NEWS RELEASE

CONTACT:   Kenneth J. Wagner, SVP Investor Relations
           Provident Financial Services, Inc.
           (201) 915-5344

FOR RELEASE 7:43 A.M. Eastern Time: October 28, 2005


     Provident Financial Services, Inc. Announces 18% Increase in Quarterly
       Earnings Per Share and Declares Increased Quarterly Cash Dividend


JERSEY  CITY,  NJ,  October 28  /PRNewswire-First  Call/ -  Provident  Financial
Services,  Inc.  (NYSE:PFS) (the "Company")  reported basic and diluted earnings
per  share of $0.23 for the  quarter  ended  September  30,  2005,  representing
increases  of 17.8% and  17.5%,  respectively,  compared  to basic  and  diluted
earnings per share of $0.19 for the quarter ended September 30, 2004.  Basic and
diluted  earnings  per share were $0.66 and  $0.65,  respectively,  for the nine
months  ended  September  30, 2005,  representing  increases of 20.9% and 20.0%,
respectively,  compared to basic and diluted earnings per share of $0.54 for the
nine months  ended  September  30,  2004.  Net income for the three months ended
September 30, 2005 totaled $14.9 million, an increase of $1.6 million, or 11.9%,
compared to $13.3 million  reported for the same period in 2004.  Net income was
$43.7 million for the nine months ended September 30, 2005, an increase of $11.5
million, or 35.7%, compared to $32.2 million for the same period in 2004.

The earnings and per share data 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,  from the July 14, 2004 merger date.
Earnings for the nine months ended  September 30, 2005 were also impacted by the
acceptance of a Voluntary Resignation  Initiative ("VRI") by certain officers of
the Company in the second quarter of 2005, which resulted in an after-tax charge
of  $815,000.  Third  quarter  and nine months 2004  earnings  were  impacted by
one-time  expenses  related to the merger and  integration  of First  Sentinel's
operations of approximately $870,000, net of tax.

Paul M. Pantozzi,  Chairman and Chief Executive Officer,  commented,  "Our third
quarter  results  reflect  our  disciplined  response to the  challenges  of the
current  operating  environment.  As the yield curve  continued  to flatten,  we
remained  competitive  but not  aggressive  in our  pricing  of both  loans  and
deposits in order to minimize  compression of our net interest margin. We viewed
this as a  strategic  priority  as opposed to balance  sheet  growth for its own
sake.  We  remained   similarly   disciplined  in  our  ongoing   management  of
non-interest expense toward the goal of improvement in our operating efficiency.
Finally,  our capital management strategy has remained on track, as evidenced by
the repurchase of 1.6 million shares during the quarter and the Board's approval
of an increased cash dividend."

Declaration of Quarterly Dividend

The Company's Board of Directors declared a quarterly cash dividend of $0.09 per
common  share,  an increase of 12.5% from the prior  quarter's  cash dividend of
$0.08 per share,  payable on November 30, 2005, to  stockholders of record as of
the close of business on November 14, 2005.

Balance Sheet Summary

Total assets were $6.18 billion at September 30, 2005, compared to $6.43 billion
at December 31, 2004, as  reductions  in  securities  balances were used to fund
repayments of borrowings, net deposit outflows and common stock repurchases.

Total  investments  decreased $265.7 million,  or 14.0%,  during the nine months
ended September 30, 2005. The decrease was primarily attributable to paydowns on
mortgage-backed  securities and maturities of debt securities.  In addition, the
Company sold $32.7 million of primarily  mortgage-backed  securities  during the
period as part of its ongoing interest rate risk management process.

The Company's net loans decreased $26.2 million, or 0.7%, during the nine months
ended  September  30, 2005,  despite  loan  originations  of $841.1  million and
purchases of $110.0  million,  as loan  repayments  continued at an  accelerated
pace.  Further  contributing to this decline,  the Company sold $31.5 million in
20- and 30- year  fixed-rate  residential  mortgage loans during the nine months
ended September 30, 2005, as another component of the Company's ongoing interest
rate risk management process.




At September 30, 2005,  the Company's  unfunded  loan  pipeline  totaled  $793.8
million,  including  $318.7 million in  construction  loan  commitments,  $172.5
million in commercial loan commitments and $89.5 million in commercial  mortgage
commitments.  This compares with an unfunded loan pipeline of $730.9  million at
June 30, 2005.

Cash and cash  equivalents  increased $33.1 million,  or 20.2%,  during the nine
months ended September 30, 2005, pending deployment into  higher-yielding  asset
categories and/or repayment of maturing borrowings.

Borrowed funds decreased $117.7 million,  or 10.1%, during the nine months ended
September  30,  2005,  as a result of  maturities  and  paydowns  on  amortizing
obligations.

Total deposits  decreased $86.1 million,  or 2.1%,  during the nine months ended
September  30, 2005.  Total  deposits  were $3.96 billion at September 30, 2005,
with  core  deposits,   consisting  of  savings  and  demand  deposit  accounts,
representing 64.6% of total deposits.

Treasury  stock  increased  $83.3  million for the  year-to-date.  Common  stock
repurchases for the three and nine months ended September 30, 2005,  totaled 1.6
million shares at an average cost of $17.82 per share, and 4.7 million shares at
an average cost of $17.87 per share,  respectively.  At September 30, 2005, book
value per share and  tangible  book  value per  share  were  $15.55  and  $9.24,
respectively.  An additional 2.7 million  shares remain  eligible for repurchase
under the current common stock repurchase authorization.

Results of Operations

Net Interest Margin

The net interest margin  compressed  three basis points to 3.31% for the quarter
ended  September 30, 2005,  from 3.34% for the quarter ended June 30, 2005. This
was a decrease of 12 basis points compared with the net interest margin of 3.43%
for the  quarter  ended  September  30,  2004.  The  weighted  average  rate for
interest-earning assets was 5.11% for the three months ended September 30, 2005,
compared  with 5.01% for the  trailing  quarter  and 4.89% for the three  months
ended  September  30,  2004.  The  weighted  average  rate for  interest-bearing
liabilities  was 2.13% for the quarter ended  September 30, 2005,  compared with
1.97% for the trailing quarter and 1.70% for the third quarter of 2004.

For the nine months ended September 30, 2005, the net interest margin was 3.35%.
This was a decrease of six basis points compared with the net interest margin of
3.41% for the nine months ended  September 30, 2004.  The weighted  average rate
for  interest-earning  assets was 5.03% for the nine months ended  September 30,
2005,  compared  with 4.77% for the nine months ended  September  30, 2004.  The
weighted  average rate for  interest-bearing  liabilities was 1.99% for the nine
months ended  September 30, 2005,  compared with 1.69% for the nine months ended
September  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 $7.8 million for the quarter  ended  September 30,
2005, a decrease of $380,000,  or 4.6%,  compared to the same period in 2004. An
increase of $531,000 in fee income for the quarter  ended  September  30,  2005,
compared with the same period in 2004, was more than offset by a decrease in net
gains on securities  sales of $364,000 and a $578,000  decrease in other income.
The increase in fee income was primarily  attributable  to loan  prepayment fees
and  fees  related  to the  outsourcing  of the  official  check  function.  The
reduction in other  income was  primarily  attributable  to the  recognition  of
losses on loan sales of $221,000  during the quarter  ended  September 30, 2005,
compared with gains of $90,000 realized during the same period in 2004.

For the year-to-date,  non-interest  income totaled $21.5 million, a decrease of
$1.0  million,  or 4.6%,  compared to the same period in 2004.  Increases in fee
income of $1.7  million  and  income on Bank Owned Life  Insurance  ("BOLI")  of
$645,000  were  more than  offset by a  reduction  in  securities  gains of $1.2
million  and a decline in other  income of $2.2  million.  The  increase  in fee
income was primarily  attributable to loan  prepayment  fees, ATM and debit card
income,  fees  related to the  outsourcing  of the official  check  function and
mortgage  servicing  fees. The increase in BOLI income was primarily a result of
additional  BOLI  acquired  from First  Sentinel in the July 2004 merger.  Other
income for the nine months ended  September  30, 2005,  included  losses on loan
sales of $231,000, compared with gains of $1.4 million recorded in 2004.

Non-Interest Expense

For the three months ended September 30, 2005,  non-interest  expense  decreased
$4.3  million,  or 12.6%,  to $30.0  million,  compared to $34.3 million for the
three  months  ended  September  30, 2004.  Compensation  and employee  benefits
expense  decreased  $2.6  million  for the quarter  ended  September  30,  2005,
compared with the same period in 2004,  due primarily to reductions in staff and
executive  severance costs recorded in 2004. The Company  employed 895 full-time
equivalent  employees  at  September  30,  2005,  compared  with  961  full-time




equivalent  employees  at  September  30, 2004.  Advertising  expense  decreased
$767,000 for the quarter ended September 30, 2005, compared with the same period
in 2004, largely as a result of the cost of customer  communications  associated
with the  integration of the First Sentinel  business in 2004.  Amortization  of
intangibles  decreased  $358,000  for the  quarter  ended  September  30,  2005,
compared with the same period in 2004,  primarily as a result of the  conclusion
of the  amortization of a core deposit  intangible from an earlier  acquisition.
Furthermore, other non-interest expense decreased $521,000 for the quarter ended
September  30, 2005,  compared  with the same period in 2004,  with  significant
reductions noted in consultant fees and printing and supplies expense.

For the nine months ended  September 30, 2005,  non-interest  expense  increased
$7.6 million, or 8.7%, to $94.6 million,  compared to $87.1 million for the nine
months ended  September 30, 2004.  Compensation  and employee  benefits  expense
increased  $3.8 million for the nine months ended  September 30, 2005,  compared
with the same period in 2004,  as a result of increased  staffing  following the
First Sentinel  acquisition and a $1.4 million expense  recognized in the second
quarter  of 2005  in  connection  with  the  VRI.  Amortization  of  intangibles
increased  $2.5 million for the nine months ended  September 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 $642,000 for the nine months ended September 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  $1.6 million for the nine months ended  September  30, 2005,  compared
with the same period in 2004.

The Company's annualized  non-interest expense as a percentage of average assets
improved to 1.9% for the quarter ended  September  30, 2005,  compared with 2.2%
for the same  period in 2004.  For the nine months  ended  September  30,  2005,
annualized  non-interest  expense as a  percentage  of average  assets was 2.0%,
compared  with  2.4%  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 57.1% for the quarter ended  September  30, 2005,  compared
with 62.3% for the same period in 2004. For the nine months ended  September 30,
2005, the efficiency ratio was 59.3%, compared with 63.8% for the same period in
2004.


Asset Quality

The Company continues to emphasize asset quality.  Total non-performing loans at
September 30, 2005 were $6.5 million, or 0.18% of total loans,  compared to $6.2
million,  or 0.17% of total loans at December 31,  2004,  and $4.9  million,  or
0.13% of total loans at September 30, 2004. At September 30, 2005, the Company's
allowance for loan losses was 0.89% of total loans, compared with 0.91% of total
loans at December 31, 2004,  and 0.90% of total loans at September 30, 2004. The
Company  recorded  provisions  for loan losses of $100,000  and $500,000 for the
three and nine months ended  September  30, 2005,  respectively,  compared  with
provisions  of $1.1 million and $2.7 million for the three and nine months ended
September 30, 2004, respectively.  For the three and nine months ended September
30, 2005,  net  charge-offs  totaled  $832,000 and $1.6  million,  respectively,
compared  with net  charge-offs  of $1.3  million and $2.6  million for the same
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  76 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  October  28,  2005  regarding  highlights  of the
Company's  third  quarter 2005  financial  results.  The call may be accessed by
dialing 1-877-407-9210  (Domestic) or 1-201-689-8049  (International).  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
              September 30, 2005 (Unaudited) and December 31, 2004
                             (Dollars in Thousands)


                            Assets                                      September 30, 2005              December 31, 2004
                                                                 --------------------------------- ----------------------------


                                                                                            
Cash and due from banks                                         $                       127,076   $                  121,187
Federal funds sold                                                                       60,000                       16,000
Short-term investments                                                                    9,680                       26,507
                                                                 --------------------------------- ----------------------------
                  Total cash and cash equivalents                                       196,756                      163,694
                                                                 --------------------------------- ----------------------------

Investment securities (market value of $420,375
        at September 30, 2005 (unaudited) and $450,071
        at December 31, 2004)                                                           421,057                      445,633
Securities available for sale, at fair value                                          1,170,318                    1,406,340
Federal Home Loan Bank stock                                                             43,208                       48,283

Loans held for sale                                                                       1,664                           --

Loans                                                                                 3,679,907                    3,707,211
        Less allowance for loan losses                                                   32,621                       33,766
                                                                 --------------------------------- ----------------------------
                  Net loans                                                           3,647,286                    3,673,445
                                                                 --------------------------------- ----------------------------

Foreclosed assets, net                                                                      421                          140
Banking premises and equipment, net                                                      62,538                       64,605
Accrued interest receivable                                                              20,893                       23,865
Intangible assets                                                                       437,459                      443,148
Bank-owned life insurance                                                               109,770                      105,932
Other assets                                                                             64,101                       58,237
                                                                 --------------------------------- ----------------------------
                  Total assets                                  $                     6,175,471  $                 6,433,322
                                                                 ================================= ============================

             Liabilities and Stockholders' Equity
Deposits:
        Demand deposits                                         $                     1,142,838  $                 1,116,812
        Savings deposits                                                              1,418,168                    1,538,466
        Certificates of deposit of $100,000 or more                                     278,111                      253,024
        Other time deposits                                                           1,125,231                    1,142,171
                                                                 --------------------------------- ----------------------------
                  Total deposits                                                      3,964,348                    4,050,473

Mortgage escrow deposits                                                                 18,768                       15,389
Borrowed funds                                                                        1,048,387                    1,166,064
Subordinated debentures                                                                  26,611                       27,113
Other liabilities                                                                        38,955                       37,507
                                                                 --------------------------------- ----------------------------
                  Total liabilities                                                   5,097,069                    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 69,372,501 shares outstanding at
  September 30, 2005, and 74,078,784 shares outstanding
   at December 31, 2004                                                                     799                          799
Additional paid-in capital                                                              963,545                      960,792
Retained earnings                                                                       385,685                      358,678
Accumulated other comprehensive (loss) income                                            (6,893)                       3,767
Treasury stock at cost                                                                 (154,152)                     (70,810)
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                        (74,062)                     (76,101)
Common Stock acquired by the Stock Award Plan                                           (36,520)                     (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                                          1,078,402                    1,136,776
                                                                  -------------------------------- ----------------------------
                  Total liabilities and stockholders'
                      equity                                     $                    6,175,471   $                6,433,322
                                                                  ================================ ============================




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



                                                         Three Months Ended             Nine Months Ended
                                                           September 30,                  September 30,
                                                    -----------------------------  ----------------------------
                                                        2005           2004            2005          2004
                                                    ------------- ---------------  ------------- --------------
Interest income:
                                                                                    
 Real estate secured loans                         $    38,759   $      36,978    $   115,673   $     84,283
 Commercial loans                                        5,691           3,953         15,927         10,979
 Consumer loans                                          7,889           6,552         22,390         15,948
 Investment securities                                   4,275           4,799         12,925         14,522
 Securities available for sale                          12,271          14,423         38,901         32,603
 Other short-term investments                              103             108            419            408
 Federal funds                                             283              95            819            469
                                                    ------------- ---------------  ------------- --------------
                   Total interest income                69,271          66,908        207,054        159,212
                                                    ------------- ---------------  ------------- --------------

Interest expense:
 Deposits                                               15,603          11,321         42,619         27,123
 Borrowed funds                                          8,478           8,404         25,405         18,008
 Subordinated debentures                                   379             253          1,083            253
                                                    ------------- ---------------  ------------- --------------
                   Total interest expense               24,460          19,978         69,107         45,384
                                                    ------------- ---------------  ------------- --------------
                   Net interest income                  44,811          46,930        137,947        113,828

Provision for loan losses                                  100           1,050            500          2,700
                                                    ------------- ---------------  ------------- --------------
                   Net interest income after
                   provision for loan losses            44,711          45,880        137,447        111,128
                                                    ------------- ---------------  ------------- --------------

Non-interest income:
 Fees                                                    6,384           5,853         17,261         15,536
 Net gain on securities transactions                       213             577            151          1,312
 Bank-owned life insurance                               1,286           1,255          3,838          3,193
 Other income                                              (63)            515            292          2,531
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest income             7,820           8,200         21,542         22,572
                                                    ------------- ---------------  ------------- --------------

Non-interest expense:
 Compensation and employee benefits                     15,221          17,869         50,186         46,351
 Net occupancy expense                                   4,842           4,837         14,523         12,355
 Data processing expense                                 2,135           2,156          6,462          5,820
 Amortization of intangibles                             1,595           1,953          5,581          3,048
 Advertising and promotion                               1,086           1,853          3,290          4,897
 Other operating expenses                                5,151           5,672         14,593         14,612
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest expense           30,030          34,340         94,635         87,083
                                                    ------------- ---------------  ------------- --------------
                   Income before income tax expense     22,501          19,740         64,354         46,617
Income tax expense                                       7,564           6,397         20,626         14,399
                                                    ------------- ---------------  ------------- --------------
                   Net income                      $    14,937   $      13,343    $    43,728   $     32,218
                                                    ============= ===============  ============= ==============

Basic earnings per share                                 $0.23           $0.19          $0.66          $0.54
Average basic shares outstanding                    65,324,553      68,729,870     66,730,203     59,444,983

Diluted earnings per share                               $0.23           $0.19          $0.65          $0.54
Average diluted shares outstanding                  66,081,331      69,370,675     67,487,825     59,660,492







                                                       PROVIDENT FINANCIAL SERVICES, INC.
                                                       CONSOLIDATED FINANCIAL HIGHLIGHTS
                                                       (Dollars in thousands, except share data) (Unaudited)
                                                            At or for the Three            At or for the Nine
                                                                Months Ended                  Months Ended
                                                               September 30,                 September 30,
                                                       -------------------------------------------------------------
                                                             2005           2004          2005           2004
                                                             ----           ----          ----           ----
INCOME STATEMENT:
                                                                                             
Net interest income                                          $44,811        $46,930       $137,947       $113,828
Provision for loan losses                                        100          1,050            500          2,700
Non-interest income                                            7,820          8,200         21,542         22,572
Non-interest expense                                          30,030         34,340         94,635         87,083
Income before income tax expense                              22,501         19,740         64,354         46,617
Net income                                                    14,937         13,343         43,728         32,218
Basic earnings per share                                       $0.23          $0.19          $0.66          $0.54
Diluted earnings per share                                     $0.23          $0.19          $0.65          $0.54
Interest rate spread                                            2.98%          3.19%          3.04%          3.08%
Net interest margin                                             3.31%          3.43%          3.35%          3.41%

PROFITABILITY:
Annualized return on average assets                             0.96%          0.87%          0.93%          0.88%
Annualized return on average equity                             5.42%          5.16%          5.28%          4.84%
Annualized non-interest expense to
    average assets                                              1.93%          2.21%          2.02%          2.37%
Efficiency ratio (1)                                           57.06%         62.29%         59.34%         63.84%

ASSET QUALITY:
Non-performing loans                                                                        $6,465         $4,889
Foreclosed assets                                                                              421             32
Non-performing loans to
    total loans                                                                               0.18%          0.13%
Non-performing assets to
    total assets                                                                              0.11%          0.08%
Allowance for loan losses                                                                  $32,621        $33,630
Allowance for loan losses to
    non-performing loans                                                                    504.58%        687.92%
Allowance for loan losses to
    total loans                                                                               0.89%          0.90%

AVERAGE BALANCE SHEET DATA:
Assets                                                    $6,188,773     $6,154,411     $6,266,827     $4,886,347
Loans, net                                                 3,659,764      3,405,859      3,658,180      2,636,690
Earning assets                                             5,402,747      5,442,634      5,481,589      4,461,198
Core deposits                                              2,566,915      2,540,794      2,581,520      2,019,111
Borrowings                                                 1,103,611      1,173,304      1,131,788        854,321
Interest-bearing liabilities                               4,565,435      4,670,130      4,635,726      3,591,234
Stockholders' equity                                       1,092,876      1,034,078      1,108,125        889,517
Average yield on interest-
    earning assets                                              5.11%          4.89%          5.03%          4.77%
Average cost of interest-
    bearing liabilities                                         2.13%          1.70%          1.99%          1.69%





Notes
(1) Efficiency Ratio Calculation


                                                             Three Months Ended            Nine Months Ended
                                                                September 30,                September 30,
                                                                -------------                -------------
                                                             2005           2004          2005           2004
                                                             ----           ----          ----           ----
                                                                                             
Net interest income                                          $44,811        $46,930       $137,947       $113,828
Non-interest income                                            7,820          8,200         21,542         22,572
                                                           ---------      ---------     ----------     ----------
Total income                                                 $52,631        $55,130       $159,489       $136,400
                                                              ======         ======        =======        =======

Non-interest expense                                         $30,030        $34,340       $ 94,635       $ 87,083
                                                              ======         ======         ======         ======

    Expense/Income:                                           57.06%         62.29%         59.34%         63.84%
                                                              ======         ======         ======         ======









Average Quarterly Balances
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in Thousands)                      September 30, 2005                     June 30, 2005
                                                        ------------------                     -------------
                                                  Average                 Average        Average              Average
                                                  Balance      Interest    Yield         Balance    Interest   Yield
                                             ---------------------------------------  ---------------------------------
Interest-Earning Assets:
                                                                                                 
   Federal Funds Sold and
      Other Short-Term Investments            $       46,332 $         386      3.31%  $     82,202 $       588    2.87%
   Investment Securities (1)                         429,596         4,275      3.99%       425,340       4,218    3.97%
   Securities Available for Sale                   1,222,842        11,705      3.83%     1,276,344      12,302    3.86%
   Federal Home Loan Bank Stock                       44,213           566      5.08%        45,423         548    4.84%
   Net Loans (2)
      Total Mortgage Loans                         2,747,397        38,759      5.63%     2,772,638      38,636    5.57%
      Total Commercial Loans                         371,342         5,691      6.00%       356,216       5,283    5.87%
      Total Consumer Loans                           541,025         7,889      5.79%       531,252       7,251    5.47%
                                               -------------  ------------              -----------  ----------
      Total Interest-Earning Assets                5,402,747        69,271      5.11%     5,489,415      68,826    5.01%
                                               -------------  ------------              -----------  ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                           102,519                                101,294
   Other Assets                                      683,507                                683,839
                                               -------------                            -----------
        Total Assets                          $    6,188,773                           $  6,274,548
                                               =============                            ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      614,294         1,698      1.10%  $    606,275       1,245    0.82%
   Savings Deposits                                1,468,944         4,119      1.11%     1,520,867       4,004    1.06%
   Time Deposits                                   1,378,586         9,786      2.82%     1,393,860       8,862    2.55%
                                               -------------  ------------              -----------  ----------
        Total Deposits                             3,461,824        15,603      1.79%     3,521,002      14,111    1.61%
                                               -------------  ------------              -----------  ----------

   Borrowed Funds                                  1,103,611         8,857      3.18%     1,124,017       8,744    3.12%
                                               -------------  ------------              -----------  ----------
         Total Borrowings                          1,103,611         8,857      3.18%     1,124,017       8,744    3.12%
                                               -------------  ------------              -----------  ----------
        Total Interest-Bearing Liabilities         4,565,435        24,460      2.13%     4,645,019      22,855    1.97%
                                               -------------  ------------              -----------  ----------

Non-Interest Bearing Liabilities                     530,462                                523,149
                                               -------------                            -----------
          Total Liabilities                        5,095,897                              5,168,168
Stockholders' Equity                               1,092,876                              1,106,380
                                               -------------                            -----------
          Total Liabilities & Stockholders'
           Equity                             $    6,188,773                           $  6,274,548
                                               =============                            ===========

Net interest income                                          $      44,811                          $    45,971
                                                              ============                           ==========

Net interest rate spread                                                        2.98%                              3.04%
                                                                                ====                               ====
Net interest-earning assets                   $      837,312                           $    844,396
                                               =============                            ===========

Net interest margin (3)                                                         3.31%                              3.34%
                                                                                ====                               ====
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.




                                                 9/30/05       6/30/05     3/31/05     12/31/04     9/30/04
                                                 3rd Qtr.      2nd Qtr.    1st Qtr.     4th Qtr.    3rd Qtr.
Interest-Earning Assets:
                                                                                      
   Securities                                      3.88%         3.86%       3.90%        3.76%      3.79%
   Net Loans                                       5.69%         5.58%       5.53%        5.52%      5.55%
     Total Interest-Earning Assets                 5.11%         5.01%       4.97%        4.90%      4.89%

Interest-Bearing Liabilities:
   Total Deposits                                  1.79%         1.61%       1.48%        1.37%      1.29%
   Total Borrowings                                3.18%         3.12%       3.08%        3.01%      2.94%
     Total Interest-Bearing Liabilities            2.13%         1.97%       1.88%        1.79%      1.70%

Interest Rate Spread                               2.98%         3.04%       3.09%        3.11%      3.19%
Net Interest Margin                                3.31%         3.34%       3.38%        3.38%      3.43%
Ratio of Interest-Earning Assets to
     Total Interest-Bearing Liabilities            1.18x         1.18x       1.18x        1.18x      1.17x



Average YTD Balances
NET INTEREST MARGIN ANALYSIS
(Unaudited)(Dollars in Thousands)


                                                        September 30, 2005                     June 30, 2005
                                                        ------------------                     -------------
                                                  Average                 Average        Average              Average
                                                  Balance      Interest    Yield         Balance    Interest   Yield
                                             ---------------------------------------  ---------------------------------
Interest-Earning Assets:
                                                                                                 
   Federal Funds Sold and
        Other Short-Term Investments          $       58,256 $       1,238      2.84%  $    106,645 $       877    1.10%
   Investment Securities (1)                         431,567        12,925      4.00%       494,534      14,522    3.92%
   Securities Available for Sale                   1,287,927        37,399      3.87%     1,185,256      32,192    3.63%
   Federal Home Loan Bank Stock                       45,659         1,502      4.40%        38,073         411    1.44%
   Net Loans (2)
        Total Mortgage Loans                       2,768,364       115,673      5.57%     1,960,222      84,283    5.74%
        Total Commercial Loans                       358,960        15,927      5.85%       314,134      10,979    4.67%
        Total Consumer Loans                         530,856        22,390      5.64%       362,334      15,948    5.88%
                                               -------------  ------------              -----------  ----------
        Total Interest-Earning Assets              5,481,589       207,054      5.03%     4,461,198     159,212    4.77%
                                               -------------  ------------              -----------  ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                           102,015                                 88,748
   Other Assets                                      683,223                                336,401
                                               -------------                            -----------
            Total Assets                      $    6,266,827                           $  4,886,347
                                               =============                            ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      611,943         4,139      0.90%  $    508,172       3,143    0.83%
   Savings Deposits                                1,502,628        11,745      1.05%     1,155,000       7,327    0.85%
   Time Deposits                                   1,389,367        26,735      2.57%     1,073,741      16,653    2.07%
                                               -------------  ------------              -----------  ----------
            Total Deposits                         3,503,938        42,619      1.63%     2,736,913      27,123    1.32%
                                               -------------  ------------              -----------  ----------

   Borrowed Funds                                  1,131,788        26,488      3.13%       854,321      18,261    2.86%
                                               -------------  ------------              -----------  ----------
          Total Borrowings                         1,131,788        26,488      3.13%       854,321      18,261    2.86%
                                               -------------  ------------              -----------  ----------
         Total Interest-Bearing Liabilities        4,635,726        69,107      1.99%     3,591,234      45,384    1.69%
                                               -------------  ------------              -----------  ----------

Non-Interest Bearing Liabilities                     522,976                                405,596
                                               -------------                            -----------
             Total Liabilities                     5,158,702                              3,996,830
Stockholders' Equity                               1,108,125                                889,517
                                               -------------                            -----------
            Total Liabilities & Stockholders'
             Equity                           $    6,266,827                           $  4,886,347
                                               =============                            ===========

Net interest income                                          $     137,947                          $   113,828
                                                              ============                           ==========

Net interest rate spread                                                        3.04%                              3.08%
                                                                                ====                               ====
Net interest-earning assets                   $      845,863                           $    869,964
                                               =============                            ===========

Net interest margin (3)                                                         3.35%                              3.41%
                                                                                ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.18x                                  1.24x
                                               =============                            ===========

<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.



                                                          Nine Months Ended
                                               ---------------------------------------
                                                  9/30/05       9/30/04     9/30/03
                                                  -------       -------     -------
Interest-Earning Assets:
                                                                    
   Securities                                      3.88%         3.51%       3.26%
   Net Loans                                       5.60%         5.63%       6.28%
     Total Interest-Earning Assets                 5.03%         4.77%       4.82%

Interest-Bearing Liabilities:
   Total Deposits                                  1.63%         1.32%       1.76%
   Total Borrowings                                3.13%         2.86%       2.77%
      Total Interest-Bearing Liabilities           1.99%         1.69%       1.95%

Interest Rate Spread                               3.04%         3.08%       2.87%
Net Interest Margin                                3.35%         3.41%       3.35%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.18x         1.24x       1.33x