NEWS RELEASE

CONTACT: Kenneth J. Wagner, SVP Investor Relations
                  Provident Financial Services, Inc.
                  (201) 915-5344
FOR RELEASE:      7:43 A.M. Eastern Time: May 1, 2009



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



JERSEY CITY,  NJ, May 1,  2009---/PRNewswire/First  Call/ - Provident  Financial
Services, Inc. (NYSE:PFS) (the "Company") reported operating income, excluding a
non-cash goodwill  impairment  charge,  of $8.9 million,  or $0.16 per basic and
diluted  share for the three months ended March 31, 2009.  Due to the  continued
decline in the first quarter of 2009 in stock prices in the  financial  services
sector and in the Company's common stock price, the Company  recognized a $152.5
million,  or $2.72 per share goodwill impairment charge during the quarter ended
March 31, 2009. This accounting charge resulted in a net loss of $143.6 million,
or $2.56 per basic and diluted share for the quarter ended March 31, 2009.  This
compares  with net income of $10.7  million,  or basic and diluted  earnings per
share of $0.19 for the same period in 2008. The goodwill impairment charge was a
non-cash accounting  adjustment to the Company's financial  statements which did
not affect cash flows,  liquidity,  or tangible capital. As goodwill is excluded
from  regulatory  capital,  the impairment  charge did not impact the regulatory
capital  ratios of the Company or its wholly  owned  subsidiary,  The  Provident
Bank, both of which remain "well-capitalized" under regulatory requirements.


Compared with the three months ended March 31, 2008, earnings and per share data
for the three  months  ended  March 31,  2009 also  reflect an  increase  to the
provision for loan losses due to the  following:  an increase in  non-performing
loans;  growth in the loan  portfolio;  an  increase  in  commercial  loans as a
percentage  of the loan  portfolio;  and the  impact  of  current  macroeconomic
conditions.  The provision for loan losses was $5.8 million for the three months
ended March 31,  2009,  compared  with $1.3 million for the same period in 2008.
Earnings  and per share  data for the three  months  ended  March 31,  2009 also
include severance costs totaling $320,000, net of tax.

Results for the prior year first  quarter  ended  March 31, 2008 were  favorably
impacted  by a $180,000  net  after-tax  gain  recorded in  connection  with the
ownership and mandatory  redemption of a portion of the Company's  Class B Visa,
Inc.  shares as part of Visa's  initial  public  offering,  and a  $175,000  net
after-tax gain resulting from the sale of the deposits of a branch office.

Paul M. Pantozzi, Chairman and Chief Executive Officer, commented, "Faced with a
challenging  economy,  we continue to manage our balance sheet and overhead cost
structure  with a view  toward  long-term  profitable  growth.  While  our stock
continued to trade down with the market  during the quarter,  necessitating  the
recognition under accounting rules of a non-cash goodwill impairment charge, our
core business operations remained strong and our operating earnings  performance
positive.  We  experienced  increases in every major  deposit  category,  and we
continued  to  originate  loans  to  quality  borrowers.  In  addition,  we have
continued to diligently  assess the risks inherent in our loan portfolios and to
supplement our loan loss reserves accordingly while maintaining well-capitalized
status,  as defined by our  regulators.  I am pleased that based on core results
and this capital  position our Board of Directors  maintained the quarterly cash
dividend at a level unchanged from prior quarters."

Declaration of Quarterly Dividend

The Company's Board of Directors declared a quarterly cash dividend of $0.11 per
common share payable on May 29, 2009, to  stockholders of record as of the close
of business on May 15, 2009.

Balance Sheet Summary

Total assets  decreased  $24.8  million,  or 0.4%, to $6.52 billion at March 31,
2009,  from $6.55  billion at December  31,  2008,  primarily as a result of the
decrease in intangible  assets  resulting from the goodwill  impairment  charge,
partially  offset by an increase  in cash and cash  equivalents  resulting  from
deposit  inflows and sales and  repayments of loans.  Cash and cash  equivalents
increased $235.8 million to $304.3 million at March 31, 2009, from $68.5 million
at December 31, 2008. At quarter-end,  these balances were pending  redeployment
to fund loan  originations,  investment  purchases and the repayment of maturing
borrowings.

                                       1


Total  investments  increased  $46.0 million,  or 3.8%,  during the three months
ended March 31,  2009.  The  increase  was due to $84.9  million of  residential
mortgage  loan pools that were  securitized  by the  Company and are now held as
securities available for sale, partially offset by repayments,  sales, calls and
maturities.  The Company sold $12.3 million of Agency mortgage-backed securities
during the first quarter of 2009, realizing net gains of $187,000.

The Company's net loans decreased  $156.0 million,  or 3.5%, to $4.32 billion at
March 31, 2009, from $4.48 billion at December 31, 2008,  largely as a result of
the  securitization  of $84.9 million of conforming one- to four-family  30-year
fixed-rate  residential mortgage loans. Loan originations totaled $268.9 million
and loan  purchases  totaled  $12.9 million for the three months ended March 31,
2009.  The loan  portfolio had net increases of $34.9 million in commercial  and
multi-family  mortgage loans,  that were more than offset by decreases of $135.0
million in residential  mortgage loans, $22.8 million in commercial loans, $14.2
million in consumer loans and $13.1 million in  construction  loans.  Commercial
real estate,  construction  and commercial loans  represented  48.1% of the loan
portfolio at March 31, 2009, compared to 46.5% at December 31, 2008.

At March 31, 2009,  the  Company's  unfunded  loan  commitments  totaled  $708.7
million, including $242.0 million in commercial loan commitments, $101.1 million
in  construction  loan  commitments  and $90.0  million in  commercial  mortgage
commitments. Unfunded loan commitments at December 31, 2008 were $699.7 million.

Intangible  assets decreased $153.8 million to $360.9 million at March 31, 2009,
from $514.7  million at December 31, 2008,  primarily due to the  aforementioned
$152.5 million goodwill  impairment  charge.  At March 31, 2009, the Company had
goodwill  totaling  $346.3  million,  compared to $498.8 million at December 31,
2008,  resulting  primarily from  acquisitions  completed in 2004 and 2007. U.S.
generally accepted accounting  principles require companies to perform an annual
test for goodwill  impairment.  As previously  reported in the Company's  Annual
Report on Form 10-K for the year ended December 31, 2008, the Company  performed
an annual goodwill  impairment test at September 30, 2008, and a subsequent test
at December 31, 2008.  The results of both analyses  indicated that goodwill was
not impaired.  As a result of the continued decline in the first quarter of 2009
in stock prices in the financial  services  sector and in the  Company's  common
stock price,  the Company  initiated a goodwill  impairment test as of March 31,
2009, indicating that goodwill resulting from these acquisitions was impaired.

Total deposits increased $290.5 million,  or 6.9%, during the three months ended
March 31, 2009 to $4.52 billion. Core deposits, consisting of savings and demand
deposit  accounts,  represented  62.6% of total  deposits  at  March  31,  2009,
compared to 63.7% at December 31, 2008. Core deposits  increased $134.1 million,
or 5.0%, to $2.83 billion at March 31, 2009,  from $2.69 billion at December 31,
2008.

Borrowed funds decreased $164.9 million,  or 13.2% during the three months ended
March 31, 2009, to $1.08  billion.  Borrowed  funds  represented  16.6% of total
assets at March 31, 2009, a reduction from 19.1% at December 31, 2008.

Common stock  repurchases  for the three  months  ended March 31, 2009,  totaled
5,000  shares at an average  cost of $11.36 per share.  At March 31,  2009,  2.1
million shares remained eligible for repurchase under the current authorization.
At March 31, 2009,  book value per share and tangible  book value per share were
$14.57 and $8.54, respectively, compared with $17.09 and $8.45, respectively, at
December 31, 2008.

Results of Operations

Net Interest Margin

The net interest margin decreased 10 basis points to 3.10% for the quarter ended
March 31, 2009, from 3.20% for the quarter ended December 31, 2008. The decrease
in the net interest  margin for the three months ended March 31, 2009 versus the
trailing  quarter was  attributable  to reductions  in earning asset yields,  an
increase in the average balance of lower-yielding  short-term investments and an
increase in the average balance of  non-performing  loans.  The weighted average
rate for interest-earning  assets was 5.21% for the three months ended March 31,
2009,  compared  with 5.38% for the three  months ended  December 31, 2008.  The
weighted average rate for interest-bearing liabilities was 2.39% for the quarter
ended March 31, 2009, compared with 2.47% for the trailing quarter.  The average
cost of deposits for the three  months ended March 31, 2009 was 2.06%,  compared
with 2.14% for the trailing quarter.  The average cost of borrowed funds for the
three months ended March 31, 2009 was 3.47%,  compared  with 3.45% for the three
months ended December 31, 2008.

The net interest  margin for the quarter ended March 31, 2009 increased 23 basis
points  compared  with the net  interest  margin of 2.87% for the quarter  ended
March 31, 2008. The weighted average rate for  interest-earning  assets declined
42 basis points to 5.21% for the three  months  ended March 31,  2009,  compared
with 5.63% for the three  months  ended March 31,  2008,  however  the  weighted
average rate for interest-bearing  liabilities declined 75 basis points to 2.39%
for the quarter ended March 31, 2009,  compared with 3.14% for the first quarter
of 2008.  The average cost of deposits for the three months ended March 31, 2009

                                       2


was 2.06%,  compared with 2.87% for the same period last year.  The average cost
of borrowed funds for the three months ended March 31, 2009 was 3.47%,  compared
with 4.06% for the same period last year.

Non-Interest Income

Non-interest income totaled $7.0 million for the quarter ended March 31, 2009, a
decrease of $1.8 million,  or 20.7%,  compared to the same period in 2008. Other
income decreased $886,000 to $381,000 for the three months ended March 31, 2009,
from $1.3  million  for the  three  months  ended  March  31,  2008,  due to the
realization of  non-recurring  earnings in the first quarter of 2008,  including
$660,000 in pre-tax gains associated with the ownership and mandatory redemption
of a  portion  of the  Company's  Class B Visa,  Inc.  shares  as part of Visa's
initial public  offering,  and $400,000 in pre-tax gains on the sale of deposits
associated with the sale of an  under-performing  branch.  Fee income  decreased
$885,000 to $5.2 million for the three  months  ended March 31, 2009,  from $6.1
million  for the three  months  ended March 31,  2008,  due  primarily  to lower
deposit and loan  prepayment  fees and reductions in income on funds  underlying
outstanding  official  checks as a result of lower  short-term  interest  rates.
Income from the  appreciation  of the cash  surrender  value of Bank-owned  life
insurance  decreased  $139,000 to $1.2  million for the quarter  ended March 31,
2009,  compared  with the same  period in 2008,  primarily  as a result of lower
carrier crediting rates due to the lower interest rate environment.

Non-Interest Expense

Excluding the $152.5 million non-cash  goodwill  impairment  charge recorded for
the quarter ended March 31, 2009,  non-interest  expense increased $1.3 million,
or 4.2%, to $33.3 million,  compared to $32.0 million for the three months ended
March 31, 2008.  Compensation and benefits expense  increased  $764,000 to $17.5
million for the three months ended March 31,  2009,  from $16.7  million for the
three months ended March 31, 2008, due primarily to pre-tax  severance  costs of
$541,000  recognized  in the first  quarter of 2009 and increases in pension and
healthcare benefits expense. Other operating expenses increased $476,000 to $5.8
million for the quarter  ended March 31,  2009,  from $5.3  million for the same
period last year,  primarily  due to  increases in deposit  insurance  costs and
expenses related to foreclosed assets.

Excluding the goodwill impairment charge, the Company's annualized  non-interest
expense as a percentage of average  assets was 2.07% for the quarter ended March
31,  2009,  compared  with  2.03%  for the same  period in 2008.  Excluding  the
goodwill impairment charge, the efficiency ratio  (non-interest  expense divided
by the sum of net interest  income and  non-interest  income) was 65.42% for the
quarter ended March 31, 2009, compared with 66.60% for the same period in 2008.

Asset Quality

Total  non-performing  loans at March 31, 2009 were $63.8  million,  or 1.46% of
total loans,  compared with $59.1  million,  or 1.31% of total loans at December
31, 2008, and $27.4 million, or 0.64% of total loans at March 31, 2008. At March
31, 2009, impaired loans totaled $38.5 million with related specific reserves of
$8.4 million.  At March 31, 2009,  the  Company's  allowance for loan losses was
1.20% of total loans,  compared  with 1.05% of total loans at December 31, 2008,
and 0.96% of total loans at March 31, 2008. The Company recorded a provision for
loan losses of $5.8 million for the quarter ended March 31, 2009,  compared with
a provision  of $1.3 million for the quarter  ended March 31, 2008.  For each of
the  three-month  periods  ended  March 31,  2009 and 2008,  the Company had net
charge-offs  of $1.2  million.  The increase in the loan loss  provision for the
three months ended March 31, 2009,  compared  with the same period in 2008,  was
attributable to an increase in non-performing loans, downgrades in risk ratings,
year-over-year  growth in the loan portfolio and an increase in commercial loans
as a percentage of the loan portfolio to 48.1% at March 31, 2009,  from 46.4% at
March 31, 2008.  At March 31, 2009,  the Company held $4.8 million of foreclosed
assets, compared with $3.4 million at December 31, 2008.

Income Tax Expense

For the three months ended March 31, 2009, the Company's  income tax expense was
$2.9 million.  This compared with $4.0 million for the same period in 2008.  The
decrease in income tax expense was  attributable  to lower pre-tax  income and a
lower  effective  tax rate.  Excluding  the  impact of the  goodwill  impairment
charge, which is not tax-deductible,  the Company's effective tax rate was 24.7%
for the three  months ended March 31,  2009,  compared  with 27.4% for the three
months ended March 31, 2008.  The reduction in the Company's  effective tax rate
was  primarily the result of a larger  proportion of the Company's  income being
derived from tax-exempt sources.

                                       3


Annual Meeting of Stockholders

At the Company's 2009 Annual Meeting of Stockholders held on April 22, 2009, the
stockholders  elected Geoffrey M. Connor,  Christopher Martin,  Edward O'Donnell
and Jeffries  Shein to the Board of Directors,  each for a three-year  term. The
Company's  stockholders  also  ratified  the  appointment  of  KPMG  LLP  as the
Company's  independent  registered  public  accounting  firm for the year ending
December 31, 2009.

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.  At March 31, 2009, the Bank operated 82 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 May 1, 2009  regarding  highlights  of the Company's
first  quarter  2009  financial  results.  The call may be  accessed  by dialing
1-800-860-2442 (Domestic) or 1-412-858-4600 (International).  Internet access to
the call is also  available  (listen  only) at  www.providentnj.com  by going to
Investor Relations and clicking on Webcast.

Forward Looking Statements

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

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

                                       4




                                                                                            




                                       PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                                             Consolidated Statements of Condition
                                       March 31, 2009 (Unaudited) and December 31, 2008
                                                    (Dollars in Thousands)

                            Assets                                        March 31, 2009                December 31, 2008
                                                                 --------------------------------- ----------------------------


Cash and due from banks                                         $                    171,838      $                66,315
Federal funds sold                                                                   125,000                            --
Short-term investments                                                                 7,484                        2,231
                                                                 --------------------------------- ----------------------------
                  Total cash and cash equivalents                                    304,322                       68,546
                                                                 --------------------------------- ----------------------------

Investment securities held to maturity (market value of $342,199 at March 31,
        2009 (unaudited) and $351,623
        at December 31, 2008)                                                        335,665                      347,484
Securities available for sale, at fair value                                         885,803                      820,329
Federal Home Loan Bank stock                                                          35,180                       42,833

Loans                                                                              4,375,366                    4,526,748
        Less allowance for loan losses                                                52,350                       47,712
                                                                 --------------------------------- ----------------------------
                  Net loans                                                        4,323,016                    4,479,036
                                                                 --------------------------------- ----------------------------

Foreclosed assets, net                                                                 4,758                        3,439
Banking premises and equipment, net                                                   75,893                       75,750
Accrued interest receivable                                                           23,571                       23,866
Intangible assets                                                                    360,852                      514,684
Bank-owned life insurance                                                            128,125                      126,956
Other assets                                                                          46,745                       45,825
                                                                 --------------------------------- ----------------------------
                  Total assets                                  $                  6,523,930      $             6,548,748
                                                                 ================================= ============================

             Liabilities and Stockholders' Equity
Deposits:
        Demand deposits                                         $                  1,937,527      $             1,821,437
        Savings deposits                                                             890,438                      872,388
        Certificates of deposit of $100,000 or more                                  531,216                      445,466
        Other time deposits                                                        1,157,696                    1,087,045
                                                                 --------------------------------- ----------------------------
                  Total deposits                                                   4,516,877                    4,226,336

Mortgage escrow deposits                                                              14,239                       20,074
Borrowed funds                                                                     1,082,762                    1,247,681
Other
liabilities                                                                           38,035                       36,067
                                                                 --------------------------------- ----------------------------
                  Total liabilities                                                5,651,913                    5,530,158
                                                                 --------------------------------- ----------------------------

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,
  83,209,293 shares issued and 59,834,229 shares outstanding at
  March 31, 2009, and 59,610,623 shares outstanding at
  December 31, 2008                                                                       832                         832
Additional paid-in capital                                                          1,013,676                   1,013,293
Retained earnings                                                                     304,178                     454,444
Accumulated other comprehensive income (loss)                                           2,197                        (485)
Treasury stock at cost                                                               (384,914)                   (384,854)
Unallocated common stock held by Employee Stock
  Ownership Plan                                                                      (63,952)                    (64,640)
Common Stock acquired by the Directors' Deferred Fee Plan                              (7,644)                     (7,667)
Deferred compensation - Directors' Deferred Fee Plan                                    7,644                       7,667
                                                                  -------------------------------- ----------------------------
                                       5


                  Total stockholders' equity                                          872,017                   1,018,590
                                                                  -------------------------------- ----------------------------
                  Total liabilities and stockholders'
                      equity                                    $                   6,523,930     $             6,548,748
                                                                  ================================ ============================


                                       6








                                                              

                PROVIDENT FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                   Three Months Ended March 31, 2009 and 2008
                  (Dollars in thousands, except per share data)

                                                        Three Months Ended
                                                             March 31
                                                    ------------------------------
                                                        2009           2008
                                                    ------------- ----------------
                                                            (Unaudited)
Interest income:
 Real estate secured loans                        $      40,605          41,387
 Commercial loans                                        10,498          11,282
 Consumer loans                                           8,174           9,679
 Investment securities                                    3,449           3,653
 Securities available for sale                           10,711          10,287
 Other short-term investments                                 7             226
 Federal funds                                               13             148
                                                    ------------- ----------------
                   Total interest income                 73,457          76,662
                                                    ------------- ----------------

Interest expense:
 Deposits                                                19,570          26,590
 Borrowed funds                                           9,956          10,883
                                                    ------------- ----------------
                   Total interest expense                29,526          37,473
                                                    ------------- ----------------
                   Net interest income                   43,931          39,189

Provision for loan losses                                 5,800           1,300
                                                    ------------- ----------------

                   Net interest income after
                   provision for loan losses             38,131          37,889
                                                    ------------- ----------------

Non-interest income:
 Fees                                                     5,229           6,114
 Bank-owned life insurance                                1,169           1,308
 Net gain on securities transactions                        187              96
 Other income                                               381           1,267
                                                    ------------- ----------------
                   Total non-interest income              6,966           8,785
                                                    ------------- ----------------

Non-interest expense:
 Goodwill impairment                                    152,502               --
 Compensation and employee benefits                      17,477          16,713
 Net occupancy expense                                    5,392           5,257
 Data processing expense                                  2,356           2,363
 Amortization of intangibles                              1,594           1,776
 Advertising and promotion expense                          674             517
 Other operating expenses                                 5,802           5,326
                                                    ------------- ----------------
                   Total non-interest expense           185,797          31,952
                                                    ------------- ----------------
                   (Loss) income before income
                        tax expense                    (140,700)         14,722
Income tax expense                                        2,919           4,029
                                                    ------------- ----------------
                   Net (loss) income              $    (143,619)         10,693
                                                    ============= ================

Basic (loss) earnings per share                          $(2.56)          $0.19
Average basic shares outstanding                     56,169,573      55,924,581

Diluted (loss) earnings per share                        $(2.56)          $0.19
Average diluted shares outstanding                   56,169,573      55,924,581



                                       7




                                                             

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

                                                             At or for the Three
                                                                  Months Ended
                                                                  March 31,
                                                          -------------------------------
                                                            2009           2008
                                                            ----           ----
STATEMENTS OF OPERATIONS:
Net interest income                                       $43,931        $39,189
Provision for loan losses                                   5,800          1,300
Non-interest income                                         6,966          8,785
Non-interest expense (1)                                   33,295         31,952
Operating income before income tax expense (2)             11,802         14,722
Operating income (2)                                        8,883         10,693
Goodwill impairment charge                                152,502             --
Net (loss) income                                      $(143,619)         10,693
Operating basic and diluted earnings per share (1)          $0.16          $0.19
Per share impact of goodwill impairment charge            $(2.72)             --
Basic and diluted (loss) earnings per share               $(2.56)          $0.19
Interest rate spread                                        2.82%          2.49%
Net interest margin                                         3.10%          2.87%

PROFITABILITY:
Annualized return on average assets (1)                     0.55%          0.68%
Annualized return on average equity (1)                     3.53%          4.28%
Annualized non-interest expense to average assets (1)       2.07%          2.03%
Efficiency ratio (1), (3)                                  65.42%         66.60%


ASSET QUALITY:
Non-accrual loans                                          63,753         27,401
Non-performing loans                                       63,753         27,401
Foreclosed assets                                           4,758          3,160
Non-performing loans to
    total loans                                             1.46%          0.64%
Non-performing assets to
    total assets                                            1.03%          0.48%
Allowance for loan losses                                 $52,350        $40,857
Allowance for loan losses to
    non-performing loans                                   82.11%        149.11%
Allowance for loan losses to
    total loans                                             1.20%          0.96%

AVERAGE BALANCE SHEET DATA:
Assets                                                 $6,537,760     $6,324,774
Loans, net                                              4,362,467      4,237,200
Interest-Earning assets                                 5,678,197      5,463,739
Core deposits                                           2,714,808      2,578,987
Borrowed funds                                          1,163,140      1,078,838
Interest-bearing liabilities                            5,013,652      4,805,002
Stockholders' equity                                    1,019,231      1,005,833
Average yield on interest-
    earning assets                                          5.21%          5.63%
                                       8


Average cost of interest-
    bearing liabilities                                     2.39%          3.14%


                                       9





Notes
- -----
(1)  Excluding a $152.5 non-cash goodwill impairment charge
(2)  Operating Income Reconciliation



                                                                

                                                             Three Months Ended
                                                                 March 31,
                                                                 ---------
                                                            2009           2008
                                                            ----           ----
Net (loss) income                                        $(143,619)        $10,693
Goodwill impairment                                        152,502              --
                                                           -------              --
Operating income                                             8,883          10,693
                                                             =====          ======

(3)  Efficiency Ratio Calculation

                               Three Months Ended
                                    March 31,
                                                            2009           2008
                                                            ----           ----
Net interest income                                      $43,931        $39,189
Non-interest income                                        6,966          8,785
                                                           -----          -----
Total income                                             $50,897        $47,974
                                                         =======        =======

Non-interest expense (1)                                 $33,295        $31,952
                                                         =======        =======

    Expense/Income (1):                                   65.42%         66.60%
                                                          ======         ======



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Average Quarterly Balance
NET INTEREST MARGIN ANALYSIS
(Unaudited) (Dollars in thousands)                           March 31, 2009                             December 31, 2008
                                                Average                      Average           Average                   Average
                                                Balance        Interest    Yield/Cost          Balance     Interest    Yield/Cost
                                              ------------------------------------------    ----------------------------------------
Interest-Earning Assets:
     Federal Funds Sold and
                  Other Short-Term
Investments                                  $    40,640     $      20           0.20    % $      4,490   $     17           1.37  %
     Investment Securities (1)                   343,360         3,449           4.02           352,361      3,571           4.05
     Securities Available for Sale               893,274        10,386           4.65           826,271      9,859           4.77
     Federal Home Loan Bank Stock                 38,456           325           3.42            43,069        359           3.32
     Net Loans (2)
                   Total Mortgage Loans        3,022,253        40,605           5.40         3,088,659     42,657           5.51
                   Total Commercial Loans        724,545        10,498           5.88           672,103     10,431           6.17
                   Total Consumer Loans          615,669         8,174           5.38           625,677      8,795           5.59
                                              -------------   -----------                   -------------- ----------
         Total Interest-Earning Assets         5,678,197        73,457           5.21         5,612,630     75,689           5.38
                                                              ----------- --------------                   ---------- --------------

Non-Interest Earning Assets:
     Cash and Due from Banks                      82,195                                         70,890
     Other Assets                                777,368                                        785,672
                                              -------------                                 --------------
         Total Assets                        $ 6,537,760                                   $  6,469,192
                                              =============                                 ==============

Interest-Bearing Liabilities:
     Demand Deposits                         $ 1,383,678         5,514           1.62    % $  1,314,577      5,958           1.80  %
     Savings Deposits                            871,710         1,884           0.88           881,182      2,086           0.94
     Time Deposits                             1,595,124        12,172           3.09         1,509,066     11,898           3.14
                                              -------------   -----------                   -------------- ----------
         Total Deposits                        3,850,512        19,570           2.06         3,704,825     19,942           2.14
                                                              -----------                                  ----------

         Borrowed Funds                        1,163,140         9,956           3.47         1,243,879     10,787           3.45
                                              -------------   -----------                   -------------- ----------
         Total Interest-Bearing Liabilities    5,013,652        29,526           2.39         4,948,704     30,729           2.47
                                                              ----------- --------------                   ---------- --------------

Non-Interest Bearing Liabilities                 504,877                                        504,233
                                              -------------                                 --------------
         Total Liabilities                     5,518,529                                      5,452,937
Stockholders' Equity                           1,019,231                                      1,016,255
                                              -------------                                 --------------
         Total Liabilities &                 $ 6,537,760                                   $  6,469,192
Stockholders'         Equity
                                              =============                                 ==============

Net interest income                                          $  43,931                                    $ 44,960
                                                              ===========                                  ==========

Net interest rate spread                                                         2.82    %                                   2.91  %
                                                                                 ====                                        ====
Net interest-earning assets                  $   664,545                                   $    663,878
                                              =============                                 ==============

Net interest margin (3)                                                          3.10    %                                   3.20  %
                                                                                 ====                                        ====
Ratio of interest-earning assets to
     interest-bearing liabilities                   1.13  x                                        1.13  x

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


(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.

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


                                                                                            

                                                  3/31/09         12/31/08        9/30/08          6/30/08         3/31/08
                                                   1stQtr.        4th Qtr.        3rd Qtr.         2nd Qtr.       1st Qtr.
                                                   -------        --------        --------         --------       --------
Interest-Earning Assets:
 Securities                                          4.31%            4.50%         4.59%           4.66%           4.67%
 Net Loans                                           5.48%            5.63%         5.78%           5.76%           5.90%
    Total Interest-Earning Assets                    5.21%            5.38%         5.51%           5.50%           5.63%

Interest-Bearing Liabilities
 Total Deposits                                      2.06%            2.14%         2.19%           2.41%           2.87%
 Borrowed Funds                                      3.47%            3.45%         3.62%           3.84%           4.06%
    Total Interest-Bearing Liabilities               2.39%            2.47%         2.55%           2.74%           3.14%

 Interest Rate Spread                                2.82%            2.91%         2.96%           2.76%           2.49%
 Net Interest Margin                                 3.10%            3.20%         3.27%           3.10%           2.87%
 Ratio of Interest-Earning Assets to
    Interest-Bearing Liabilities                     1.13x            1.13x         1.13x           1.14x           1.14x


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