429 at September 30, 2004
        and December 31, 2003, respectively)                                            458,885                      517,789
Securities available for sale, at fair value                                          1,485,283                    1,151,829
Federal Home Loan Bank stock                                                             52,464                       34,585

Loans                                                                                 3,743,686                    2,237,367
        Less allowance for loan losses                                                   33,630                       20,631
                                                                 --------------------------------- ----------------------------
                  Net loans                                                           3,710,056                    2,216,736
                                                                 --------------------------------- ----------------------------
Other real estate owned, net                                                                 32                           41
Banking premises and equipment, net                                                      64,758                       46,741
Accrued interest receivable                                                              24,343                       16,842
Intangible assets                                                                       429,570                       23,938
Bank owned life insurance                                                               104,648                       71,506
Other assets                                                                             59,567                       29,019
                                                                 --------------------------------- ----------------------------
                  Total assets                                  $                     6,539,982  $                 4,284,878
                                                                 ================================= ============================
             Liabilities and Stockholders' Equity
Deposits:
        Demand deposits                                         $                     1,113,028  $                   774,988
        Savings deposits                                                              1,561,614                      987,877
        Certificates of deposit of $100,000 or more                                     250,233                      148,306
        Other time deposits                                                           1,167,120                      784,805
                                                                 --------------------------------- ----------------------------
                  Total deposits                                                      4,091,995                    2,695,976

Mortgage escrow deposits                                                                 14,876                       11,061
Borrowed funds                                                                        1,239,239                      736,328
Subordinated debentures                                                                  27,286                          --
Other
liabilities                                                                              31,984                       24,394
                                                                 --------------------------------- ----------------------------
                  Total liabilities                                                   5,405,380                    3,467,759
                                                                 --------------------------------- ----------------------------
Stockholders' Equity:
Preferred stock, $0.01 par value,
  50,000,000 shares authorized, none issued                                                 --                            --
Common stock, $0.01 par value, 200,000,000 shares authorized,
  79,879,017 shares issued and 75,616,638 shares outstanding at
  September 30, 2004 and 61,538,300 shares issued and
  60,600,100 shares outstanding at December 31, 2003,
  Respectively                                                                              799                          615
Additional paid-in capital                                                              959,339                      606,541
Retained earnings                                                                       345,163                      324,250
Accumulated other comprehensive income                                                    4,704                        6,416
Treasury stock at cost  (3,228,742 shares at September 30, 2004)                        (57,327)                         --
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                        (76,477)                     (78,816)
Common Stock acquired by the Stock Award Plan                                           (41,599)                     (41,887)
Common Stock acquired by the Directors' Deferred Fee Plan
  (700,841 shares at September 30, 2004)                                                (13,379)                         --
Deferred compensation - Directors' Deferred Fee Plan                                     13,379                          --
                                                                  -------------------------------- ----------------------------
                  Total stockholders' equity                                          1,134,602                      817,119
                                                                  -------------------------------- ----------------------------
                  Total liabilities and stockholders'
                      equity                                    $                     6,539,982  $                 4,284,878
                                                                  ================================ ============================




                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
   Three Months and Nine Months Ended September 30, 2004 and 2003 (Unaudited)
                             (Dollars in Thousands)


                                                         Three Months Ended             Nine Months Ended
                                                            September 30                  September 30
                                                    -----------------------------  ----------------------------
                                                        2004           2003            2004          2003
                                                    ------------- ---------------  ------------- --------------
Interest income:
                                                                                      
 Real estate secured loans                        $     36,978  $       20,371  $      84,283  $      62,563
 Commercial loans                                        3,953           5,608         10,979         16,666
 Consumer loans                                          6,552           4,470         15,948         13,859
 Investment securities                                   4,799           4,194         14,522         12,724
 Securities available for sale                          14,423           8,738         32,603         30,854
 Other short-term investments                              108             126            408            370
 Federal funds                                              95             347            469          1,040
                                                    ------------- ---------------  ------------- --------------
                   Total interest income                66,908          43,854        159,212        138,076
                                                    ------------- ---------------  ------------- --------------
Interest expense:
 Deposits                                               11,321           8,792         27,123         30,962
 Borrowed funds                                          8,404           4,325         18,008         11,137
 Subordinated debentures                                   253             --             253            --
                                                    ------------- ---------------  ------------- --------------
                   Total interest expense               19,978          13,117         45,384         42,099
                                                    ------------- ---------------  ------------- --------------
                   Net interest income                  46,930          30,737        113,828         95,977

Provision for loan losses                                1,050             160          2,700          1,060
                                                    ------------- ---------------  ------------- --------------
                   Net interest income after
                   provision for loan losses            45,880          30,577        111,128         94,917
                                                    ------------- ---------------  ------------- --------------
Non-interest income:
 Fees                                                    5,757           4,333         15,194         12,043
 Net gain on securities transactions                       577             665          1,312            661
 Commissions                                                96              39            342            197
 Bank owned life insurance                               1,255           1,019          3,193          2,813
 Other income                                              515             695          2,531          1,644
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest income             8,200           6,751         22,572         17,358
                                                    ------------- ---------------  ------------- --------------
Non-interest expense:
 Salaries and employee benefits                         17,869          14,151         46,351         38,797
 Net occupancy expense                                   4,837           3,727         12,355         10,562
 Federal deposit insurance                                 141             105            347            339
 Data processing expense                                 2,156           1,666          5,820          4,939
 Advertising and promotion expense                       1,853           1,062          4,897          2,554
 Amortization of intangibles                             1,953             863          3,048          2,997
 Other operating expenses                                5,531           4,154         14,265         13,766
 Contribution to The Provident Bank Foundation             --              --             --          24,000
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest expense           34,340          25,728         87,083         97,954
                                                    ------------- ---------------  ------------- --------------
                   Income before income tax             19,740          11,600         46,617         14,321
                   expense
Income tax expense                                       6,397           3,462         14,399          3,788
                                                    ------------- ---------------  ------------- --------------
                   Net income                      $    13,343    $      8,138    $    32,218    $    10,533
                                                    ============= ===============  =============  =============
Basic earnings per share                                 $0.19           $0.14          $0.54          $0.16
Average basic shares outstanding                    69,370,408      56,972,858     59,660,054     58,702,373

Diluted earnings per share                               $0.19           $0.14          $0.54          $0.16
Average diluted shares outstanding                  69,370,675      57,174,970     59,660,492     58,774,166


<Page>
                       PROVIDENT FINANCIAL SERVICES, INC.
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
              (dollars in thousands, except share data)(unaudited)


                                                               At or for the Three              At or for the
                                                                  Months Ended               Nine Months Ended
                                                                  September 30                  September 30
                                                                  ------------                  ------------
                                                               2004           2003          2004           2003
                                                               ----           ----          ----           ----
INCOME STATEMENT:
                                                                                             
Net interest income                                          $46,930       $30,737       $113,828        $95,977
Provision for loan losses                                      1,050           160          2,700          1,060
Non-interest income                                            8,200         6,751         22,572         17,358
Non-interest expense                                          34,340        25,728         87,083         97,954
Income before income tax expense                              19,740        11,600         46,617         14,321
Net income                                                    13,343         8,138         32,218         10,533
Basic earnings per share (1)                                   $0.19         $0.14          $0.54          $0.16
Diluted earnings per share (1)                                 $0.19         $0.14          $0.54          $0.16
Interest rate spread                                           3.19%         2.76%          3.08%          2.87%
Net interest margin                                            3.43%         3.17%          3.41%          3.35%

PROFITABILITY:
Annualized return on average assets                            0.87%         0.78%          0.88%          0.34%
Annualized return on average equity                            5.16%         3.84%          4.84%          1.74%
Annualized operating expense to
    average assets                                             2.21%         2.47%          2.37%          3.21%
Efficiency ratio (net of foundation expense) (2)              62.29%        68.63%         63.84%         65.25%

ASSET QUALITY:
Non-performing loans                                                                        4,889          5,848
Other real estate owned                                                                        32             41
Non-performing loans to
    total loans                                                                             0.13%          0.28%
Non-performing assets to
    total assets                                                                            0.08%          0.14%
Allowance for loan losses                                                                  33,630         21,288
Allowance for loan losses to
    non-performing loans                                                                  687.92%        364.02%
Allowance for loan losses to
    total loans                                                                             0.90%          1.01%

AVERAGE BALANCE SHEET DATA:
Assets                                                    $6,154,411    $4,167,851     $4,886,347     $4,085,849
Loans, net                                                 3,405,859     2,016,717      2,636,690      1,981,261
Earning assets                                             5,442,634     3,886,874      4,461,198      3,827,232
Core deposits                                              2,540,794     1,700,013      2,019,111      1,674,773
Borrowings                                                 1,173,304       612,818        854,321        537,132
Interest-bearing liabilities                               4,670,130     2,977,902      3,591,234      2,886,430
Stockholders' equity                                       1,034,078       846,885        889,517        809,046
Average yield on interest-
    earning assets                                             4.89%         4.53%          4.77%          4.82%
Average cost of interest-
    bearing liabilities                                        1.70%         1.77%          1.69%          1.95%

CAPITAL:
Leverage capital                                              12.73%        19.37%         12.73%         19.37%
Total risk-based capital                                      19.78%        35.39%         19.78%         35.39%
Average equity to
    average assets                                            16.80%        20.32%         18.20%         19.80%

<page>

Notes
- ------
(1)  Basic and Diluted  Earnings Per Share for the nine months  ended  September
     30, 2003,  includes the results of  operations  from January 15, 2003,  the
     date  the  Company  completed  its Plan of  Conversion,  in the  amount  of
     $9,553,000.

(2)  Efficiency Ratio Calculation



                                                              Three Months Ended         Nine Months Ended
                                                                 September 30,              September 30,
                                                                 ------------               -------------
                                                             2004           2003          2004           2003
                                                             ----           ----          ----           ----
                                                                                           
Net interest income                                        $46,930        $ 30,737    $ 113,828        $ 95,977
Non-interest income                                          8,200           6,751       22,572          17,358
                                                          --------        --------    ---------        --------
Total income                                              $ 55,130        $ 37,488     $136,400        $113,335
                                                          ========        ========    =========        ========

Non-interest expense                                      $ 34,340        $ 25,728    $  87,083        $ 97,954
LESS: Provident Bank Charitable Foundation Donation             -               -             -         (24,000)
                                                          --------        --------    ---------        --------
Adjusted non-interest expense                             $ 34,340        $ 25,728    $  87,083        $ 73,954
                                                          ========        ========    =========        ========

    Expense/Income:                                          62.29%          68.63%       63.84%          65.25%
                                                             ======          ======       ======          ======






Average Quarterly Balance
NET INTEREST MARGIN ANALYSIS
(Unaudited)                                             September 30, 2004                     June 30, 2004
                                                        ------------------                     -------------
(Dollars in Thousands)                            Average                 Average        Average              Average
                                                  Balance      Interest    Yield         Balance    Interest   Yield
                                             ---------------------------------------  ---------------------------------
Interest-Earning Assets:
   Fed Funds Sold and
                                                                                                
        Other Short-Term Investments          $       58,043 $        203      1.39%   $   147,058 $      364     1.00%
   Investment Securities (1)                         474,110        4,799      4.03%       494,080      4,581     3.73%
   Securities Available for Sale                   1,455,892       14,258      3.90%     1,017,331      8,213     3.25%
   Federal Home Loan Bank Stock                       48,730          165      1.35%        32,090        131     1.64%
   Net Loans (2)
        Total Mortgage Loans                       2,599,509       36,978      5.66%     1,625,142     23,539     5.83%
        Total Commercial Loans                       348,116        3,953      4.52%       342,126      3,728     4.38%
        Total Consumer Loans                         458,234        6,552      5.69%       323,698      4,761     5.92%
                                               -------------- ------------              ----------- ----------
        Total Interest-Earning Assets         $    5,442,634       66,908      4.89%   $ 3,981,525     45,317     4.58%
                                               -------------- ------------              ----------- ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                           100,488                                81,782
   Other Assets                                      611,289                               189,420
                                               --------------                           -----------
            TOTAL ASSETS                      $    6,154,411                           $ 4,252,727
                                               ==============                           ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      659,449        1,530      0.92%   $   436,910        821     0.76%
   Savings Deposits                                1,498,412        2,965      0.79%       990,032      2,200     0.89%
   Time Deposits                                   1,338,965        6,826      2.03%       937,851      4,915     2.11%
                                               -------------- ------------              ----------- ----------
            TOTAL DEPOSITS                         3,496,826       11,321      1.29%     2,364,793      7,936     1.35%
                                               -------------- ------------              ----------- ----------

   Borrowed Funds                                  1,173,304        8,657      2.94%       693,534      4,885     2.83%
                                               -------------- ------------              ----------- ----------
          TOTAL BORROWINGS                         1,173,304        8,657      2.94%       693,534      4,885     2.83%
                                               -------------- ------------              ----------- ----------
         Total Interest-Bearing Liabilities   $    4,670,130       19,978      1.70%   $ 3,058,327     12,821     1.69%
                                               -------------- ------------              ----------- ----------

Non-Interest Bearing Liabilities                     450,203                               379,555
                                               --------------                           -----------
             TOTAL LIABILITIES                     5,120,333                             3,437,882
Equity                                             1,034,078                               814,845
                                               --------------                           -----------
            TOTAL LIAB & EQUITY               $    6,154,411                           $ 4,252,727
                                               ==============                           ===========

Net interest income                                          $     46,930                          $   32,496
                                                              ============                          ==========

Net interest rate spread                                                       3.19%                              2.89%
                                                                               ====                               ====
Net interest-earning assets                   $      772,504                           $   923,198
                                               ==============                           ===========

Net interest margin (3)                                                        3.43%                              3.28%
                                                                               ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.17x                                 1.30x
                                               ==============                           ===========

- ----------------------------------------------
   (1)  Average oustanding balance amounts shown are amortized cost.
   (2)  Average outstanding balances shown net of the allowance for loan losses,
        deferred loan fees and expenses, loan premiums and discounts and include
        non-accrual loans.
   (3)  Net interest income divided by average interest-earning assets.

<page>

   The following table summarizes the net interest margin for the previous year,
inclusive.




                                                 09/30/04      06/30/04     3/31/04     12/31/03   09/30/03
                                                 3rd Qtr.      2nd Qtr.    1st Qtr.     4th Qtr.    3rd Qtr.
                                                 -------       --------    --------     --------    --------
Interest-Earning Assets:
                                                                                      
   Securities                                      3.79%         3.16%       3.53%        3.48%      2.84%
   Net Loans                                       5.55%         5.62%       5.78%        5.70%      5.99%
     Total Interest-Earning Assets                 4.89%         4.58%       4.79%        4.67%      4.48%

Interest-Bearing Liabilities:
   Total Deposits                                  1.29%         1.35%       1.35%        1.37%      1.47%
   Total Borrowings                                2.94%         2.83%       2.76%        2.61%      2.80%
      Total Interest-Bearing Liabilities           1.70%         1.69%       1.67%        1.64%      1.75%

Interest Rate Spread                               3.19%         2.89%       3.12%        3.03%      2.73%
Net Interest Margin                                3.43%         3.28%       3.50%        3.41%      3.14%
Ratio of interest-earning assets to
      total interest-bearing liabilities           1.17x         1.30x       1.30x        1.30x      1.31x






Average YTD Balance
NET INTEREST MARGIN ANALYSIS
(Unaudited)                                             September 30, 2004                   September 30, 2003
                                                        ------------------                   ------------------
(Dollars in Thousands)                             Average                 Average        Average              Average
                                                   Balance      Interest    Yield         Balance     Interest  Yield
                                              --------------------------------------  ----------------------------------
Interest-Earning Assets:
   Fed Funds Sold and
                                                                                                 
        Other Short-Term Investments           $      106,645 $        877     1.10%   $    170,558  $   1,410     1.11%
   Investment Securities (1)                          494,534       14,522     3.92%        445,746     12,724     3.82%
   Securities Available for Sale                    1,185,256       32,192     3.63%      1,205,195     30,109     3.34%
   Federal Home Loan Bank Stock                        38,073          411     1.44%         24,472        745     4.07%
   Net Loans (2)
        Total Mortgage Loans                        1,960,222       84,283     5.74%      1,287,717     62,563     6.50%
        Total Commercial Loans                        314,134       10,979     4.67%        425,918     16,666     5.23%
        Total Consumer Loans                          362,334       15,948     5.88%        267,626     13,859     6.92%
                                                -------------- ------------             ------------  ---------
        Total Interest-Earning Assets          $    4,461,198      159,212     4.77%   $  3,827,232    138,076     4.82%
                                                -------------- ------------             ------------  ---------

Non-Interest Earning Assets:
   Cash and Due from Banks                             88,748                                85,589
   Other Assets                                       336,401                               173,028
                                                --------------                          ------------
            TOTAL ASSETS                       $    4,886,347                          $  4,085,849
                                                ==============                          ============

Interest-Bearing Liabilities:
   Demand Deposits                             $      508,172        3,143     0.83%   $    402,695      2,741     0.91%
   Savings Deposits                                 1,155,000        7,327     0.85%        940,605      9,441     1.34%
   Time Deposits                                    1,073,741       16,653     2.07%      1,005,998     18,780     2.50%
                                                -------------- ------------             ------------  ---------
            TOTAL DEPOSITS                          2,736,913       27,123     1.32%      2,349,298     30,962     1.76%
                                                -------------- ------------             ------------  ---------

   Borrowed Funds                                     854,321       18,261     2.86%        537,132     11,137     2.77%
                                                -------------- ------------             ------------  ---------
          TOTAL BORROWINGS                            854,321       18,261     2.86%        537,132     11,137     2.77%
                                                -------------- ------------             ------------  ---------
         Total Interest-Bearing Liabilities    $    3,591,234       45,384     1.69%   $  2,886,430     42,099     1.95%
                                                -------------- ------------             ------------  ---------

Non-Interest-Bearing Liabilities                      405,596                               390,373
                                                --------------                          ------------
             TOTAL LIABILITIES                      3,996,830                             3,276,803
Equity                                                889,517                               809,046
                                                --------------                          ------------
            TOTAL LIAB & EQUITY                $    4,886,347                          $  4,085,849
                                                ==============                          ============

Net interest income                                           $    113,828                           $  95,977
                                                               ============                           =========

Net interest rate spread                                                       3.08%                               2.87%
                                                                               ====                                ====
Net interest-earning assets                    $      869,964                          $    940,802
                                                ==============                          ============

Net interest margin (3)                                                        3.41%                               3.35%
                                                                               ====                                ====
Ratio of interest-earning assets to
      interest-bearing liabilities                       1.24x                                 1.33x
                                                ==============                          ============

- --------------------------------------------
   (1) Average oustanding balance amounts shown are amortized cost.
   (2) Average outstanding balances shown net of the allowance for loan losses,
       deferred loan fees and expenses, loan premiums and discounts and include
       non-accrual loans.
   (3) Net interest income divided by average interest-earning assets.

<page>

   The following table summarizes the net interest margin for the three previous
years, inclusive.



                                                         Nine Months Ended
                                                ---------------------------------------
                                                  09/30/04      09/30/03    09/30/02
Interest-Earning Assets:                        ---------------------------------------

                                                                    
   Securities                                       3.51%         3.26%      4.84%
   Net Loans                                        5.63%         6.28%      7.03%
     Total Interest-Earning Assets                  4.77%         4.82%      6.35%

Interest-Bearing Liabilities:
   Total Deposits                                   1.32%         1.76%      2.52%
   Total Borrowings                                 2.86%         2.77%      4.26%
      Total Interest-Bearing Liabilities            1.69%         1.95%      2.66%

Interest Rate Spread                                3.08%         2.87%      3.69%
Net Interest Margin                                 3.41%         3.35%      4.06%
Ratio of interest-earning assets to
      interest-bearing liabilities                  1.24x         1.33x      1.16x