NEWS RELEASE

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

FOR RELEASE 7:43 A.M. Eastern Time: January 26, 2006


    Provident Financial Services, Inc. Announces Fourth Quarter and Full-Year
                               Earnings for 2005


JERSEY  CITY,  NJ,  January 26  /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  December  31,  2005,  representing
decreases of 7.1% and 7.2%, respectively, compared to basic and diluted earnings
per share of $0.25 and $0.24,  respectively  for the quarter ended  December 31,
2004. Basic and diluted  earnings per share were $0.89 and $0.88,  respectively,
for the year ended December 31, 2005, representing increases of 10.6% and 10.0%,
respectively,  compared to basic and diluted earnings per share of $0.80 for the
year ended December 31, 2004. Net income for the three months ended December 31,
2005 totaled $14.8 million,  a decrease of $2.3 million,  or 13.5%,  compared to
$17.1 million reported for the same period in 2004. Net income was $58.5 million
for the year ended  December 31, 2005,  an increase of $9.2  million,  or 18.7%,
compared to $49.3 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 year ended  December 31, 2005 also reflect 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.
Fourth  quarter and full year 2004 earnings  were impacted by one-time  expenses
related  to the  merger  and  integration  of  First  Sentinel's  operations  of
approximately $291,000 and $1.2 million,  respectively, net of tax. Furthermore,
fourth quarter and full year 2004 earnings  included a $1.9 million reduction in
income tax expense resulting from a reduction in a valuation allowance against a
deferred tax asset.

Paul M.  Pantozzi,  Chairman and Chief  Executive  Officer,  commented,  "In the
fourth quarter we maintained our disciplined  response to a challenging economic
and  competitive  environment.  While solid,  our earnings  results  reflect the
impact of a flat yield curve that  continued to put pressure on our net interest
margin  during the  quarter,  as it did  throughout  2005.  To  minimize  margin
compression,   we  adhered  to  our  strategies  of  pricing  deposit  offerings
conservatively  and of using  cash  flows  from  maturing  securities  to reduce
wholesale borrowings.  These strategies  constrained asset growth in general and
deposit growth in particular, but we viewed margin preservation as a priority in
the  current  interest  rate  environment.  In  addition,  we sought to  sustain
earnings  momentum and to enhance  operating  efficiency by continuing to manage
non-interest expenses."

Declaration of Quarterly Dividend

The Company's Board of Directors declared a quarterly cash dividend of $0.09 per
common share payable on February 28, 2006, to  stockholders  of record as of the
close of business on February 15, 2006.

Balance Sheet Summary

Total assets were $6.05 billion at December 31, 2005,  compared to $6.43 billion
at December 31, 2004, as reductions in cash and securities balances were used to
fund loan  originations,  repayments  of  borrowings,  net deposit  outflows and
common stock repurchases.

Cash and cash  equivalents  decreased $46.4 million,  or 28.4%,  during the year
ended December 31, 2005.

Total  investments  decreased  $358.1 million,  or 19.3%,  during the year ended
December  31,  2005.  The decrease  was  primarily  attributable  to paydowns on
mortgage-backed  securities and maturities of debt securities.  In addition, the
Company sold $34.3 million of primarily  mortgage-backed  securities  during the
year as part of its ongoing interest rate risk management process.

The Company's net loans  increased  $33.7 million,  or 0.9%, to $3.71 billion at
December 31,  2005,  from $3.67  billion at December  31,  2004,  driven by loan
originations of $1.17 billion and loan purchases of $137.4 million.  The Company

                                       1


sold $36.2  million in 20- and 30-year  fixed-rate  residential  mortgage  loans
during the year ended  December 31, 2005, as another  component of the Company's
ongoing interest rate risk management process.

At December 31, 2005,  the  Company's  unfunded  loan  pipeline  totaled  $696.2
million,  including  $211.2 million in  construction  loan  commitments,  $168.9
million in commercial loan commitments and $97.4 million in commercial  mortgage
commitments.  This compares with an unfunded loan pipeline of $793.8  million at
September 30, 2005.

Borrowed  funds  decreased  $196.0  million,  or 16.8%,  during  the year  ended
December  31,  2005,  as a result  of  maturities  and  paydowns  on  amortizing
obligations.

Total deposits decreased $129.0 million, or 3.2%, during the year ended December
31, 2005.  Total  deposits  were $3.92  billion at December 31, 2005,  with core
deposits, consisting of savings and demand deposit accounts,  representing 63.1%
of total deposits.

Treasury  stock  increased  $96.3  million for the  year-to-date.  Common  stock
repurchases  for the three and twelve  months ended  December 31, 2005,  totaled
711,000 shares at an average cost of $18.24 per share, and 5.4 million shares at
an average cost of $17.92 per share,  respectively.  At December 31, 2005,  book
value per share and  tangible  book  value per  share  were  $15.68  and  $9.33,
respectively.  An additional 2.0 million  shares remain  eligible for repurchase
under the current common stock repurchase authorization.

Results of Operations

Net Interest Margin

The net interest  margin  compressed  four basis points to 3.27% for the quarter
ended  December 31, 2005,  from 3.31% for the quarter ended  September 30, 2005.
This was a decrease of 11 basis points  compared with the net interest margin of
3.38% for the quarter  ended  December 31, 2004.  The weighted  average rate for
interest-earning  assets was 5.20% for the three months ended December 31, 2005,
compared  with 5.11% for the  trailing  quarter  and 4.90% for the three  months
ended  December  31,  2004.  The  weighted  average  rate  for  interest-bearing
liabilities  was 2.29% for the quarter  ended  December 31, 2005,  compared with
2.13% for the trailing quarter and 1.79% for the fourth quarter of 2004.

For the year ended  December 31, 2005, the net interest  margin was 3.34%.  This
was a decrease of six basis  points  compared  with the net  interest  margin of
3.40% for the year ended  December  31,  2004.  The  weighted  average  rate for
interest-earning assets was 5.08% for the year ended December 31, 2005, compared
with 4.81% for the year ended December 31, 2004.  The weighted  average rate for
interest-bearing  liabilities  was 2.07% for the year ended  December  31, 2005,
compared  with 1.72% for the year ended  December 31, 2004.  The higher rates on
interest-earning  assets and interest-bearing  liabilities reflect the increases
in market interest rates experienced throughout the past year.

Non-Interest Income

Non-interest  income  totaled  $7.7 million for the quarter  ended  December 31,
2005,  an increase  of $1.1  million,  or 16.7%,  compared to the same period in
2004.  Fee income  increased  $384,000 for the quarter ended  December 31, 2005,
compared  with the same  period in 2004,  while net  gains on  securities  sales
increased  $159,000 and other  income  increased  $536,000.  The increase in fee
income  was  primarily  attributable  to  deposit  fees and fees  related to the
outsourcing  of the official  check  function.  The increase in other income was
primarily attributable to a gain recognized on the call of an FHLB advance.

For the year ended December 31, 2005, non-interest income totaled $29.2 million,
an increase of $70,000,  or 0.2%,  compared to 2004.  Increases in fee income of
$2.1 million and income on Bank Owned Life  Insurance  ("BOLI") of $666,000 were
largely offset by a reduction in securities  gains of $1.0 million and a decline
in other  income of $1.7  million.  The  increase  in fee income  was  primarily
attributable to deposit fees,  loan  prepayment  fees, ATM and debit card income
and fees related to the outsourcing of the official check function. The increase
in BOLI income was primarily a result of additional BOLI acquired from the First
Sentinel  merger.  Other income for the year ended  December 31, 2005,  included
losses on loan sales of $152,000,  compared with gains of $1.5 million  recorded
in 2004.

Non-Interest Expense

For the three months ended  December 31, 2005,  non-interest  expense  decreased
$2.7 million, or 8.4%, to $29.5 million, compared to $32.3 million for the three
months ended  December 31,  2004.  Other  non-interest  expense  decreased  $2.0
million for the quarter ended  December 31, 2005,  compared with the same period

                                       2


in 2004, with significant reductions in consultant fees, insurance, printing and
supplies expense. Amortization of intangibles decreased $639,000 for the quarter
ended  December 31, 2005,  compared with the same period in 2004, as a result of
scheduled reductions in core deposit intangible  amortization and a reduction in
mortgage   servicing  rights   amortization   resulting  from  slower  principal
repayments.

For the year ended  December  31,  2005,  non-interest  expense  increased  $4.8
million,  or 4.1%, to $124.2  million,  compared to $119.3  million for the year
ended December 31, 2004.  Compensation and employee  benefits expense  increased
$3.7 million for the year ended December 31, 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 $1.9 million
for the year ended  December  31, 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 $2.4 million and data  processing  expense of $530,000 for
the year ended  December 31, 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
serves as the  Provident  Loan Center.  Partially  offsetting  these  increases,
advertising  and  promotions  expense  declined  $1.7 million for the year ended
December 31, 2005,  compared with the same period in 2004 and other non-interest
expense  declined  $2.0  million.  The  decline  in other  non-interest  expense
included significant  reductions in consultant and audit related fees, insurance
costs and ATM processing expense.

The Company's annualized  non-interest expense as a percentage of average assets
improved to 1.93% for the quarter ended  December 31, 2005,  compared with 1.97%
for the same period in 2004. For the year ended December 31, 2005,  non-interest
expense as a percentage of average assets was 2.00%, compared with 2.24% for the
same period in 2004. The efficiency ratio  (non-interest  expense divided by the
sum of net interest income and  non-interest  income) was 57.72% for the quarter
ended  December 31, 2005,  compared with 58.52% for the same period in 2004. For
the year ended December 31, 2005, the efficiency ratio was 58.94%, compared with
62.31% for the same period in 2004.

Income Tax Expense

For the three and twelve months ended December 31, 2005, the Company's effective
tax rates were 31.4% and 31.9%, respectively,  compared with 22.2% and 28.1% for
the three and twelve months ended December 31, 2004, respectively. In the fourth
quarter of 2004, the Company  reduced a valuation  allowance  against a deferred
tax asset  related to  charitable  contributions.  The  reduction  in  valuation
allowance  resulted in a decrease in fourth  quarter  2004 income tax expense of
$1.9 million.

Asset Quality

The Company continues to emphasize asset quality.  Total non-performing loans at
December 31, 2005 were $6.0 million,  or 0.16% of total loans,  compared to $6.5
million,  or 0.18% of total loans at September 30, 2005,  and $6.2  million,  or
0.17% of total loans at December 31, 2004.  At December 31, 2005,  the Company's
allowance for loan losses was 0.86% of total loans, compared with 0.89% of total
loans at September 30, 2005,  and 0.91% of total loans at December 31, 2004. The
Company  recorded  provisions  for loan losses of $100,000  and $600,000 for the
three and twelve  months ended  December 31, 2005,  respectively,  compared with
provisions  of $900,000 and $3.6  million for the three and twelve  months ended
December 31, 2004, respectively.  For the three and twelve months ended December
31, 2005,  net  charge-offs  totaled  $741,000 and $2.4  million,  respectively,
compared with net  charge-offs of $764,000 and $3.4 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  January  26,  2006  regarding  highlights  of the
Company's  fourth quarter and year-end 2005 financial  results.  The call may be
accessed by dialing 1-877-407-8035 (Domestic) or 1-201-689-8035 (International).
Internet   access   to  the   call   is  also   available   (listen   only)   at
www.providentnj.com by going to Investor Relations and clicking on Webcast.

                                       3




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.





                                       4


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



                            Assets                                      December 31, 2005               December 31, 2004
                                                                 --------------------------------- ----------------------------

                                                                                             
Cash and due from banks                                         $                       107,353   $                  121,187
Federal funds sold                                                                          --                        16,000
Short-term investments                                                                    9,915                       26,507
                                                                 --------------------------------- ----------------------------
                  Total cash and cash equivalents                                       117,268                      163,694
                                                                 --------------------------------- ----------------------------

Investment securities (market value of $407,972
        at December 31, 2005 (unaudited) and $450,071
        at December 31, 2004)                                                           410,914                      445,633
Securities available for sale, at fair value                                          1,082,957                    1,406,340
Federal Home Loan Bank stock                                                             43,794                       48,283

Loans                                                                                 3,739,122                    3,707,211
        Less allowance for loan losses                                                   31,980                       33,766
                                                                 --------------------------------- ----------------------------
                  Net loans                                                           3,707,142                    3,673,445
                                                                 --------------------------------- ----------------------------

Foreclosed assets, net                                                                      670                          140
Banking premises and equipment, net                                                      60,949                       64,605
Accrued interest receivable                                                              23,155                       23,865
Intangible assets                                                                       435,838                      443,148
Bank-owned life insurance                                                               111,075                      105,932
Other assets                                                                             58,612                       58,237
                                                                 --------------------------------- ----------------------------
                  Total assets                                  $                     6,052,374   $                6,433,322
                                                                 ================================= ============================

             Liabilities and Stockholders' Equity
Deposits:
        Demand deposits                                         $                     1,109,507   $                1,116,812
        Savings deposits                                                              1,363,997                    1,538,466
        Certificates of deposit of $100,000 or more                                     304,229                      253,024
        Other time deposits                                                           1,143,725                    1,142,171
                                                                 --------------------------------- ----------------------------
                  Total deposits                                                      3,921,458                    4,050,473

Mortgage escrow deposits                                                                 18,121                       15,389
Borrowed funds                                                                          970,108                    1,166,064
Subordinated debentures                                                                  26,444                       27,113
Other liabilities                                                                        39,948                       37,507
                                                                 --------------------------------- ----------------------------
                  Total liabilities                                                   4,976,079                    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 68,661,800 shares outstanding at
  December 31, 2005, and 74,078,784 shares outstanding
   at December 31, 2004                                                                     799                          799
Additional paid-in capital                                                              964,555                      960,792
Retained earnings                                                                       395,589                      358,678
Accumulated other comprehensive (loss) income                                            (8,906)                       3,767
Treasury stock at cost                                                                 (167,113)                     (70,810)
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                        (73,316)                     (76,101)
Common Stock acquired by the Stock Award Plan                                           (35,313)                     (40,349)
Common Stock acquired by the Directors' Deferred Fee Plan                               (13,224)                     (13,379)

                                       5


Deferred compensation - Directors' Deferred Fee Plan                                     13,224                       13,379
                                                                  -------------------------------- ----------------------------
                  Total stockholders' equity                                          1,076,295                    1,136,776
                                                                  -------------------------------- ----------------------------
                  Total liabilities and stockholders'
                      equity                                     $                    6,052,374   $                6,433,322
                                                                  ================================ ============================





                                       6


                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
       Three Months and Year Ended December 31, 2005 and 2004 (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)



                                                         Three Months Ended                Year Ended
                                                            December 31,                  December 31,
                                                    -----------------------------  ----------------------------
                                                        2005           2004            2005          2004
                                                    ------------- ---------------  ------------- --------------
                                                            (Unaudited)                    (Unaudited)
Interest income:
                                                                                    
 Real estate secured loans                         $    38,659   $      39,313    $   154,332   $    121,291
 Commercial loans                                        5,996           5,025         21,923         18,309
 Consumer loans                                          8,133           7,136         30,523         23,084
 Investment securities                                   4,260           4,661         17,185         19,183
 Securities available for sale                          11,797          14,072         50,698         46,675
 Other short-term investments                               94              72            513            480
 Federal funds                                             469              52          1,288            521
                                                    ------------- ---------------  ------------- --------------
                   Total interest income                69,408          70,331        276,462        229,543
                                                    ------------- ---------------  ------------- --------------

Interest expense:
 Deposits                                               17,155          12,383         59,774         39,506
 Borrowed funds                                          8,354           9,099         33,759         27,107
 Subordinated debentures                                   391             319          1,474            572
                                                    ------------- ---------------  ------------- --------------
                   Total interest expense               25,900          21,801         95,007         67,185
                                                    ------------- ---------------  ------------- --------------
                   Net interest income                  43,508          48,530        181,455        162,358

Provision for loan losses                                  100             900            600          3,600
                                                    ------------- ---------------  ------------- --------------

                   Net interest income after
                   provision for loan losses            43,408          47,630        180,855        158,758
                                                    ------------- ---------------  ------------- --------------

Non-interest income:
 Fees                                                    5,707           5,323         22,968         20,859
 Net gain (loss) on securities transactions                157             (2)            308          1,310
 Bank-owned life insurance                               1,305           1,284          5,143          4,477
 Other income                                              510            (26)            802          2,505
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest income             7,679           6,579         29,221         29,151
                                                    ------------- ---------------  ------------- --------------

Non-interest expense:
 Compensation and employee benefits                     14,614          14,747         64,800         61,098
 Net occupancy expense                                   4,933           4,653         19,456         17,008
 Data processing expense                                 2,302           2,414          8,764          8,234
 Amortization of intangibles                             1,579           2,218          7,160          5,266
 Advertising and promotion                                 987           1,072          4,277          5,969
 Other operating expenses                                5,128           7,147         19,721         21,759
                                                    ------------- ---------------  ------------- --------------
                   Total non-interest expense           29,543          32,251        124,178        119,334
                                                    ------------- ---------------  ------------- --------------
                   Income before income tax expense     21,544          21,958         85,898         68,575
Income tax expense                                       6,773           4,875         27,399         19,274
                                                    ------------- ---------------  ------------- --------------
                   Net income                      $    14,771   $      17,083    $    58,499   $     49,301
                                                    ============= ===============  ============= ==============

Basic earnings per share                                   $0.23           $0.25          $0.89          $0.80
Average basic shares outstanding                      64,282,046      69,031,409     66,083,173     61,576,544

Diluted earnings per share                                 $0.23           $0.24          $0.88          $0.80
Average diluted shares outstanding                    65,022,636      69,766,411     66,836,536     61,932,173


                                       7





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

                                                            At or for the Three              At or for the
                                                                Months Ended                   Year Ended
                                                                December 31,                  December 31,
                                                       -------------------------------------------------------------
                                                             2005           2004          2005           2004
                                                             ----           ----          ----           ----
INCOME STATEMENT:
                                                                                               
Net interest income                                             $43,508       $48,530       $181,455       $162,358
Provision for loan losses                                           100           900            600          3,600
Non-interest income                                               7,679         6,579         29,221         29,151
Non-interest expense                                             29,543        32,251        124,178        119,334
Income before income tax expense                                 21,544        21,958         85,898         68,575
Net income                                                       14,771        17,083         58,499         49,301
Basic earnings per share                                          $0.23         $0.25          $0.89          $0.80
Diluted earnings per share                                        $0.23         $0.24          $0.88          $0.80
Interest rate spread                                              2.91%         3.11%          3.01%          3.09%
Net interest margin                                               3.27%         3.38%          3.34%          3.40%

PROFITABILITY:
Annualized return on average assets                               0.96%         1.05%          0.94%          0.93%
Annualized return on average equity                               5.45%         6.01%          5.32%          5.06%
Annualized non-interest expense to
    average assets                                                1.93%         1.97%          2.00%          2.24%
Efficiency ratio (1)                                             57.72%        58.52%         58.94%         62.31%

ASSET QUALITY:
Non-performing loans                                                                          $6,005         $6,195
Foreclosed assets                                                                                670            140
Non-performing loans to
    total loans                                                                                0.16%          0.17%
Non-performing assets to
    total assets                                                                               0.11%          0.10%
Allowance for loan losses                                                                    $31,980        $33,766
Allowance for loan losses to
    non-performing loans                                                                     532.56%        545.05%
Allowance for loan losses to
    total loans                                                                                0.86%          0.91%

AVERAGE BALANCE SHEET DATA:
Assets                                                       $6,084,665    $6,485,607     $6,220,912     $5,315,860
Loans, net                                                    3,661,156     3,711,983      3,658,930      2,906,982
Earning assets                                                5,315,713     5,705,720      5,439,779      4,774,031
Core deposits                                                 2,498,879     2,654,426      2,560,690      2,178,806
Borrowings                                                    1,029,271     1,246,652      1,105,948        956,922
Interest-bearing liabilities                                  4,484,223     4,835,099      4,597,539      3,909,188
Stockholders' equity                                          1,075,263     1,128,147      1,099,842        974,963
Average yield on interest-
    earning assets                                                5.20%         4.90%          5.08%          4.81%
Average cost of interest-
    bearing liabilities                                           2.29%         1.79%          2.07%          1.72%


                                       8




Notes
(1) Efficiency Ratio Calculation



                                                        Three Months Ended            Year Ended
                                                           December 31,              December 31,
                                                           ------------              ------------
                                                         2005        2004          2005        2004
                                                         ----        ----          ----        ----
                                                                                
Net interest income                                    $43,508     $48,530     $ 181,455    $162,358
Non-interest income                                      7,679       6,579        29,221      29,151
                                                     ----------  ----------   ----------  -----------
Total income                                          $ 51,187    $ 55,109     $ 210,676   $ 191,509
                                                        ======      ======       =======     =======

Non-interest expense                                  $ 29,543    $ 32,251     $ 124,178   $ 119,334
                                                        ======      ======       =======     =======

    Expense/Income:                                     57.72%      58.52%       58.94%      62.31%
                                                        ======      ======       ======      ======



                                       9





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



                                                        December 31, 2005                    September 30, 2005
                                                  Average                    Average    Average                 Average
                                                  Balance      Interest       Yield     Balance      Interest     Yield
                                             ---------------------------------------  ---------------------------------
Interest-Earning Assets:
                                                                                                
   Federal Funds Sold and
        Other Short-Term Investments          $       57,859 $        563      3.86%   $    46,332 $      386     3.31%
   Investment Securities (1)                         419,244        4,260      4.06%       429,596      4,275     3.99%
   Securities Available for Sale                   1,135,151       11,208      3.95%     1,222,842     11,705     3.83%
   Federal Home Loan Bank Stock                       42,303          589      5.52%        44,213        566     5.08%
   Net Loans (2)
        Total Mortgage Loans                       2,747,964       38,659      5.61%     2,747,397     38,759     5.63%
        Total Commercial Loans                       363,745        5,996      6.45%       371,342      5,691     6.00%
        Total Consumer Loans                         549,447        8,133      5.88%       541,025      7,889     5.79%
                                               -------------- ------------              ----------- ----------
        Total Interest-Earning Assets              5,315,713       69,408      5.20%     5,402,747     69,271     5.11%
                                               -------------- ------------              ----------- ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                            89,474                               102,519
   Other Assets                                      679,478                               683,507
                                               --------------                           -----------
            Total Assets                      $    6,084,665                           $ 6,188,773
                                               ==============                           ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      637,084        2,084      1.30%   $   614,294      1,698     1.10%
   Savings Deposits                                1,389,260        3,912      1.12%     1,468,944      4,119     1.11%
   Time Deposits                                   1,428,608       11,159      3.10%     1,378,586      9,786     2.82%
                                               -------------- ------------              ----------- ----------
            Total Deposits                         3,454,952       17,155      1.97%     3,461,824     15,603     1.79%
                                               -------------- ------------              ----------- ----------

   Borrowed Funds                                  1,029,271        8,745      3.37%     1,103,611      8,857     3.18%
                                               -------------- ------------              ----------- ----------
          Total Borrowings                         1,029,271        8,745      3.37%     1,103,611      8,857     3.18%
                                               -------------- ------------              ----------- ----------
         Total Interest-Bearing Liabilities        4,484,223       25,900      2.29%     4,565,435     24,460     2.13%
                                               -------------- ------------              ----------- ----------

Non-Interest Bearing Liabilities                     525,179                               530,462
                                               --------------                           -----------
             Total Liabilities                     5,009,402                             5,095,897
Stockholders' Equity                               1,075,263                             1,092,876
                                               --------------                           -----------
            Total Liabilities &
             Stockholders' Equity             $    6,084,665                           $ 6,188,773
                                               ==============                           ===========

Net interest income                                          $     43,508                          $   44,811
                                                              ============                          ==========

Net interest rate spread                                                       2.91%                              2.98%
                                                                               ====                               ====
Net interest-earning assets                   $      831,490                           $   837,312
                                               ==============                           ===========

Net interest margin (3)                                                        3.27%                              3.31%
                                                                               ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.19x                                 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>



                                       10


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




                                                 12/31/05       9/30/05     6/30/05     3/31/05    12/31/04
                                                 4th Qtr.      3rd Qtr.    2nd Qtr.     1st Qtr.    4th Qtr.
                                                 --------      --------    --------     --------    --------
Interest-Earning Assets:
                                                                                      
   Securities                                      4.02%         3.88%       3.86%        3.90%      3.76%
   Net Loans                                       5.73%         5.69%       5.58%        5.53%      5.52%
     Total Interest-Earning Assets                 5.20%         5.11%       5.01%        4.97%      4.90%

Interest-Bearing Liabilities:
   Total Deposits                                  1.97%         1.79%       1.61%        1.48%      1.37%
   Total Borrowings                                3.37%         3.18%       3.12%        3.08%      3.01%
      Total Interest-Bearing Liabilities           2.29%         2.13%       1.97%        1.88%      1.79%

Interest Rate Spread                               2.91%         2.98%       3.04%        3.09%      3.11%
Net Interest Margin                                3.27%         3.31%       3.34%        3.38%      3.38%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.19x         1.18x        1.18x       1.18x      1.18x



                                       11




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



                                                        December 31, 2005                      December 31, 2004
                                                  Average                    Average    Average                 Average
                                                  Balance      Interest       Yield     Balance      Interest     Yield
                                             ---------------------------------------  ---------------------------------
Interest-Earning Assets:
                                                                                                
   Federal Funds Sold and
        Other Short-Term Investments          $       58,156 $      1,801      3.10%   $    87,635 $    1,001     1.14%
   Investment Securities (1)                         428,461       17,185      4.01%       484,583     19,183     3.96%
   Securities Available for Sale                   1,249,419       48,607      3.89%     1,253,570     45,968     3.67%
   Federal Home Loan Bank Stock                       44,813        2,091      4.67%        41,261        707     1.71%
   Net Loans (2)
        Total Mortgage Loans                       2,763,222      154,332      5.59%     2,183,550    121,291     5.55%
        Total Commercial Loans                       360,166       21,923      6.09%       320,669     18,309     5.71%
        Total Consumer Loans                         535,542       30,523      5.70%       402,763     23,084     5.73%
                                               -------------- ------------              ----------- ----------
        Total Interest-Earning Assets              5,439,779      276,462      5.08%     4,774,031    229,543     4.81%
                                               -------------- ------------              ----------- ----------

Non-Interest Earning Assets:
   Cash and Due from Banks                            98,854                                93,511
   Other Assets                                      682,279                               448,318
                                               --------------                           -----------
            Total Assets                      $    6,220,912                           $ 5,315,860
                                               ==============                           ===========

Interest-Bearing Liabilities:
   Demand Deposits                            $      618,280        6,223      1.01%   $   541,120      4,274     0.79%
   Savings Deposits                                1,474,053       15,657      1.06%     1,254,758     11,011     0.88%
   Time Deposits                                   1,399,258       37,894      2.71%     1,156,388     24,221     2.09%
                                               -------------- ------------              ----------- ----------
            Total Deposits                         3,491,591       59,774      1.71%     2,952,266     39,506     1.34%
                                               -------------- ------------              ----------- ----------

   Borrowed Funds                                  1,105,948       35,233      3.19%       956,922     27,679     2.89%
                                               -------------- ------------              ----------- ----------
          Total Borrowings                         1,105,948       35,233      3.19%       956,922     27,679     2.89%
                                               -------------- ------------              ----------- ----------
         Total Interest-Bearing Liabilities        4,597,539       95,007      2.07%     3,909,188     67,185     1.72%
                                               -------------- ------------              ----------- ----------

Non-Interest Bearing Liabilities                     523,531                               431,709
                                               --------------                           -----------
             Total Liabilities                     5,121,070                             4,340,897
Stockholders' Equity                               1,099,842                               974,963
                                               --------------                           -----------
            Total Liabilities &
             Stockholders' Equity             $    6,220,912                           $ 5,315,860
                                               ==============                           ===========

Net interest income                                          $    181,455                          $  162,358
                                                              ============                          ==========

Net interest rate spread                                                       3.01%                              3.09%
                                                                               ====                               ====
Net interest-earning assets                   $      842,240                           $   864,843
                                               ==============                           ===========

Net interest margin (3)                                                        3.34%                              3.40%
                                                                               ====                               ====
Ratio of interest-earning assets to
      interest-bearing liabilities                      1.18x                                 1.22x
                                               ==============                           ===========

<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>


                                       12





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



                                                             Year Ended
                                               ----------------------------------------
                                                 12/31/05      12/31/04    12/31/03
                                                 --------      --------    --------
Interest-Earning Assets:
                                                                    
   Securities                                      3.91%         3.58%       3.31%
   Net Loans                                       5.65%         5.60%       6.13%
     Total Interest-Earning Assets                 5.08%         4.81%       4.78%

Interest-Bearing Liabilities:
   Total Deposits                                  1.71%         1.34%       1.66%
   Total Borrowings                                3.19%         2.89%       2.72%
      Total Interest-Bearing Liabilities           2.07%         1.72%       1.87%

Interest Rate Spread                               3.01%         3.09%       2.91%
Net Interest Margin                                3.34%         3.40%       3.37%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.18x         1.22x        1.32x