Provident Financial Services, Inc. Announces Quarterly Earnings,
           Fifth Stock Repurchase Program and Declares Quarterly Cash Dividend


JERSEY CITY, NJ, July 27, 2006 - Provident Financial  Services,  Inc. (NYSE:PFS)
(the "Company")  reported basic and diluted  earnings per share of $0.22 for the
quarter  ended  June  30,  2006,   representing  increases  of  5.5%  and  5.4%,
respectively,  compared  to basic and  diluted  earnings  per share of $0.21 and
$0.20,  respectively,  for the quarter  ended June 30,  2005.  Basic and diluted
earnings per share were $0.44 and $0.43, respectively,  for the six months ended
June 30, 2006, representing increases of 2.0% and 1.9%,  respectively,  compared
to basic and diluted  earnings per share of $0.43 and $0.42,  respectively,  for
the six months ended June 30,  2005.  Net income for the three months ended June
30, 2006 totaled $13.5  million,  a decrease of $251,000,  or 1.8%,  compared to
$13.8 million reported for the same period in 2005. Net income was $27.3 million
for the six months  ended June 30, 2006,  a decrease of $1.5  million,  or 5.1%,
compared  to $28.8  million for the same period in 2005.  The  earnings  and per
share data for 2005 were impacted by the  acceptance of a Voluntary  Resignation
Initiative  ("VRI") by certain  officers of the  Company,  which  resulted in an
after-tax charge of $815,000, or $0.01 per share.

Paul M. Pantozzi,  Chairman and Chief Executive Officer,  commented,  "This past
quarter our net interest margin  expanded,  both loan and deposit  balances grew
and we continued to reduce overhead costs. In light of the ever-more-challenging
interest rate and competitive environments, we believe that this progress, while
moderate in each category, is significant." Pantozzi added, "The Federal Reserve
has remained steadfast in its policy of raising  short-term rates,  resulting in
an inverted yield curve.  Our response has been to continue to  de-leverage  our
balance  sheet to  preserve  our net  interest  margin and  manage  non-interest
expenses to enhance efficiency."

Authorization of Fifth Stock Repurchase Program

The Company's Board of Directors authorized the Company's fifth stock repurchase
program.  This program will  commence upon  completion of the Company's  current
repurchase program, under which 1.6 million shares remain to be purchased. Under
the new authorization,  the Company may repurchase 5% of the amount of shares of
common  stock  currently  outstanding,  or  approximately  3.3  million  shares.
Repurchases will be made from time to time and will be effectuated  through open
market purchases,  unsolicited negotiated transactions,  or in such other manner
deemed appropriate by management.  Completion of the repurchase program will not
be limited to a specific time period. The Company's  repurchase  activities will
take into account SEC safe harbor rules and guidance for issuer repurchases.

Declaration of Quarterly Dividend

The Company's Board of Directors declared a quarterly cash dividend of $0.10 per
common share  payable on August 31, 2006,  to  stockholders  of record as of the
close of business on August 15, 2006.

Balance Sheet Summary

Total assets were $5.86  billion at June 30, 2006,  compared to $6.05 billion at
December 31, 2005, as reductions  in cash and  securities  balances were used to
fund repayments of borrowings and common stock repurchases.

Total  investments  decreased  $210.5 million,  or 13.7%,  during the six months
ended June 30,  2006.  The decrease was  primarily  attributable  to paydowns on
mortgage-backed  securities and maturities of debt securities.  In addition, the
Company sold $37.0 million of primarily  mortgage-backed  securities  during the
second quarter as part of its ongoing interest rate risk management process.

The Company's net loans  increased  $32.5 million,  or 0.9%, to $3.74 billion at
June 30,  2006,  from  $3.71  billion  at  December  31,  2005,  driven  by loan
originations  of  $651.4  million  and  loan  purchases  of $41.0  million.  Net
increases of $65.4 million in commercial and multi-family  mortgage loans, $26.7
million in commercial  loans and $28.1 million in consumer  loans were partially
offset by decreases of $68.0  million in  residential  mortgage  loans and $19.0
million  in  construction  loans.  Commercial  real  estate,   construction  and
commercial  loans  represented  39.1% of the loan  portfolio  at June 30,  2006,
compared to 38.0% at March 31, 2006 and 37.5% at December 31, 2005.

At June 30, 2006, the Company's  unfunded loan pipeline  totaled $791.3 million,
including  $293.0 million in construction  loan  commitments,  $198.0 million in
commercial   loan   commitments   and  $98.2  million  in  commercial   mortgage
commitments.  This compares with an unfunded loan pipeline of $769.2  million at
March 31, 2006.

                                       1


Borrowed funds decreased $147.8 million,  or 15.2%,  during the six months ended
June 30,  2006,  as a result of  maturities,  calls and  paydowns on  amortizing
obligations.

Total deposits increased $10.9 million, or 0.3%, during the six months ended
June 30, 2006. Total deposits were $3.93 billion at June 30, 2006, with core
deposits, consisting of savings and demand deposit accounts, representing 60.8%
of total deposits.

Common  stock  repurchases  for the three and six months  ended  June 30,  2006,
totaled  2.9  million  shares at an  average  cost of  $18.10  per share and 3.8
million shares at an average cost of $18.16 per share, respectively. At June 30,
2006,  book value per share and  tangible  book value per share were  $15.76 and
$9.11, respectively.

Results of Operations

Net Interest Margin

The net interest margin improved two basis points to 3.33% for the quarter ended
June 30, 2006, from 3.31% for the quarter ended March 31, 2006. The net interest
margin for the quarter ended June 30, 2006  decreased  one basis point  compared
with the net interest  margin of 3.34% for the quarter ended June 30, 2005.  The
weighted average rate for interest-earning assets was 5.52% for the three months
ended June 30, 2006,  compared with 5.35% for the trailing quarter and 5.01% for
the  three  months  ended  June  30,  2005.   The  weighted   average  rate  for
interest-bearing  liabilities  was 2.61% for the  quarter  ended June 30,  2006,
compared with 2.43% for the trailing quarter and 1.97% for the second quarter of
2005.

For the six months ended June 30, 2006, the net interest margin was 3.33%.  This
was a decrease of three basis points  compared  with the net interest  margin of
3.36% for the six months  ended June 30,  2005.  The  weighted  average rate for
interest-earning  assets  was  5.45% for the six  months  ended  June 30,  2006,
compared with 4.99% for the six months ended June 30, 2005. The weighted average
rate for  interest-bearing  liabilities  was 2.52% for the six months ended June
30, 2005,  compared with 1.93% for the same period in 2005.  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 $7.3 million for the quarter ended June 30, 2006, a
decrease of $268,000, or 3.5%, compared to the same period in 2005. Decreases in
net gains on  securities  sales of $1.2 million and fee income of $460,000  were
partially  offset by a $1.4  million  increase  in other  income for the quarter
ended June 30, 2006,  compared  with the same period in 2005.  During the second
quarter   of  2006,   the   Company   sold  $35.3   million  in   lower-yielding
mortgage-backed  securities,  resulting in a loss of $1.6 million.  The proceeds
were used to repay borrowings as the Company  continued its near-term efforts to
de-leverage the balance sheet and protect the net interest margin.  The decrease
in fee income was primarily  attributable to a $429,000  reduction in commercial
loan  prepayment fee income  compared with the same period in 2005. The increase
in other income was primarily  attributable  to gains  recognized on the call of
FHLB  advances  resulting  from the  accelerated  accretion of related  purchase
accounting adjustments.

For the six months  ended  June 30,  2006,  non-interest  income  totaled  $14.6
million, an increase of $895,000,  or 6.5%, compared to the same period in 2005.
Increases  in other  income of $1.3  million  and fee  income of  $655,000  were
partially  offset  by a  reduction  in  securities  gains of $1.1  million.  The
increase in other income was primarily  attributable to gains  recognized on the
call of FHLB advances.  The increase in fee income was primarily attributable to
deposit  fees,  equity  fund fees and fees  related  to the  outsourcing  of the
official check  function.  The decrease in gains on securities  sales was due to
losses recorded on the sales of  mortgage-backed  securities  during the quarter
ended June 30, 2006.

Non-Interest Expense

For the three months ended June 30, 2006,  non-interest  expense  decreased $3.3
million,  or 9.9%,  to $29.9  million,  compared to $33.2  million for the three
months ended June 30, 2005. Compensation and employee benefits expense decreased
$1.8 million,  primarily due to a $1.4 million expense  recognized in the second
quarter of 2005 in connection with the VRI. Other non-interest expense decreased
$336,000 for the quarter  ended June 30, 2006,  compared with the same period in
2005,  as a result of reductions  in printing and supplies  expense,  consultant
fees, insurance, and telephone expense. Net occupancy expense decreased $326,000
for the  quarter  ended June 30,  2006,  compared  with the same period in 2005,
primarily as a result of reductions in software and equipment  maintenance costs
and utilities  expense.  Amortization of intangibles  decreased $288,000 for the
quarter ended June 30, 2006,  compared with the same period in 2005, as a result
of scheduled reductions in core deposit intangible  amortization and a reduction
                                       2


in mortgage  servicing  rights  amortization  resulting  from  slower  principal
repayments.  Advertising  expense decreased  $249,000 for the quarter ended June
30, 2006,  compared with the same period in 2005, due to the timing of marketing
initiatives.  Data processing  expense decreased  $238,000 for the quarter ended
June 30,  2006,  compared  with the same  period in 2005,  primarily  due to the
outsourcing of items processing in the fourth quarter of 2005.

For the six months  ended June 30, 2006,  non-interest  expense  decreased  $4.5
million,  or 6.9%,  to $60.1  million,  compared  to $64.6  million for the same
period in 2005.  Compensation  and  employee  benefits  expense  decreased  $2.5
million for the six months ended June 30, 2006, compared with the same period in
2005, as a result of reductions in staff and the expense  recorded in the second
quarter of 2005 in connection  with the VRI. The Company  employed 893 full-time
equivalent  employees at June 30,  2006,  compared to 912  full-time  equivalent
employees  at June 30, 2005.  For the six months  ended June 30, 2006,  benefits
expense  decreased  $670,000 due  primarily  to  reductions  in employee  health
insurance costs, and stock-based  compensation  decreased $186,000 compared with
the same period in 2005.  Amortization of intangibles decreased $848,000 for the
six months  ended June 30,  2006,  compared  with the same period in 2005,  as a
result of scheduled  reductions in the amortization of core deposit intangibles.
Net occupancy expense decreased $411,000 for the six months ended June 30, 2006,
compared  with the same period in 2005,  primarily as a result of  reductions in
software and equipment  maintenance costs and utilities expense. Data processing
expense decreased $474,000 for the six months ended June 30, 2006, compared with
the same period in 2005, primarily due to the outsourcing of items processing in
the fourth quarter of 2005.

The Company's annualized  non-interest expense as a percentage of average assets
improved to 2.04% for the quarter  ended June 30, 2006,  compared with 2.12% for
the same period in 2005.  For the six months ended June 30,  2006,  non-interest
expense as a percentage of average assets was 2.05%, compared with 2.07% for the
same period in 2005. The efficiency ratio  (non-interest  expense divided by the
sum of net interest income and  non-interest  income) was 59.91% for the quarter
ended June 30, 2006,  compared with 62.08% for the same period in 2005.  For the
six months ended June 30, 2006, the efficiency  ratio was 59.73%,  compared with
60.46% for the same period in 2005.

Asset Quality

The Company continues to emphasize asset quality.  Total non-performing loans at
June 30,  2006 were $5.7  million,  or 0.15% of total  loans,  compared  to $6.0
million,  or 0.16% of total loans at December 31,  2005,  and $7.3  million,  or
0.20% of total loans at June 30,  2005.  At June 30, 2006 and December 31, 2005,
the Company's allowance for loan losses was 0.86% of total loans,  compared with
0.91% of total loans at June 30, 2005. The Company recorded  provisions for loan
losses of $565,000  and $1.1 million for the three and six months ended June 30,
2006, respectively,  compared with provisions of $400,000 for both the three and
six months  ended  June 30,  2005.  For the three and six months  ended June 30,
2006, net charge-offs totaled $214,000 and $845,000, respectively, compared with
net  charge-offs  of $884,000 and  $813,000  for the same  periods in 2005.  The
increase in the loan loss  provision for the three and six months ended June 30,
2006, compared with the same periods in 2005, was attributable to loan growth as
well  as a shift  in the  composition  of the  loan  portfolio  from  retail  to
commercial loans.

About the Company

Provident  Financial  Services,  Inc. is the holding  company for The  Provident
Bank, a  community-oriented  bank offering 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 July 27, 2006 regarding  highlights of the Company's
second  quarter  2006  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
                 June 30, 2006 (Unaudited) and December 31, 2005
                             (Dollars in Thousands)



                            Assets                                        June 30, 2006                 December 31, 2005
                                                                  ------------------------------- --------------------------


                                                                                            
Cash and due from banks                                           $                       101,580      $             107,353
Federal funds sold                                                                             --                         --
Short-term investments                                                                      2,332                      9,915
                                                                  ------------------------------- --------------------------
                  Total cash and cash equivalents                                         103,912                    117,268
                                                                  ------------------------------- --------------------------

Investment securities (market value of $394,587
        at June 30, 2006 (unaudited) and $407,972
        at December 31, 2005)                                                             404,990                    410,914
Securities available for sale, at fair value                                              887,852                  1,082,957
Federal Home Loan Bank stock                                                               34,290                     43,794

Loans                                                                                   3,771,933                  3,739,122
        Less allowance for loan losses                                                     32,255                     31,980
                                                                  ------------------------------- --------------------------
                  Net loans                                                             3,739,678                  3,707,142
                                                                  ------------------------------- --------------------------

Foreclosed assets, net                                                                        484                        670
Banking premises and equipment, net                                                        58,957                     60,949
Accrued interest receivable                                                                20,950                     23,155
Intangible assets                                                                         432,353                    435,838
Bank-owned life insurance                                                                 113,604                    111,075
Other assets                                                                               63,113                     58,612
                                                                  ------------------------------- --------------------------
                  Total assets                                    $                     5,860,183      $           6,052,374
                                                                  ================================ =========================

             Liabilities and Stockholders' Equity
Deposits:
        Demand deposits                                           $                     1,071,567      $           1,109,507
        Savings deposits                                                                1,319,633                  1,363,997
        Certificates of deposit of $100,000 or more                                       361,947                    304,229
        Other time deposits                                                             1,179,211                  1,143,725
                                                                 --------------------------------- -------------------------
                  Total deposits                                                        3,932,358                  3,921,458

Mortgage escrow deposits                                                                   19,796                     18,121
Borrowed funds                                                                            822,346                    970,108
Subordinated debentures                                                                    26,109                     26,444
Other
liabilities                                                                                35,855                     39,948
                                                                 --------------------------------- -------------------------
                  Total liabilities                                                     4,836,464                  4,976,079
                                                                 --------------------------------- -------------------------

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 64,937,658 shares outstanding at
  June 30, 2006, and 79,879,017 shares issued and
   68,661,880 shares outstanding at December 31, 2005                                         799                        799
Additional paid-in capital                                                                966,411                    964,555
Retained earnings                                                                         409,852                    395,589
Accumulated other comprehensive loss                                                      (13,302)                    (8,906)
Treasury stock at cost                                                                   (268,086)                  (167,113)
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                          (71,955)                   (73,316)
Common Stock acquired by the Stock Award Plan                                                  --                    (35,313)
Common Stock acquired by the Directors' Deferred Fee Plan                                 (13,056)                   (13,224)



Deferred compensation - Directors' Deferred Fee Plan                                       13,056                     13,224
                                                                  ------------------------------- --------------------------
                  Total stockholders' equity                                            1,023,719                  1,076,295
                                                                  ------------------------------- --------------------------
                  Total liabilities and stockholders'
                      equity                                       $                    5,860,183      $           6,052,374
                                                                  =============================== ==========================




                                       5





                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
          Three and Six Months Ended June 30, 2006 and 2005 (Unaudited)
                  (Dollars in Thousands, Except Per Share Data)



                                                        Three Months Ended                 Six Months Ended
                                                              June 30,                          June 30,
                                                    ------------------------------  ---------------------------------
                                                                                           
                                                        2006            2005            2006              2005
                                                    ----------     ------------     ----------       ------------
                                                             (Unaudited)                    (Unaudited)

Interest income:
 Real estate secured loans                           $  40,436      $    38,636       $ 79,729          $  76,914
 Commercial loans                                        6,538            5,283         12,936             10,236
 Consumer loans                                          8,632            7,251         16,798             14,501
 Investment securities                                   4,218            4,218          8,516              8,650
 Securities available for sale                          10,833           12,850         22,162             26,630
 Other short-term investments                               26              170             95                316
 Federal funds                                              11              418             52                536
                                                    ----------      -----------     ----------          ---------
                   Total interest income                70,694           68,826        140,288            137,783
                                                    ----------      -----------     ----------          ---------

Interest expense:
 Deposits                                               19,577           14,111         37,238             27,016
 Borrowed funds                                          8,011            8,385         16,154             16,927
 Subordinated debentures                                   412              359            819                704
                                                    ----------      -----------     ----------          ---------

                   Total interest expense               28,000           22,855         54,211             44,647
                                                    ----------      -----------     ----------          ---------
                   Net interest income                  42,694           45,971         86,077             93,136

Provision for loan losses                                  565              400          1,120                400
                                                    ----------      -----------     ----------          ---------
                   Net interest income after
                   provision for loan losses            42,129           45,571         84,957             92,736
                                                    ----------      -----------     ----------          ---------


Non-interest income:
 Fees                                                    5,725            6,185         11,532             10,877
 Bank-owned life insurance                               1,270            1,256          2,529              2,552
 Net (loss) gain on securities transactions             (1,145)              69         (1,140)               (62)
 Other income                                            1,434               42          1,696                355
                                                    ----------      -----------     ----------          ---------
                   Total non-interest income             7,284            7,552         14,617             13,722
                                                    ----------      -----------     ----------          ---------


Non-interest expense:
 Compensation and employee benefits                     16,074           17,921         32,431             34,965
 Net occupancy expense                                   4,455            4,781          9,270              9,681
 Data processing expense                                 1,969            2,207          3,853              4,327
 Amortization of intangibles                             1,570            1,858          3,138              3,986
 Advertising and promotion                               1,225            1,474          2,266              2,204
 Other operating expenses                                4,651            4,987          9,190              9,442
                                                    ----------      -----------     ----------          ---------
                   Total non-interest expense           29,944           33,228         60,148             64,605
                                                    ----------      -----------     ----------          ---------

                   Income before income tax             19,469           19,895         39,426             41,853
                   expense
Income tax expense                                       5,951            6,126         12,106             13,062
                                                    ----------      -----------     ----------          ---------
                   Net income                       $   13,518      $    13,769     $   27,320          $  28,791
                                                    ==========      ===========     ==========          =========


Basic earnings per share                            $     0.22      $      0.21     $     0.44          $   $0.43
Average basic shares outstanding                    62,099,369       66,724,470     62,766,137         67,444,677

Diluted earnings per share                          $     0.22      $      0.20     $     0.43          $    0.42
Average diluted shares outstanding                  62,838,312       67,479,362     63,505,949         68,202,721



                                       6




                       PROVIDENT FINANCIAL SERVICES, INC.
                        CONSOLIDATED FINANCIAL HIGHLIGHTS


                                                      (Dollars in thousands, except share data) (Unaudited)
                                                              At or for the Three              At or for the Six
                                                                  Months Ended                   Months Ended
                                                                    June 30,                       June 30,
                                                      -------------------------------------------------------------
<s>                                                                                                
                                                               2006           2005         2006               2005
                                                               ----           ----         ----               ----

INCOME STATEMENT:
Net interest income                                      $   42,694     $   45,971     $   86,077      $   93,136
Provision for loan losses                                       565            400          1,120             400
Non-interest income                                           7,284          7,552         14,617          13,722
Non-interest expense                                         29,944         33,228         60,148          64,605
Income before income tax expense                             19,469         19,895         39,426          41,853
Net income                                                   13,518         13,769         27,320          28,791
Basic earnings per share                                 $     0.22          $0.21     $     0.44      $     0.43
Diluted earnings per share                               $     0.22          $0.20     $     0.43      $     0.42
Interest rate spread                                           2.91%          3.04%          2.93%           3.06%
Net interest margin                                            3.33%          3.34%          3.33%           3.36%

PROFITABILITY:
Annualized return on average assets                            0.92%          0.88%          0.93%           0.92%
Annualized return on average equity                            5.15%          4.98%          5.18%           5.20%
Annualized non-interest expense to average assets              2.04%          2.12%          2.05%           2.07%
Efficiency ratio (1)                                          59.91%         62.08%         59.73%          60.46%


ASSET QUALITY:
Non-performing loans                                                                   $    5,662      $    7,345
Foreclosed assets                                                                             484             584
Non-performing loans to
    total loans                                                                              0.15%           0.20%
Non-performing assets to
    total assets                                                                             0.10%           0.13%
Allowance for loan losses                                                              $   32,255      $   33,353
Allowance for loan losses to
    non-performing loans                                                                   569.68%         454.09%
Allowance for loan losses to
    total loans                                                                              0.86%           0.91%

AVERAGE BALANCE SHEET DATA:
Assets                                                   $5,880,409     $6,274,548     $5,918,612      $6,306,501
Loans, net                                                3,720,034      3,660,106      3,704,856       3,657,375
Earning assets                                            5,126,437      5,489,415      5,165,843       5,521,664
Core deposits                                             2,372,524      2,590,589      2,384,355       2,594,026
Borrowings                                                  883,387      1,124,017        921,502       1,146,110
Interest-bearing liabilities                              4,307,573      4,645,019      4,340,594       4,671,454
Stockholders' equity                                      1,053,734      1,106,380      1,062,904       1,115,876
Average yield on interest-
    earning assets                                             5.52%          5.01%          5.45%           4.99%
Average cost of interest-
    bearing liabilities                                        2.61%          1.97%          2.52%           1.93%




                                       7





Notes
(1) Efficiency Ratio Calculation





                                                            Three Months Ended             Six Months Ended
                                                                  June 30,                     June 30,
                                                                  --------                     --------
                                                                                         
                                                              2006            2005           2006           2005
                                                              ----            ----           ----           ----
Net interest income                                        $42,694         $45,971       $ 86,077       $ 93,136
Non-interest income                                          7,284           7,552         14,617         13,722
                                                           -------         -------       --------       --------
Total income                                               $49,978         $53,523       $100,694       $106,858
                                                           =======         =======       ========       ========

Non-interest expense                                       $29,944         $33,228       $ 60,148       $ 64,605
                                                           =======         =======       ========       ========

    Expense/Income:                                          59.91%          62.08%         59.73%         60.46%
                                                           =======         =======       ========       ========





                                       8








Average Quarterly Balance
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in thousands)

                                                                June 30, 2006                               March 31, 2006

                                                                                                    
                                                Average                      Average           Average                    Average
                                                Balance        Interest       Yield            Balance        Interest     Yield
                                            ------------------------------------------    ----------------------------------------
Interest-Earning Assets:
  Federal Funds Sold and
Other Short-Term Investments                 $      3,123    $       37           4.74%        $    10,454    $       110      4.27%
     Investment Securities (1)                    408,362         4,218           4.13             413,060          4,298      4.16
     Securities Available for Sale                959,237        10,310           4.30           1,051,893         10,781      4.10
     Federal Home Loan Bank Stock                  35,681           523           5.88              40,771            548      5.45
     Net Loans (2)
Total Mortgage Loans                            2,755,527        40,436           5.88           2,761,335         39,293      5.68
Total Commercial Loans                            389,013         6,538           6.74             370,684          6,398      6.90
Total Consumer Loans                              575,494         8,632           6.01             557,491          8,166      5.93
                                               ----------   -----------                        -----------      ---------
Total Interest-Earning Assets                   5,126,437        70,694           5.52         $ 5,205,688         69,594      5.35
                                               ----------   -----------                        -----------      ---------

Non-Interest Earning Assets:
     Cash and Due from Banks                       79,196                                           76,598
     Other Assets                                 674,776                                          674,955
                                               ----------                                      -----------
Total Assets                                 $  5,880,409                                      $ 5,957,241
                                               ==========                                      ===========


Interest-Bearing Liabilities:
     Demand Deposits                         $    585,784         1,735           1.19%         $   598,991         1,689      1.14%
     Savings Deposits                           1,318,684         4,212           1.28            1,337,729         3,807      1.15
     Time Deposits                              1,519,718        13,630           3.60            1,477,221        12,165      3.34
                                               ----------   -----------                        ------------    ----------
Total Deposits                                  3,424,186        19,577           2.29            3,413,941        17,661      2.10
                                                            -----------                                        ----------


     Borrowed Funds:
Total Borrowings                                  883,387         8,423           3.82              960,041         8,550       3.61
                                               ----------   -----------                         -----------     ---------
Total Interest-Bearing Liabilities              4,307,573        28,000           2.61            4,373,982        26,211       2.43
                                                            -----------           ----                          ---------       ----
Non-Interest Bearing Liabilities                  519,102                                           511,083
Total Liabilities                               4,826,674                                         4,885,065
Stockholders' Equity                            1,053,734                                         1,072,176
                                              -----------                                       ------------
Total Liabilities & Stockholders'
Equity                                       $  5,880,409                                     $   5,957,241

Net interest income                                          $  42,694                                        $   43,383
                                                             =========                                        ==========


Net interest rate spread                                                         2.91%                                         2.92%
                                                                                 ====                                          ====
Net interest-earning assets                  $   818,864                                     $     831,706
                                             ===========                                     =============

Net interest margin (3)                                                          3.33%                                         3.31%
                                                                                 ====                                          ====
Ratio of interest-earning assets to
     interest-bearing liabilities                   1.19x                                            1.19X



- ------------------------------------------------------------------------------------------------------------------------------------


(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-accrualloans.
(3)  Annualized   net   interest   income   divided   by  average
     interest-earning assets.


                                       9





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


                                                                                                 
                                                 6/30/2006        3/31/2006        12/31/2005       9/30/2005      6/30/2005
                                                 2nd Qtr.         1st Qtr.          4th Qtr.         3rd Qtr.      2nd Qtr.
                                                 --------         --------          --------         --------      --------
Interest-Earning Assets:
 Securities                                          4.13%          4.15%             4.02%           3.88%          3.86%
 Net Loans                                           6.01%          5.84%             5.73%           5.69%          5.58%
    Total Interest-Earning Assets                    5.52%          5.35%             5.20%           5.11%          5.01%

Interest-Bearing Liabilities
 Total Deposits                                      2.29%          2.10%             1.97%           1.79%          1.61%
 Total Borrowings                                    3.82%          3.61%             3.37%           3.18%          3.12%
    Total Interest-Bearing Liabilities               2.61%          2.43%             2.29%           2.13%          1.97%

 Interest Rate Spread                                2.91%          2.92%             2.91%           2.98%          3.04%
 Net Interest Margin                                 3.33%          3.31%             3.27%           3.31%          3.34%
 Ratio of Interest-Earning Assets to
    total Interest-Bearing Liabilities               1.19x          1.19x             1.19x           1.18x          1.18x



                                       10








Average YTD Balance
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in thousands)
                                                           June 30, 2006                                June 30, 2005
                                                                                                        
                                                Average                      Average           Average                    Average
                                                Balance        Interest       Yield            Balance        Interest     Yield
                                              ------------------------------------------    ----------------------------------------

Interest-Earning Assets:
     Federal Funds Sold and
Other Short-Term Investments                  $    6,768       $    147          4.38%       $     64,317     $    852        2.67%
     Investment Securities (1)                   410,698          8,516          4.15             432,569        8,650        4.01
     Securities Available for Sale             1,005,309         21,091          4.20           1,321,009       25,694        3.89
     Federal Home Loan Bank Stock                 38,212          1,071          5.65              46,394          936        4.07
     Net Loans (2)
Total Mortgage Loans                           2,758,415         79,729          5.80           2,779,021       76,914        5.53
Total Commercial Loans                           379,899         12,936          6.87             352,667       10,236        5.77
Total Consumer Loans                             566,542         16,798          5.98             525,687       14,501        5.56
                                              ----------       --------                      ------------     --------
Total Interest-Earning Assets                  5,165,843        140,288          5.45           5,521,664      137,783        4.99
                                                               --------      --------                         --------        ----

Non-Interest Earning Assets:
     Cash and Due from Banks                      77,904                                          101,759
     Other Assets                                674,865                                          683,078
                                              ----------                                     ------------
Total Assets                                  $5,918,612                                     $  6,306,501
                                              ==========                                     ============

Interest-Bearing Liabilities:
     Demand Deposits                          $  592,351          3,425          1.17%       $    610,748        2,441        0.81%
     Savings Deposits                          1,328,154          8,019          1.22           1,519,749        7,626        1.01
     Time Deposits                             1,498,587         25,794          3.47           1,394,847       16,949        2.45
                                              ----------       --------                      ------------     --------
Total Deposits                                 3,419,092         37,238          2.20           3,525,344       27,016        1.55
                                                               --------                                       --------
     Borrowed Funds:
     Total Borrowings                            921,502         16,973          3.71           1,146,110       17,631        3.10
                                              ----------       --------                      ------------     --------
Total Interest-Bearing Liabilities             4,340,594         54,211          2.52           4,671,454       44,647        1.93
                                                               --------          ----                         --------        ----


Non-Interest Bearing Liabilities                 515,114                                          519,171
                                              ----------                                     ------------
Total Liabilities                              4,855,708                                        5,190,625
Stockholders' Equity                           1,062,904                                        1,115,876
                                              ----------                                     ------------

Total Liabilities &
Stockholders'Equity                          $ 5,918,612                                     $  6,306,501
                                             ===========                                     ============

Net interest income                                           $  86,077                                       $ 93,136
                                                              =========                                       ========

Net interest rate spread                                                         2.93%                                       3.06%
                                                                                 ====                                        ====
Net interest-earning assets                  $   825,249                                     $    850,210
                                             ===========                                     ============

Net interest margin (3)                                                          3.33%                                       3.36%
                                                                                 ====                                        ====
Ratio of interest-earning assets to
     interest-bearing liabilities                   1.19x                                            1.18x

- ------------------------------------------------------------------------------------------------------------------------------------

(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.
====================================================================================================================================


                                       11





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




                                                          Six Months Ended
                                               ----------------------------------------
                                                                  
                                                  6/30/06       6/30/05    6/30/04
                                                  -------       -------    -------
Interest-Earning Assets:
   Securities                                      4.22%         3.88%       3.35%
   Net Loans                                       5.94%         5.56%       5.70%
     Total Interest-Earning Assets                 5.45%         4.99%       4.68%

Interest-Bearing Liabilities:
   Total Deposits                                  2.20%         1.55%       1.35%
   Total Borrowings                                3.71%         3.10%       2.79%
      Total Interest-Bearing Liabilities           2.52%         1.93%       1.68%

Interest Rate Spread                               2.93%         3.06%       3.00%
Net Interest Margin                                3.33%         3.36%       3.39%
Ratio of Interest-Earning Assets to
      Total Interest-Bearing Liabilities           1.19x         1.18x       1.30x



                                       12