Provident Financial Services, Inc. Announces 60% Increase in Quarterly
      Earnings, Third Stock Repurchase Program and Quarterly Cash Dividend


JERSEY CITY, NJ, July 28, 2005 - Provident Financial  Services,  Inc. (NYSE:PFS)
(the "Company")  reported net income of $13.8 million for the three months ended
June 30, 2005 and $28.8 million for the six months ended June 30, 2005, compared
to $8.6 million and $18.9 million for the same periods in 2004. This represented
increases of $5.2 million, or 60.5%, and $9.9 million,  or 52.5%,  compared with
the three and six months  ended June 30, 2004,  respectively.  Basic and diluted
earnings per share were $0.21 and $0.20, respectively, for the quarter and $0.43
and $0.42,  respectively,  for the six months ended June 30,  2005,  compared to
basic and diluted  earnings per share of $0.16 for the quarter and $0.34 for the
six months ended June 30, 2004.

The earnings and per share data for 2005 reflect the inclusion of the operations
of First Sentinel Bancorp, Inc. ("First Sentinel") which merged with the Company
on July 14,  2004,  and the  related  issuance  of 18.5  million  shares  of the
Company's  common  stock in  connection  with the merger.  Second  quarter  2005
earnings  were  also  impacted  by the  acceptance  of a  Voluntary  Resignation
Initiative  ("VRI") by certain  officers of the  Company,  which  resulted in an
after-tax charge of $815,000, or $0.01 per share.

Paul M. Pantozzi,  Chairman and Chief Executive Officer,  commented,  "Given the
flatness of the yield curve and pricing  pressures  experienced on both sides of
the balance sheet, our net interest margin compressed slightly during the second
quarter.  We addressed this by maintaining a disciplined  pricing  structure for
both loans and deposits, albeit at the expense of some growth."

Pantozzi  added,  "We  also  maintained  our  commitment  to  improve  long-term
management of operating  expenses.  In  particular,  the  Voluntary  Resignation
Initiative,  which was effective as of June 30, 2005, will favorably  impact our
staffing cost structure going forward."

Authorization of Third Stock Repurchase Program

On July 27, 2005,  the  Company's  Board of Directors  authorized  the Company's
third stock  repurchase  program.  This program will commence upon completion of
the Company's current repurchase  program,  under which 683,000 shares remain to
be purchased. Under the new authorization,  the Company may repurchase 5% of the
amount of shares of common stock currently  outstanding,  or  approximately  3.6
million  shares.  Repurchases  will  be made  from  time  to  time  and  will be
effectuated through open market purchases,  unsolicited negotiated transactions,
or in such other manner  deemed  appropriate  by  management.  Completion of the
repurchase  program will not be limited to a specific time period. The Company's
repurchase  activities will take into account SEC safe harbor rules and guidance
for issuer repurchases.

Declaration of Quarterly Dividend

The Company's Board of Directors declared a quarterly cash dividend of $0.08 per
common  share  payable on August 31,  2005 to  stockholders  of record as of the
close of business on August 12, 2005.

Balance Sheet Summary

Total assets were $6.29  billion at June 30, 2005,  compared to $6.43 billion at
December  31, 2004,  as  reductions  in  securities  balances  were used to fund
repayments of borrowings and common stock repurchases.

Total  investments  decreased  $192.0 million,  or 10.1%,  during the six months
ended June 30,  2005.  The decrease was  primarily  attributable  to paydowns on
mortgage-backed  securities and maturities of debt securities.  In addition, the
Company sold $30.5 million of  mortgage-backed  securities  during the period as
part of its ongoing interest rate risk management process.

The Company's net loans decreased $23.1 million,  or 0.6%, during the six months
ended  June 30,  2005,  primarily  as a result  of the  categorization  of $18.7
million in fixed-rate  residential  mortgage loans as held for sale. The Company
had a commitment to sell these loans at June 30, 2005.  The planned loan sale is
another  component  of the  Company's  ongoing  interest  rate  risk  management
process.

Partially offsetting these declines,  cash and cash equivalents  increased $45.8
million, or 28.0%, during the six months ended June 30, 2005, pending deployment
into higher-yielding asset categories.

Borrowed funds  decreased  $66.3 million,  or 5.7%,  during the six months ended
June 30, 2005, as a result of maturities and paydowns on amortizing obligations.



Total deposits  decreased  $54.9 million,  or 1.4%,  during the six months ended
June 30, 2005.  Total  deposits were $4.00  billion at June 30, 2005,  with core
deposits, consisting of savings and demand deposit accounts,  representing 65.2%
of total deposits.

Treasury  stock  increased  $54.8  million for the  year-to-date.  Common  stock
repurchases for the three and six months ended June 30, 2005 totaled 1.6 million
shares at an  average  cost of $17.76 per share,  and 3.1  million  shares at an
average cost of $17.90 per share, respectively. At June 30, 2005, book value per
share and tangible book value per share were $15.50 and $9.32, respectively.  An
additional  683,000  shares  remain  eligible for  repurchase  under the current
common stock repurchase authorization.

Results of Operations

Net Interest Margin

The net interest  margin was 3.34% for the quarter ended June 30, 2005 and 3.38%
for the quarter  ended March 31, 2005.  This was an increase of six basis points
compared  with the net interest  margin of 3.28% for the quarter  ended June 30,
2004. The weighted  average rate for  interest-earning  assets was 5.01% for the
three months ended June 30, 2005,  compared with 4.97% for the trailing  quarter
and 4.58% for the three months ended June 30,  2004.  The weighted  average rate
for interest-bearing  liabilities was 1.97% for the quarter ended June 30, 2005,
compared with 1.88% for the trailing quarter and 1.69% for the second quarter of
2004.

For the six months ended June 30, 2005, the net interest margin was 3.36%.  This
was a decrease of three basis points  compared  with the net interest  margin of
3.39% for the six months  ended June 30,  2004.  The  weighted  average rate for
interest-earning  assets  was  4.99% for the six  months  ended  June 30,  2005,
compared with 4.68% for the six months ended June 30, 2004. The weighted average
rate for  interest-bearing  liabilities  was 1.93% for the six months ended June
30,  2005,  compared  with 1.68% for the six months  ended  June 30,  2004.  The
increases in rates on interest-earning  assets and interest-bearing  liabilities
reflect increases in market interest rates experienced throughout the past year.

Non-Interest Income

Non-interest income totaled $7.6 million for the quarter ended June 30, 2005, an
increase of $836,000,  or 12.4%, compared to the same period in 2004. Fee income
increased  $1.2 million for the quarter  ended June 30, 2005,  compared with the
same  period in 2004,  primarily  as a result of an  increase in loan and retail
fees of $308,000,  an increase of $358,000 in checking  and retail  deposit fees
and an increase of $145,000 in ATM and debit card income. In addition, income on
bank-owned life insurance ("BOLI") increased $305,000 for the three months ended
June 30, 2005,  compared with the second quarter of 2004,  primarily as a result
of  additional  BOLI  acquired  from  First  Sentinel  in the July 2004  merger.
Partially  offsetting these  increases,  net gains on securities sales decreased
$239,000 for the quarter  ended June 30, 2005,  compared with the same period in
2004, and other income  decreased  $467,000 for the quarter ended June 30, 2005,
compared with the same period in 2004.

For the year-to-date, non-interest income totaled $13.7 million, a decrease of
$650,000, or 4.5%, compared to the same period in 2004. Increases in fee income
of $1.2 million and BOLI income of $614,000 were more than offset by a reduction
in securities gains of $797,000 and a decline in other income of $1.7 million.
Other income for the six months ended June 30, 2005 included losses on loan
sales of $10,000, compared with gains of $1.3 million recorded in 2004.

Non-Interest Expense

For the three months ended June 30, 2005,  non-interest  expense  increased $7.2
million,  or 27.4%,  to $33.2  million,  compared to $26.1 million for the three
months ended June 30, 2004. Compensation and employee benefits expense increased
$3.8 million for the quarter ended June 30, 2005,  compared with the same period
in 2004, due primarily to increased  headcount as a result of the First Sentinel
acquisition. The Company employed 913 full-time equivalent employees at June 30,
2005,  compared  with 695  full-time  equivalent  employees at June 30, 2004. In
addition,  the Company  recorded a charge of $1.4 million in 2005 in  connection
with the VRI. Amortization of intangibles increased $1.3 million for the quarter
ended June 30,  2005,  compared  with the same  period in 2004,  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 and data  processing  expense of $383,000 for the quarter  ended
June 30, 2005, compared with the same period in 2004, were also due primarily to
the acquisition and integration of First Sentinel's  operations.  As a result of
the  First  Sentinel  acquisition,  the  Company  added 22  full-service  branch
locations,  including the former headquarters building,  which now serves as the
Provident Loan Center.  Partially  offsetting these  increases,  advertising and
promotions  expense  declined  $167,000  for the  quarter  ended June 30,  2005,
compared with the same period in 2004.



For the six months ended June 30, 2005,  non-interest  expense  increased  $11.9
million,  or 22.5%,  to $64.6  million,  compared  to $52.7  million for the six
months ended June 30, 2004. Compensation and employee benefits expense increased
$6.5  million for the six months  ended June 30,  2005,  compared  with the same
period in 2004,  as a result of  increased  staffing  and the $1.4  million  VRI
expense.  Amortization of intangibles  increased $2.9 million for the six months
ended June 30,  2005,  compared  with the same  period in 2004,  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 $2.2 million and data processing expense of $663,000 for the six months ended
June 30, 2005, compared with the same period in 2004, were also due primarily to
the  acquisition  and  integration  of First  Sentinel's  operations.  Partially
offsetting these increases, advertising and promotions expense declined $840,000
for the six months ended June 30, 2005, compared with the same period in 2004.

The Company's annualized  non-interest expense as a percentage of average assets
improved to 2.1% for the quarter ended June 30, 2005, compared with 2.5% for the
same  period  in  2004.  For the six  months  ended  June 30,  2005,  annualized
non-interest  expense as a percentage of average assets was 2.1%,  compared with
2.5% for the same period in 2004. The  efficiency  ratio  (non-interest  expense
divided by the sum of net interest income and  non-interest  income) improved to
62.1% for the  quarter  ended June 30,  2005,  compared  with 66.5% for the same
period in 2004. For the six months ended June 30, 2005, the efficiency ratio was
60.5%, compared with 64.9% for the same period in 2004.


Asset Quality

The Company continues to emphasize asset quality.  Total non-performing loans as
of June 30, 2005 were $7.3  million,  or 0.20% of total loans,  compared to $6.2
million,  or 0.17% of total loans at December 31,  2004,  and $4.0  million,  or
0.17% of total loans at June 30, 2004. At June 30, 2005, the Company's allowance
for loan losses was 0.91% of total loans,  compared with 0.91% of total loans at
December  31,  2004,  and 0.88% of total  loans at June 30,  2004.  The  Company
recorded a $400,000 provision for loan losses for the three and six months ended
June 30, 2005, compared with provisions of $1.1 million and $1.7 million for the
three and six months  ended June 30, 2004,  respectively.  For the three and six
months ended June 30,  2005,  net  charge-offs  totaled  $884,000 and  $813,000,
respectively, compared with net charge-offs of $750,000 and $1.4 million for the
same respective periods in 2004.

About the Company

Provident  Financial  Services,  Inc. is the holding  company for The  Provident
Bank,  a  community-oriented  bank  that  offers  a full  range  of  retail  and
commercial  loan and  deposit  products.  The Bank  currently  operates  78 full
service branches throughout northern and central New Jersey.

Post Earnings Conference Call

Representatives  of the Company  will hold a  conference  call for  investors at
10:00 a.m.  Eastern Time on July 28, 2005 regarding  highlights of the Company's
second  quarter  2005  financial  results.  The call may be  accessed by dialing
1-800-798-2884 (Domestic) or 1-617-614-6207 (International) and stating the pass
code number:  39243491.  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.



                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      Consolidated Statements of Condition
                 June 30, 2005 (Unaudited) and December 31, 2004
                             (Dollars in Thousands)



                            Assets                                        June 30, 2005                 December 31, 2004
                                                                 --------------------------------- ----------------------------
                                                                                            
Cash and due from banks                                         $                       140,967   $                  121,187
Federal funds sold                                                                       54,000                       16,000
Short-term investments                                                                   14,531                       26,507
                                                                 --------------------------------- ----------------------------
                  Total cash and cash equivalents                                       209,498                      163,694
                                                                 --------------------------------- ----------------------------

Investment securities (market value of $439,601
        at June 30, 2005 (unaudited) and $450,071
        at December 31, 2004)                                                           435,249                      445,633
Securities available for sale, at fair value                                          1,227,790                    1,406,340
Federal Home Loan Bank stock                                                             45,254                       48,283

Loans held for sale                                                                      18,650                           --

Loans                                                                                 3,683,736                    3,707,211
        Less allowance for loan losses                                                   33,353                       33,766
                                                                 --------------------------------- ----------------------------
                  Net loans                                                           3,650,383                    3,673,445
                                                                 --------------------------------- ----------------------------

Foreclosed assets, net                                                                      584                          140
Banking premises and equipment, net                                                      63,365                       64,605
Accrued interest receivable                                                              23,031                       23,865
Intangible assets                                                                       438,996                      443,148
Bank-owned life insurance                                                               108,484                      105,932
Other assets                                                                             67,470                       58,237
                                                                 --------------------------------- ----------------------------
                  Total assets                                  $                     6,288,754   $                6,433,322
                                                                 ================================= ============================

             Liabilities and Stockholders' Equity

Deposits:
        Demand deposits                                         $                     1,105,476   $                1,116,812
        Savings deposits                                                              1,500,893                    1,538,466
        Certificates of deposit of $100,000 or more                                     266,563                      253,024
        Other time deposits                                                           1,122,657                    1,142,171
                                                                 --------------------------------- ----------------------------
                  Total deposits                                                      3,995,589                    4,050,473

Mortgage escrow deposits                                                                 21,223                       15,389
Borrowed funds                                                                        1,099,790                    1,166,064
Subordinated debentures                                                                  26,778                       27,113
Other
liabilities                                                                              44,237                       37,507
                                                                 --------------------------------- ----------------------------
                  Total liabilities                                                   5,187,617                    5,296,546
                                                                 --------------------------------- ----------------------------

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 71,028,196 shares outstanding at
  June 30, 2005, and 79,879,017 shares issued and
  74,078,784 shares outstanding at December 31, 2004                                        799                          799
Additional paid-in capital                                                              962,643                      960,792
Retained earnings                                                                       376,449                      358,678
Accumulated other comprehensive (loss) income                                              (679)                       3,767
Treasury stock at cost                                                                 (125,565)                     (70,810)
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                        (74,742)                     (76,101)
Common Stock acquired by the Stock Award Plan                                           (37,768)                     (40,349)
Common Stock acquired by the Directors' Deferred Fee Plan                               (13,224)                     (13,379)
Deferred compensation - Directors' Deferred Fee Plan                                     13,224                       13,379
                                                                 --------------------------------- ----------------------------
                  Total stockholders' equity                                          1,101,137                    1,136,776
                                                                 --------------------------------- ----------------------------
                  Total liabilities and stockholders'
                      equity                                    $                     6,288,754   $                6,433,322
                                                                 ================================= ============================



                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                Three and Six Months Ended June 30, 2005 and 2004
                  (Dollars in Thousands, Except Per Share Data)



                                                         Three Months Ended             Six Months Ended
                                                              June 30                        June 30
                                                    -----------------------------  ----------------------------
                                                        2005           2004            2005          2004
                                                    ------------- ---------------  ------------- --------------
                                                            (Unaudited)                    (Unaudited)
                                                                                    
Interest income:
 Real estate secured loans                        $     38,636   $      23,539   $     76,914   $     47,305
 Commercial loans                                        5,283           3,728         10,236          7,026
 Consumer loans                                          7,251           4,761         14,501          9,396
 Investment securities                                   4,218           4,581          8,650          9,723
 Securities available for sale                          12,850           8,344         26,630         18,180
 Other short-term investments                              170             130            316            300
 Federal funds                                             418             234            536            374
                                                    ------------- ---------------  ------------- --------------
                   Total interest income                68,826          45,317        137,783         92,304
                                                    ------------- ---------------  ------------- --------------

Interest expense:
 Deposits                                               14,111           7,936         27,016         15,802
 Borrowed funds                                          8,385           4,885         16,927          9,604
 Subordinated debentures                                   359              --            704             --
                                                    ------------- ---------------  ------------- --------------
                   Total interest expense               22,855          12,821         44,647         25,406
                                                    ------------- ---------------  ------------- --------------
                   Net interest income                  45,971          32,496         93,136         66,898

Provision for loan losses                                  400           1,050            400          1,650
                                                    ------------- ---------------  ------------- --------------

                   Net interest income after
                   provision for loan losses            45,571          31,446         92,736         65,248
                                                    ------------- ---------------  ------------- --------------

Non-interest income:
 Fees                                                    6,185           4,948         10,877          9,683
 Net gain (loss) on securities transactions                 69             308            (62)           735
 Bank-owned life insurance                               1,256             951          2,552          1,938
 Other income                                               42             509            355          2,016
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest income             7,552           6,716         13,722         14,372
                                                    ------------- ---------------  ------------- --------------

Non-interest expense:
 Compensation and employee benefits                     17,921          14,074         34,965         28,482
 Net occupancy expense                                   4,781           3,720          9,681          7,518
 Data processing expense                                 2,207           1,824          4,327          3,664
 Advertising and promotion expense                       1,474           1,641          2,204          3,044
 Amortization of intangibles                             1,858             573          3,986          1,095
 Other operating expenses                                4,987           4,245          9,442          8,940
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest expense           33,228          26,077         64,605         52,743
                                                    ------------- ---------------  ------------- --------------
                   Income before income tax expense     19,895          12,085         41,853         26,877
Income tax expense                                       6,126           3,504         13,062          8,002
                                                    ------------- ---------------  ------------- --------------
                   Net income                     $     13,769   $       8,581    $    28,791  $      18,875
                                                    ============= ===============  ============= ==============

Basic earnings per share                                 $0.21           $0.16          $0.43          $0.34
Average basic shares outstanding                    66,724,470      54,924,643     67,444,677     54,791,399

Diluted earnings per share                               $0.20           $0.16          $0.42          $0.34
Average diluted shares outstanding                  67,479,362      54,924,725     68,202,721     54,791,440





                                                       PROVIDENT FINANCIAL SERVICES, INC.
                                                       CONSOLIDATED FINANCIAL HIGHLIGHTS
                                                       (Dollars in thousands, except share data) (Unaudited)

                                                            At or for the Three            At or for the Six
                                                                Months Ended                  Months Ended
                                                                  June 30                       June 30
                                                       -------------------------------------------------------------
                                                             2005           2004          2005           2004
                                                             ----           ----          ----           ----
                                                                                                
INCOME STATEMENT:
Net interest income                                             $45,971       $32,496        $93,136        $66,898
Provision for loan losses                                           400         1,050            400          1,650
Non-interest income                                               7,552         6,716         13,722         14,372
Non-interest expense                                             33,228        26,077         64,605         52,743
Income before income tax expense                                 19,895        12,085         41,853         26,877
Net income                                                       13,769         8,581         28,791         18,875
Basic earnings per share                                          $0.21         $0.16          $0.43          $0.34
Diluted earnings per share                                        $0.20         $0.16          $0.42          $0.34
Interest rate spread                                              3.04%         2.89%          3.06%          3.00%
Net interest margin                                               3.34%         3.28%          3.36%          3.39%

PROFITABILITY:
Annualized return on average assets                               0.88%         0.81%          0.92%          0.89%
Annualized return on average equity                               4.98%         4.21%          5.20%          4.65%
Annualized non-interest expense to
    average assets                                                2.12%         2.45%          2.07%          2.50%
Efficiency ratio (1)                                             62.08%        66.50%         60.46%         64.90%

ASSET QUALITY:
Non-performing loans                                                                          $7,345         $3,986
Foreclosed assets                                                                                584             32
Non-performing loans to
    total loans                                                                                0.20%          0.17%
Non-performing assets to
    total assets                                                                               0.13%          0.09%
Allowance for loan losses                                                                    $33,353        $20,920
Allowance for loan losses to
    non-performing loans                                                                     454.09%        524.84%
Allowance for loan losses to
    total loans                                                                                0.91%          0.88%

AVERAGE BALANCE SHEET DATA:
Assets                                                       $6,274,548    $4,252,727     $6,306,501     $4,241,480
Loans, net                                                    3,660,106     2,290,966      3,657,375      2,247,879
Earning assets                                                5,489,415     3,981,525      5,521,664      3,965,092
Core deposits                                                 2,590,589     1,768,765      2,594,026      1,755,395
Borrowings                                                    1,124,017       693,534      1,146,110        691,009
Interest-bearing liabilities                                  4,645,019     3,058,327      4,671,454      3,046,419
Stockholders' equity                                          1,106,380       814,845      1,115,876        816,443
Average yield on interest-
    earning assets                                                5.01%         4.58%          4.99%          4.68%
Average cost of interest-
    bearing liabilities                                           1.97%         1.69%          1.93%          1.68%




Notes
(1) Efficiency Ratio Calculation


                                                         Three Months Ended June 30     Six Months Ended June 30
                                                         --------------------------     ------------------------
                                                             2005           2004            2005           2004
                                                             ----           ----            ----           ----
                                                                                           
Net interest income                                      $  45,971      $  32,496       $  93,136      $  66,898
Non-interest income                                          7,552          6,716          13,722         14,372
                                                         ---------      ---------       ---------      ---------
Total income                                             $  53,523      $  39,212       $ 106,858      $  81,270
                                                            =======        ======         =======         ======

Non-interest expense                                     $  33,228      $  26,077       $  64,605      $  52,743
                                                            ======         ======          ======         ======

    Expense/Income:                                         62.08%         66.50%          60.46%         64.90%
                                                            ======         ======          ======         ======












Average Quarterly Balances
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in Thousands)                        June 30, 2005                        March 31, 2005
                                                          -------------                        --------------
                                                  Average                 Average        Average              Average
                                                  Balance      Interest    Yield         Balance    Interest   Yield
                                             ---------------------------------------  ---------------------------------
                                                                                                
Interest-Earning Assets:
   Federal Funds Sold and
        Other Short-Term Investments          $       82,202  $        588     2.87%   $    46,234  $      264    2.32%
   Investment Securities (1)                         425,340         4,218     3.97%       439,877       4,432    4.04%
   Securities Available for Sale                   1,276,344        12,302     3.86%     1,366,170      13,392    3.92%
   Federal Home Loan Bank Stock                       45,423           548     4.84%        47,376         388    3.32%
   Net Loans (2)
        Total Mortgage Loans                       2,772,638        38,636     5.57%     2,785,029      38,278    5.50%
        Total Commercial Loans                       356,216         5,283     5.87%       348,828       4,953    5.68%
        Total Consumer Loans                         531,252         7,251     5.47%       520,757       7,250    5.63%
                                               -------------  ------------             -----------  ----------
         Total Interest-Earning Assets             5,489,415        68,826     5.01%     5,554,271      68,957    4.97%
                                               -------------  ------------             -----------  ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                           101,294                               102,229
   Other Assets                                      683,839                               682,684
                                               -------------                           -----------
            Total Assets                      $    6,274,548                           $ 6,339,184
                                               =============                           ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      606,275         1,245     0.82%   $   615,272       1,196    0.79%
   Savings Deposits                                1,520,867         4,004     1.06%     1,518,618       3,622    0.97%
   Time Deposits                                   1,393,860         8,862     2.55%     1,395,844       8,087    2.35%
                                               -------------  ------------             -----------  ----------
            Total Deposits                         3,521,002        14,111     1.61%     3,529,734      12,905    1.48%
                                               -------------  ------------             -----------  ----------

   Borrowed Funds                                  1,124,017         8,744     3.12%     1,168,448       8,887    3.08%
                                               -------------  ------------             -----------  ----------
            Total Borrowings                       1,124,017         8,744     3.12%     1,168,448       8,887    3.08%
                                               -------------  ------------             -----------  ----------
         Total Interest-Bearing Liabilities        4,645,019        22,855     1.97%     4,698,182      21,792    1.88%
                                               -------------  ------------             -----------  ----------

Non-Interest Bearing Liabilities                     523,149                               515,523
                                               -------------                           -----------
            Total Liabilities                      5,168,168                             5,213,705
Stockholders' Equity                               1,106,380                             1,125,479
                                               -------------                           -----------
            Total Liabilities & Stockholders'
             Equity                           $    6,274,548                           $ 6,339,184
                                               =============                           ===========

Net interest income                                           $     45,971                          $   47,165
                                                              ============                          ==========

Net interest rate spread                                                       3.04%                              3.09%
                                                                               ====                               ====
Net interest-earning assets                   $      844,396                           $   856,089
                                               =============                           ===========

Net interest margin (3)                                                        3.34%                              3.38%
                                                                               ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.18x                                 1.18x
                                               =============                           ===========

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








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




                                                  6/30/05       3/31/05    12/31/04     9/30/04     6/30/04
                                                 2nd Qtr.      1st Qtr.    4th Qtr.     3rd Qtr.    2nd Qtr.
                                                 --------      --------    --------     --------    --------
                                                                                      
Interest-Earning Assets:
   Securities                                      3.86%         3.90%       3.76%        3.79%      3.16%
   Net Loans                                       5.58%         5.53%       5.52%        5.55%      5.62%
     Total Interest-Earning Assets                 5.01%         4.97%       4.90%        4.89%      4.58%

Interest-Bearing Liabilities:
   Total Deposits                                  1.61%         1.48%       1.37%        1.29%      1.35%
   Total Borrowings                                3.12%         3.08%       3.01%        2.94%      2.83%
      Total Interest-Bearing Liabilities           1.97%         1.88%       1.79%        1.70%      1.69%

Interest Rate Spread                               3.04%         3.09%       3.11%        3.19%      2.89%
Net Interest Margin                                3.34%         3.38%       3.38%        3.43%      3.28%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.18x         1.18x       1.18x        1.17x      1.30x





Average YTD Balances
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in Thousands)                        June 30, 2005                        June 30, 2004
                                                          -------------                        -------------
                                                  Average                 Average        Average              Average
                                                  Balance      Interest    Yield         Balance    Interest   Yield
                                             ---------------------------------------  ---------------------------------
                                                                                                
Interest-Earning Assets:
   Federal Funds Sold and
        Other Short-Term Investments          $       64,317 $        852      2.67%   $   131,214 $      674     1.03%
   Investment Securities (1)                         432,569        8,650      4.01%       504,858      9,723     3.87%
   Securities Available for Sale                   1,321,009       25,694      3.89%     1,048,455     17,935     3.44%
   Federal Home Loan Bank Stock                       46,394          936      4.07%        32,686        245     1.51%
   Net Loans (2)
        Total Mortgage Loans                       2,779,021       76,914      5.53%     1,637,212     47,305     5.81%
        Total Commercial Loans                       352,667       10,236      5.77%       296,808      7,026     4.76%
        Total Consumer Loans                         525,687       14,501      5.56%       313,859      9,396     6.02%
                                               -------------  -----------               ---------- ----------
         Total Interest-Earning Assets             5,521,664      137,783      4.99%     3,965,092     92,304     4.68%
                                               -------------  -----------               ---------- ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                           101,759                                82,814
   Other Assets                                      683,078                               193,574
                                               -------------                            ----------
            Total Assets                      $    6,306,501                           $ 4,241,480
                                               =============                            ==========

Interest-Bearing Liabilities:
   Demand Deposits                            $      610,748        2,441      0.81%   $   431,703      1,613     0.75%
   Savings Deposits                                1,519,749        7,626      1.01%       984,036      4,362     0.89%
   Time Deposits                                   1,394,847       16,949      2.45%       939,671      9,827     2.10%
                                               -------------  -----------               ---------- ----------
            Total Deposits                         3,525,344       27,016      1.55%     2,355,410     15,802     1.35%
                                               -------------  -----------               ---------- ----------

   Borrowed Funds                                  1,146,110       17,631      3.10%       691,009      9,604     2.79%
                                               -------------  -----------               ---------- ----------
            Total Borrowings                       1,146,110       17,631      3.10%       691,009      9,604     2.79%
                                               -------------  -----------               ---------- ----------
         Total Interest-Bearing Liabilities        4,671,454       44,647      1.93%     3,046,419     25,406     1.68%
                                               -------------  -----------               ---------- ----------

Non-Interest Bearing Liabilities                     519,171                               378,618
                                               -------------                            ----------
            Total Liabilities                      5,190,625                             3,425,037
Stockholders' Equity                               1,115,876                               816,443
                                               -------------                            ----------
            Total Liabilities & Stockholders'
             Equity                           $    6,306,501                           $ 4,241,480
                                               =============                            ==========

Net interest income                                          $     93,136                          $   66,898
                                                              ===========                           =========

Net interest rate spread                                                       3.06%                              3.00%
                                                                               ====                               ====
Net interest-earning assets                   $      850,210                           $   918,673
                                               =============                            ==========

Net interest margin (3)                                                        3.36%                              3.39%
                                                                               ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.18x                                 1.30x
                                               =============                            ==========

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





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



                                                           Six Months Ended
                                               ----------------------------------------
                                                  6/30/05       6/30/04     6/30/03
                                                  -------       -------     -------

                                                                    
Interest-Earning Assets:
   Securities                                      3.88%         3.35%       3.46%
   Net Loans                                       5.56%         5.70%       6.43%
     Total Interest-Earning Assets                 4.99%         4.68%       5.00%

Interest-Bearing Liabilities:
   Total Deposits                                  1.55%         1.35%       1.91%
   Total Borrowings                                3.10%         2.79%       2.75%
      Total Interest-Bearing Liabilities           1.93%         1.68%       2.05%

Interest Rate Spread                               3.06%         3.00%       2.94%
Net Interest Margin                                3.36%         3.39%       3.46%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.18x         1.30x       1.34x