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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended September 30, 2005



or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the Transition Period From              to
            .



Commission File Number 0-16421



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PROVIDENT BANKSHARES CORPORATION

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Maryland                                                       |  | 52-1518642                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



114 East Lexington
Street, Baltimore, Maryland 21202

(Address of Principal Executive Offices)



(410) 277-7000

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the Registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



At November 14, 2005, the Registrant had 32,883,658 shares of $1.00 par value common stock outstanding.



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TABLE OF CONTENTS



|                                                                                                                      |  |     
|--------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                      |  | Page
|PART I -
FINANCIAL INFORMATION                                                                                        |  |     
|                                                                                                                      | 
|Item 1.
Financial Statements                                                                                          |  |     
|                                                                                                                      | 
|Condensed Consolidated Statements of Condition - UnauditedSeptember 30, 2005 and 2004 and December 31, 2004           |  | 3   
|                                                                                                                      | 
|Condensed Consolidated Statements of Income - UnauditedThree and nine month periods ended September 30, 2005 and 2004 |  | 4   
|                                                                                                                      | 
|Condensed Consolidated Statements of Cash Flows - UnauditedNine month periods ended September 30, 2005 and 2004       |  | 5   
|                                                                                                                      | 
|Notes to Condensed Consolidated Financial Statements - Unaudited                                                      |  | 6   
|                                                                                                                      | 
|Item 2.
Managements Discussion and Analysis ofFinancial Condition and Results of Operations                          |  | 23  
|                                                                                                                      | 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 46  
|                                                                                                                      | 
|Item 4.
Controls and Procedures                                                                                       |  | 47  
|                                                                                                                      | 
|PART II -
OTHER INFORMATION                                                                                           |  |     
|                                                                                                                      | 
|Item 1.
Legal Proceedings                                                                                             |  | 47  
|                                                                                                                      | 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                                   |  | 47  
|                                                                                                                      | 
|Item 3.
Defaults upon Senior Securities                                                                               |  | 48  
|                                                                                                                      | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                           |  | 48  
|                                                                                                                      | 
|Item 5.
Other Information                                                                                             |  | 48  
|                                                                                                                      | 
|Item 6.
Exhibits                                                                                                      |  | 48  
|                                                                                                                      | 
|SIGNATURES                                                                                                            |  | 49  



Forward-looking Statements



This report, as well as other written communications made from time to
time by Provident Bankshares Corporation and its subsidiaries (the Corporation) (including, without limitation, the Corporations 2004 Annual Report to Stockholders) and oral communications made from time to time by authorized
officers of the Corporation, may contain statements relating to the future results of the Corporation (including certain projections and business trends) that are considered forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995 (the PSLRA). Such forward-looking statements may be identified by the use of such words as believe, expect, anticipate, should, planned,
estimated, intend and potential. Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the financial condition, expected or anticipated revenue, and
results of operations and business of the Corporation, including earnings growth determined using U.S. generally accepted accounting principles (GAAP); revenue growth in retail banking, lending and other areas; origination volume in the
Corporations consumer, commercial and other lending businesses; asset quality and levels of non-performing assets;



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current and future capital management programs; non-interest income levels, including fees from services and product
sales; tangible capital generation; market share; expense levels; and other business operations and strategies. For these statements, the Corporation claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.



The Corporation cautions you that a number of important factors could cause
actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: the factors identified in the Corporations Form 10-K for the fiscal year ended
December 31, 2004 under the headings Forward-Looking Statements and Risk Factors, prevailing economic conditions, either nationally or locally in some or all areas in which the Corporation conducts business or conditions
in the securities markets or the banking industry; changes in interest rates, deposit flows, loan demand, real estate values and competition, which can materially affect, among other things, consumer banking revenues, revenues from sales on
non-deposit investment products, origination levels in the Corporations lending businesses and the level of defaults, losses and prepayments on loans made by the Corporation, whether held in portfolio or sold in the secondary markets; changes
in the quality or composition of the loan or investment portfolios; the Corporations ability to successfully integrate any assets, liabilities, customers, systems and management personnel the Corporation may acquire into its operations and its
ability to realize related revenue synergies and cost savings within expected time frames; the Corporations timely development of new and competitive products or services in a changing environment, and the acceptance of such products or
services by customers; operational issues and/or capital spending necessitated by the potential need to adapt to industry changes in information technology systems, on which it is highly dependent; changes in accounting principles, policies, and
guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; risks and uncertainties related to mergers and related integration and restructuring activities; conditions in the securities markets or the
banking industry; changes in the quality or composition of the investment portfolio; litigation liabilities, including costs, expenses, settlements and judgments; or the outcome of other matters before regulatory agencies, whether pending or
commencing in the future; and other economic, competitive, governmental, regulatory and technological factors affecting the Corporations operations, pricing, products and services. Additionally, the timing and occurrence or non-occurrence of
events may be subject to circumstances beyond the Companys control. Readers are cautioned not to place undue reliance on these forward-looking statements which are made as of the date of this report, and, except as may be required by
applicable law or regulation, the Corporation assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.



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PART I  FINANCIAL INFORMATION



Item 1. Financial Statements



Provident Bankshares Corporation and Subsidiaries

Condensed Consolidated Statements of Condition



|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ------------------------ | - | --------- | -------------------------- |  | - | --------- | -
|(dollars in thousands, except per share and share amounts)                                                                                                                                      |  | September 30,2005 |           |   | December 31,Restated2004 |   |           | September 30,Restated 2004 | 
|                                                                                                                                                                                                |  | (Unaudited)       |           |   | (Unaudited)              |   |           | (Unaudited)                | 
|Assets:                                                                                                                                                                                         |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Cash and due from banks                                                                                                                                                                         |  | $                 | 173,344   |   |                          | $ | 124,664   |                            |  | $ | 122,211   |  
|Short-term investments                                                                                                                                                                          |  |                   | 8,522     |   |                          |   | 9,658     |                            |  |   | 5,468     |  
|Mortgage loans held for sale                                                                                                                                                                    |  |                   | 9,228     |   |                          |   | 6,520     |                            |  |   | 8,319     |  
|Securities available for sale                                                                                                                                                                   |  |                   | 1,829,160 |   |                          |   | 2,186,395 |                            |  |   | 2,079,150 |  
|Securities held to maturity                                                                                                                                                                     |  |                   | 111,854   |   |                          |   | 114,671   |                            |  |   | 115,251   |  
|Loans                                                                                                                                                                                           |  |                   | 3,666,758 |   |                          |   | 3,559,880 |                            |  |   | 3,520,266 |  
|Less allowance for loan losses                                                                                                                                                                  |  |                   | 46,049    |   |                          |   | 46,169    |                            |  |   | 47,171    |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Net loans                                                                                                                                                                                       |  |                   | 3,620,709 |   |                          |   | 3,513,711 |                            |  |   | 3,473,095 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Premises and equipment, net                                                                                                                                                                     |  |                   | 64,616    |   |                          |   | 63,413    |                            |  |   | 64,419    |  
|Accrued interest receivable                                                                                                                                                                     |  |                   | 30,415    |   |                          |   | 28,669    |                            |  |   | 28,738    |  
|Goodwill                                                                                                                                                                                        |  |                   | 255,264   |   |                          |   | 256,241   |                            |  |   | 253,158   |  
|Intangible assets                                                                                                                                                                               |  |                   | 11,215    |   |                          |   | 12,649    |                            |  |   | 13,131    |  
|Other assets                                                                                                                                                                                    |  |                   | 290,686   |   |                          |   | 254,825   |                            |  |   | 232,821   |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Total assets                                                                                                                                                                                    |  | $                 | 6,405,013 |   |                          | $ | 6,571,416 |                            |  | $ | 6,395,761 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Liabilities:                                                                                                                                                                                    |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Deposits:                                                                                                                                                                                       |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Noninterest-bearing                                                                                                                                                                             |  | $                 | 858,763   |   |                          | $ | 811,917   |                            |  | $ | 824,489   |  
|Interest-bearing                                                                                                                                                                                |  |                   | 3,120,893 |   |                          |   | 2,968,070 |                            |  |   | 3,069,967 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Total deposits                                                                                                                                                                                  |  |                   | 3,979,656 |   |                          |   | 3,779,987 |                            |  |   | 3,894,456 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Short-term borrowings                                                                                                                                                                           |  |                   | 833,344   |   |                          |   | 917,893   |                            |  |   | 771,420   |  
|Long-term debt                                                                                                                                                                                  |  |                   | 915,026   |   |                          |   | 1,205,833 |                            |  |   | 1,089,167 |  
|Accrued expenses and other liabilities                                                                                                                                                          |  |                   | 49,015    |   |                          |   | 49,280    |                            |  |   | 30,911    |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Total liabilities                                                                                                                                                                               |  |                   | 5,777,041 |   |                          |   | 5,952,993 |                            |  |   | 5,785,954 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Stockholders Equity:                                                                                                                                                                           |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Common stock (par value $1.00) authorized 100,000,000 shares; issued 41,249,481, 40,870,602 and 40,727,534 shares at September 30,
2005, December 31, 2004 and September 30, 2004, respectively |  |                   | 41,249    |   |                          |   | 40,871    |                            |  |   | 40,728    |  
|Additional paid-in capital                                                                                                                                                                      |  |                   | 561,604   |   |                          |   | 552,671   |                            |  |   | 549,017   |  
|Retained earnings                                                                                                                                                                               |  |                   | 211,517   |   |                          |   | 184,069   |                            |  |   | 173,990   |  
|Net accumulated other comprehensive loss                                                                                                                                                        |  |                   | (11,882   | ) |                          |   | (1,635    | )                          |  |   | (595      | )
|Treasury stock at cost - 8,286,428, 7,768,217 and 7,651,317 shares at September 30, 2005, December 31, 2004 and
September 30, 2004, respectively                                                |  |                   | (174,516  | ) |                          |   | (157,553  | )                          |  |   | (153,333  | )
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Total stockholders equity                                                                                                                                                                      |  |                   | 627,972   |   |                          |   | 618,423   |                            |  |   | 609,807   |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                      |  | $                 | 6,405,013 |   |                          | $ | 6,571,416 |                            |  | $ | 6,395,761 |  
|                                                                                                                                                                                                |  |                   |           |   |                          |   |           |                            |  |   |           |  



The accompanying notes
are an integral part of these statements.



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Provident Bankshares Corporation and Subsidiaries

Condensed Consolidated Statements of Income - Unaudited



|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|--------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | ------------ | - | ------ |  | - | ------------ | - |  | - | ------- | -
|                                                    |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30, |             
|(dollars in thousands, except per share data)       |  | 2005                            |        |                                | Restated2004 |   | 2005   |  |   | Restated2004 |  
|Interest Income:                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Loans, including fees                               |  | $                               | 55,864 |                                |              | $ | 48,274 |  | $ | 158,882      |   |  | $ | 128,867 |  
|Investment securities                               |  |                                 | 23,065 |                                |              |   | 23,646 |  |   | 71,746       |   |  |   | 69,051  |  
|Tax-advantaged loans and securities                 |  |                                 | 217    |                                |              |   | 323    |  |   | 871          |   |  |   | 997     |  
|Short-term investments                              |  |                                 | 49     |                                |              |   | 79     |  |   | 156          |   |  |   | 129     |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Total interest income                               |  |                                 | 79,195 |                                |              |   | 72,322 |  |   | 231,655      |   |  |   | 199,044 |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Interest Expense:                                   |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Deposits                                            |  |                                 | 13,553 |                                |              |   | 11,144 |  |   | 37,637       |   |  |   | 30,476  |  
|Short-term borrowings                               |  |                                 | 5,609  |                                |              |   | 2,287  |  |   | 14,901       |   |  |   | 5,230   |  
|Long-term debt                                      |  |                                 | 9,940  |                                |              |   | 10,541 |  |   | 30,915       |   |  |   | 30,163  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Total interest expense                              |  |                                 | 29,102 |                                |              |   | 23,972 |  |   | 83,453       |   |  |   | 65,869  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Net interest income                                 |  |                                 | 50,093 |                                |              |   | 48,350 |  |   | 148,202      |   |  |   | 133,175 |  
|Less provision for loan losses                      |  |                                 | 826    |                                |              |   | 2,107  |  |   | 4,623        |   |  |   | 6,029   |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Net interest income after provision for loan losses |  |                                 | 49,267 |                                |              |   | 46,243 |  |   | 143,579      |   |  |   | 127,146 |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Non-Interest Income:                                |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Service charges on deposit accounts                 |  |                                 | 23,870 |                                |              |   | 21,600 |  |   | 64,980       |   |  |   | 61,183  |  
|Commissions and fees                                |  |                                 | 1,248  |                                |              |   | 1,119  |  |   | 3,772        |   |  |   | 3,485   |  
|Net gains (losses)                                  |  |                                 | 884    |                                |              |   | 464    |  |   | 814          |   |  |   | (6,597  | )
|Derivative gains (losses) on swaps                  |  |                                 | (3,207 | )                              |              |   | 2,160  |  |   | (3,106       | ) |  |   | 2,636   |  
|Net cash settlement on swaps                        |  |                                 | 608    |                                |              |   | 2,137  |  |   | 3,261        |   |  |   | 1,398   |  
|Other non-interest income                           |  |                                 | 4,334  |                                |              |   | 3,802  |  |   | 14,244       |   |  |   | 10,073  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Total non-interest income                           |  |                                 | 27,737 |                                |              |   | 31,282 |  |   | 83,965       |   |  |   | 72,178  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Non-Interest Expense:                               |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Salaries and employee benefits                      |  |                                 | 26,109 |                                |              |   | 23,273 |  |   | 74,526       |   |  |   | 65,742  |  
|Occupancy expense, net                              |  |                                 | 5,488  |                                |              |   | 4,955  |  |   | 17,051       |   |  |   | 13,435  |  
|Furniture and equipment expense                     |  |                                 | 3,644  |                                |              |   | 3,498  |  |   | 10,720       |   |  |   | 10,112  |  
|External processing fees                            |  |                                 | 5,089  |                                |              |   | 5,913  |  |   | 15,411       |   |  |   | 17,274  |  
|Merger expenses                                     |  |                                 |       |                                |              |   | 1,110  |  |   |             |   |  |   | 3,266   |  
|Other non-interest expense                          |  |                                 | 10,319 |                                |              |   | 9,258  |  |   | 31,372       |   |  |   | 24,948  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Total non-interest expense                          |  |                                 | 50,649 |                                |              |   | 48,007 |  |   | 149,080      |   |  |   | 134,777 |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Income before income taxes                          |  |                                 | 26,355 |                                |              |   | 29,518 |  |   | 78,464       |   |  |   | 64,547  |  
|Income tax expense                                  |  |                                 | 8,102  |                                |              |   | 10,011 |  |   | 24,484       |   |  |   | 21,420  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Net income                                          |  | $                               | 18,253 |                                |              | $ | 19,507 |  | $ | 53,980       |   |  | $ | 43,127  |  
|                                                    |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Net Income Per Share Amounts:                       |  |                                 |        |                                |              |   |        |  |   |              |   |  |   |         |  
|Basic                                               |  | $                               | 0.55   |                                |              | $ | 0.59   |  | $ | 1.64         |   |  | $ | 1.47    |  
|Diluted                                             |  |                                 | 0.54   |                                |              |   | 0.58   |  |   | 1.60         |   |  |   | 1.44    |  



The accompanying notes
are an integral part of these statements.



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Provident Bankshares Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows 
Unaudited



|                                                                                  |  |                                |          |   |              |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ------------ | - | -------- | -
|                                                                                  |  | Nine Months EndedSeptember 30, |         
|(in thousands)                                                                    |  | 2005                           |          |   | Restated2004 |  
|Operating Activities:                                                             |  |                                |          |   |              |   |          |  
|Net income                                                                        |  | $                              | 53,980   |   |              | $ | 43,127   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                |          |   |              |   |          |  
|Depreciation and amortization                                                     |  |                                | 20,720   |   |              |   | 21,270   |  
|Provision for loan losses                                                         |  |                                | 4,623    |   |              |   | 6,029    |  
|Provision for deferred income tax benefit                                         |  |                                | (218     | ) |              |   | (2,902   | )
|Net (gains) losses                                                                |  |                                | (814     | ) |              |   | 6,597    |  
|Derivative (gains) losses                                                         |  |                                | 3,106    |   |              |   | (2,636   | )
|Originated loans held for sale                                                    |  |                                | (55,876  | ) |              |   | (53,449  | )
|Proceeds from sales of loans held for sale                                        |  |                                | 53,601   |   |              |   | 50,440   |  
|Net increase in accrued interest receivable and other assets                      |  |                                | (1,664   | ) |              |   | (13,900  | )
|Net increase (decrease) in accrued expenses and other liabilities                 |  |                                | 38       |   |              |   | (8,528   | )
|                                                                                  |  |                                |          |   |              |   |          |  
|Total adjustments                                                                 |  |                                | 23,516   |   |              |   | 2,921    |  
|                                                                                  |  |                                |          |   |              |   |          |  
|Net cash provided by operating activities                                         |  |                                | 77,496   |   |              |   | 46,048   |  
|                                                                                  |  |                                |          |   |              |   |          |  
|Investing Activities:                                                             |  |                                |          |   |              |   |          |  
|Principal collections and maturities of securities available for sale             |  |                                | 266,759  |   |              |   | 332,121  |  
|Principal collections and maturities of securities held to maturity               |  |                                | 1,026    |   |              |   |         |  
|Proceeds from sales of securities available for sale                              |  |                                | 393,074  |   |              |   | 867,998  |  
|Purchases of securities available for sale                                        |  |                                | (324,991 | ) |              |   | (746,115 | )
|Loan originations and purchases less principal collections                        |  |                                | (113,152 | ) |              |   | (69,475  | )
|Net cash received from business acquisition                                       |  |                                |         |   |              |   | 27,872   |  
|Purchases of premises and equipment                                               |  |                                | (10,517  | ) |              |   | (11,017  | )
|                                                                                  |  |                                |          |   |              |   |          |  
|Net cash provided by investing activities                                         |  |                                | 212,199  |   |              |   | 401,384  |  
|                                                                                  |  |                                |          |   |              |   |          |  
|Financing Activities:                                                             |  |                                |          |   |              |   |          |  
|Net increase (decrease) in deposits                                               |  |                                | 166,828  |   |              |   | (204,531 | )
|Net decrease in short-term borrowings                                             |  |                                | (84,549  | ) |              |   | (65,962  | )
|Proceeds from long-term debt                                                      |  |                                | 55,000   |   |              |   | 244,987  |  
|Payments and maturities of long-term debt                                         |  |                                | (347,008 | ) |              |   | (406,867 | )
|Proceeds from issuance of stock                                                   |  |                                | 9,312    |   |              |   | 7,117    |  
|Purchase of treasury stock                                                        |  |                                | (15,202  | ) |              |   |         |  
|Cash dividends paid on common stock                                               |  |                                | (26,532  | ) |              |   | (22,682  | )
|                                                                                  |  |                                |          |   |              |   |          |  
|Net cash used by financing activities                                             |  |                                | (242,151 | ) |              |   | (447,938 | )
|                                                                                  |  |                                |          |   |              |   |          |  
|Increase (decrease) in cash and cash equivalents                                  |  |                                | 47,544   |   |              |   | (506     | )
|Cash and cash equivalents at beginning of period                                  |  |                                | 134,322  |   |              |   | 128,185  |  
|                                                                                  |  |                                |          |   |              |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                              | 181,866  |   |              | $ | 127,679  |  
|                                                                                  |  |                                |          |   |              |   |          |  
|Supplemental Disclosures:                                                         |  |                                |          |   |              |   |          |  
|Interest paid, net of amount credited to deposit accounts                         |  | $                              | 59,495   |   |              | $ | 48,697   |  
|Income taxes paid                                                                 |  |                                | 16,116   |   |              |   | 10,154   |  
|Stock issued for acquired company                                                 |  |                                |         |   |              |   | 251,363  |  
|Net securities available for sale transferred to securities held to maturity      |  |                                |         |   |              |   | 115,251  |  



The accompanying notes
are an integral part of these statements.



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##### Table of Contents

Provident Bankshares Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements -
Unaudited

September 30, 2005



NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Provident Bankshares Corporation (the Corporation), a Maryland corporation, is the bank holding company for Provident Bank (the Bank), a Maryland
chartered stock commercial bank. The Bank serves individuals and businesses through a network of banking offices and ATMs in Maryland, Virginia, and southern York County, Pennsylvania. Related financial services are offered through its wholly owned
subsidiaries. Securities brokerage, investment management and related insurance services are available through Provident Investment Company and leases through Court Square Leasing and Provident Lease Corporation.



The accounting and reporting policies of the Corporation conform with U.S. generally accepted
accounting principles (GAAP) and prevailing practices within the banking industry for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete
financial statements and prevailing practices within the banking industry. The following summary of significant accounting policies of the Corporation is presented to assist the reader in understanding the financial and other data presented in this
report. Operating results for the three month period ended September 30, 2005 are not necessarily indicative of the results that may be expected for any future quarters or for the year ending December 31, 2005. For further information,
refer to the Consolidated Financial Statements and notes thereto included in the Corporations Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission (SEC) on
March 16, 2005.



Principles of Consolidation and Basis of Presentation



The unaudited Condensed Consolidated Financial Statements include the
accounts of the Corporation and its wholly owned subsidiary, Provident Bank and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Results of operations from purchased companies are
included from the date of merger. Assets and liabilities of purchased companies are stated at estimated fair values at the date of merger.



Certain prior years amounts in the unaudited Condensed Consolidated Financial Statements have been reclassified to conform to the presentation used for the current
period. These reclassifications have no effect on stockholders equity or net income as previously reported or restated.



Use of Estimates



The Condensed Consolidated Financial Statements of the Corporation are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities for the reporting periods. Management bases its estimates on historical experience and various other factors and
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management
evaluates estimates on an on-going basis, including those related to the allowance for loan losses, non-accrual loans, other real estate owned, goodwill and intangible assets, other than temporary impairment of investment securities, pension and
post-retirement benefits, asset prepayment rates, stock-based compensation, derivative positions, recourse liabilities, litigation and income taxes. Management believes the following critical accounting policies affect its more significant judgments
and estimates used in preparation of its Condensed Consolidated Financial Statements: allowance for loan losses, other than temporary impairment of investment securities, derivative financial instruments, goodwill and intangible assets, asset
prepayment rates and income taxes. Each estimate and its financial impact, to the extent significant to financial results, is discussed in the notes to the unaudited Condensed Consolidated Financial Statements or in the notes to the Consolidated
Financial Statements as included in the Corporations 2004 Annual Report on Form 10-K. It is at least reasonably possible that each of the Corporations estimates could change in the near term or that actual results may differ from these
estimates under different assumptions or conditions, resulting in a change that could be material to the unaudited Condensed Consolidated Financial Statements.



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##### Table of Contents

Changes in Accounting Principles



In December 2003, the Accounting Standards Executive Committee (AcSEC) issued Statement of Position 03-3, Accounting for
Certain Loans or Debt Securities Acquired in a Transfer (SOP 03-3). SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The SOP addresses accounting for differences between contractual
cash flows and cash flows expected to be collected from an investors initial investment in loans or debt securities acquired in a transfer if those differences are attributable, at least in part, to credit quality. The SOP does not apply to
loans originated by the Bank. The Corporation did not acquire any assets in 2005 that were within the scope of SOP 03-3.



In December 2004, the FASB issued SFAS No. 123R (a revision of SFAS No. 123) Accounting for Stock-Based Compensation (SFAS
No. 123R) effective for interim and annual periods beginning after June 15, 2005. In April 2005, the SEC deferred the effective date of the provisions of SFAS No. 123R until the beginning of the first annual period beginning
after June 15, 2005. SFAS No. 123R requires companies to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees as a cost of employee services in the Condensed Consolidated Statements
of Income. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award (usually the vesting period). As of the required effective date, the Corporation intends to use the modified
prospective method as defined in SFAS No. 123R. Under this method, awards that are granted, modified or settled after the date of adoption should be measured and accounted for in accordance with SFAS No. 123R. Unvested awards that were
granted prior to the effective date should be valued in accordance with SFAS No. 123R. Compensation expense must be recognized in the Condensed Consolidated Statements of Income subsequent to the effective date of SFAS No. 123R. Management
has evaluated the potential impact of SFAS No. 123R and determined that it would result in additional compensation expense of approximately $919 thousand in 2006 for options granted in 2005.



In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154,
Accounting Changes and Error Corrections (SFAS No. 154), which is effective for accounting changes and corrections of errors made in years beginning after December 15, 2005. SFAS No. 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections. The adoption of SFAS No. 154 will not have any impact on the results of operations of the Corporation.



Derivative Financial Instruments



The Corporation uses various derivative financial instruments as part of its interest rate risk management strategy to mitigate the exposure to changes in market interest
rates. The derivative financial instruments used separately or in combination are interest rate swaps, caps and floors. Derivative financial instruments are required to be measured at fair value and recognized as either assets or liabilities in the
financial statements. Fair value represents the payment the Corporation would receive or pay if the item were sold or bought in a current transaction. Fair values are generally based on market quotes. The accounting for changes in fair value (gains
or losses) of a derivative is dependent on whether the derivative is designated and qualifies for hedge accounting. In accordance with Statement of Financial Accounting Standard No. 133,  Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133), the Corporation assigns derivatives to one of these categories at the purchase date: fair value hedge, cash flow hedge or non-designated hedge. SFAS No. 133 requires an assessment of
the expected and ongoing hedge effectiveness of any derivative designated a fair value hedge or cash flow hedge. Derivatives are included in other assets and other liabilities in the Condensed Consolidated Statements of Condition.



Fair Value Hedges For derivatives designated as fair value
hedges, the derivative instrument and related hedge item are marked-to-market through the related interest income or expense, as applicable, except for the ineffective portion which is recorded in non-interest income.



Cash Flow Hedges  For derivatives designated as cash flow
hedges, mark-to-market adjustments are recorded net of income taxes as a component of Other Comprehensive Income in Shareholders Equity, equity for the ineffective portion which is recorded in non-interest income. Amounts recorded in OCI are
recognized into earnings concurrent with the hedged items impact on earnings.



Non-Designated Derivatives Certain economic hedges are not designated as cash flow or as fair value hedges for accounting purposes. As a result, changes in the fair value are recorded in non-interest
income in the Condensed Consolidated Statements of Operations. Interest income or expense related to non-designated derivatives is also recorded in non-interest income.



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##### Table of Contents

All qualifying relationships between hedging instruments and hedged items are fully documented by the Corporation. Risk
management objectives, strategies and the projected effectiveness of the chosen derivatives to hedge specific risks are also documented. At inception of the hedging relationship and periodically as required under SFAS No. 133, the Corporation
evaluates the effectiveness of its hedging instruments. For hedges qualifying for short-cut treatment at inception, the ongoing effectiveness testing includes a review of the hedge and the hedged item to determine if the hedge continues
to qualify for short-cut treatment. An assumption of no hedge ineffectiveness is allowed for derivatives qualifying for short-cut treatment. For all other derivatives qualifying for hedge accounting, a quantitative assessment of the effectiveness of
the hedge is required at each reporting date. The Corporation performs effectiveness testing quarterly for all of its hedges. The Corporation uses benchmark interest rates such as LIBOR to hedge the interest rate risk associated with
interest-earning assets or interest-bearing liabilities. Using benchmark rates and complying with specific criteria set forth in SFAS No.133, the Corporation has concluded that for qualifying hedges, changes in fair value or cash flows that are
attributable to risks being hedged will be highly effective at the hedges inception and on an ongoing basis.



When it is determined that a derivative is not, or ceases to be effective as a hedge, the Corporation discontinues hedge accounting prospectively. When a fair value hedge
is discontinued due to ineffectiveness, the Corporation continues to carry the derivative on the Condensed Consolidated Statements of Condition at its fair value, as a non-designated hedge but discontinues marking-to-market the hedged asset or
liability for changes in fair value. Any previous mark-to-market adjustments recorded to the hedged item are amortized over the remaining life of the asset or liability. All ineffective portions of fair value hedges are reported in and affect net
income immediately. When a cash flow hedge is discontinued due to termination of the derivative, the Corporation continues to carry the previous mark-to-market adjustments in OCI and recognizes the amount into earnings in the same period or periods
during which the hedged item affects earnings. If the cash flow hedge is discontinued due to ineffectiveness, the derivative would be considered a non-designated hedge and would continue to be marked-to-market in the Condensed Consolidated Statement
of Condition as an asset or liability. Additionally, the Condensed Consolidation Statements of Income would record the mark-to-market through current period earnings and not through OCI.



Counter-party credit risk associated with derivatives is controlled by dealing with well-established brokers that are highly rated by credit
rating agencies and by establishing exposure limits for individual counter-parties. Market risk on interest rate swaps is minimized by using these instruments as hedges and by continually monitoring the positions to ensure ongoing effectiveness.
Credit risk is controlled by entering into bilateral collateral agreements with brokers, in which the parties pledge collateral to indemnify the counter-party in the case of default. The Corporations hedging activities and strategies are
monitored by the Banks Asset / Liability Committee (ALCO) as part of its oversight of the treasury function.



Stock-Based Compensation



The Corporation may grant employees and/or directors stock-based compensation in the form of stock options or restricted stock priced at the fair market value on the
grant date.



The Company applies the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions
involving Stock Compensation (FIN No. 44), an interpretation of APB Opinion No. 25, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price. FASB Statement 123, Accounting for Stock-Based Compensation and FASB Statement No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure, and amendment of FASB Statement No. 123, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by existing accounting
standards, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of Statement 123, as amended.



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##### Table of Contents

The Corporation recognized pre-tax compensation expense of $393 thousand relating to restricted stock grants for the nine
months ended September 30, 2005. During the second quarter of 2005, as part of a voluntary separation agreement, the Corporation modified the terms of previously awarded stock options to an executive who left the Corporation. Under the
provisions of FIN No. 44, these stock options were remeasured at the intrinsic value as of the date of separation. Accordingly, the Corporation immediately recognized compensation expense of $525 thousand.



The following table illustrates the pro forma effect on net income and earnings per share if
the Corporation had applied the fair value provisions of SFAS No. 123 Accounting for Stock-Based Compensation (SFAS No. 123) to stock-based compensation for the periods indicated.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | - | ------ | ---- |  | - | ------------ | - |  | - | ------ | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|(in thousands, except per share data)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 2005                            |        |   | Restated2004                   |   |        | 2005 |  |   | Restated2004 |  
|Net Income:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|Net income as reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | $                               | 18,253 |   |                                | $ | 19,507 |      |  | $ | 53,980       |   |  | $ | 43,127 |  
|Addition for total stock-based compensation expense included in reported net income, net of tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                 | 44     |   |                                |   | 136    |      |  |   | 596          |   |  |   | 136    |  
|Deduction for total stock-based compensation expense determined under fair value based method for all awards, net of tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                 | (313   | ) |                                |   | (427   | )    |  |   | (2,001       | ) |  |   | (1,094 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|Pro forma net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                               | 17,984 |   |                                | $ | 19,216 |      |  | $ | 52,575       |   |  | $ | 42,169 |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|Basic Earnings Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|As reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | $                               | 0.55   |   |                                | $ | 0.59   |      |  | $ | 1.64         |   |  | $ | 1.47   |  
|Pro forma                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                 | 0.55   |   |                                |   | 0.58   |      |  |   | 1.59         |   |  |   | 1.44   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                 |        |  
|Diluted Earnings Per Share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                 |        |   |                                |   |        |      |  |   |              |   |  |   |        |  
|As reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | $                               | 0.54   |   |                                | $ | 0.58   |      |  | $ | 1.60         |   |  | $ | 1.44   |  
|Pro forma                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                 | 0.53   |   |                                |   | 0.57   |      |  |   | 1.56         |   |  |   | 1.41   |  
|Pro forma amounts may not be representative of future
expense since the estimated fair value of stock options is amortized to expense over the various vesting periods and additional options may be granted in future periods. Beginning in 2006, under SFAS No. 123R the Corporation will be required to
recognize compensation expense related to the fair value of stock options as they vest, which will reduce net income.  The weighted average fair value of all of the options granted during the periods indicated have been estimated using the Black-Scholes option-pricing model with the
following assumptions: | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 2005                            |        |   | 2004                           |   |        | 2005 |  |   | 2004         |  
|Dividend yield                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                 | 3.26   | % |                                |   | 2.97   | %    |  |   | 3.48         | % |  |   | 3.33   | %
|Weighted average risk-free interest rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                 | 4.22   | % |                                |   | 3.67   | %    |  |   | 4.28         | % |  |   | 3.20   | %
|Weighted average expected volatility                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                 | 20.03  | % |                                |   | 28.81  | %    |  |   | 23.42        | % |  |   | 25.85  | %
|Weighted average expected life in years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                 | 5.50   |   |                                |   | 7.00   |      |  |   | 5.50         |   |  |   | 7.00   |  



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Effective April 1, 2005, the Board of Directors approved the acceleration, by one year, of the vesting of all the
currently outstanding options to purchase 766,575 shares of the Corporations common stock granted prior to 2005 including those options held by certain members of senior management. This effectively reduces the three year vesting period on
these options from three to two years. The acceleration of the vesting will result in an aggregate compensation expense of $142,000 ($79,000 in 2005, $48,000 in 2006, $15,000 in 2007) over the modified vesting periods. The amount that would have
been expensed for the unvested options granted prior to 2005 had the Corporation not accelerated the vesting would have been approximately $1.8 million over the original vesting periods (i.e. 2006 and 2007). Stock options granted in 2005 have an
eight year life and vest over a four year period. The other terms of each of the option grants remained unchanged.



NOTE 2  RESTATEMENT OF PREVIOUSLY REPORTED RESULTS OF OPERATIONS



In connection with the issuance of its 2005 third quarter results, the Corporation has restated the financial statements for quarters ended June 30, 2005 and
March 31, 2005, and for the year ended December 31, 2004. The restatements are primarily the result of corrections related to the Corporations derivative accounting documentation required under SFAS No. 133. Historically,
Provident has entered into various interest rate swaps to hedge the interest rate risk inherent in certain of its brokered Certificates of Deposits (CDs), FHLB Borrowings (FHLB Borrowings) and Junior Subordinated Debentures
(Junior Subordinated Debentures) ( which are owned by trusts which issue trust preferred securities with identical terms to outside third parties). From the inception of hedge accounting, Provident has applied the short-cut
method of fair value and cash flow hedge accounting under SFAS No.133 to the swaps associated with CDs, FHLB Borrowings and Junior Subordinated Debentures transactions, allowing Provident to assume no hedge ineffectiveness for these
derivatives. Provident has determined that the CD swaps, a portion of the FHLB swaps, and the swaps associated with the debt transaction did not qualify for the short-cut method in the first and second quarter of 2005 and for calendar year ended
December 31, 2004. The CD swaps did not qualify for short-cut application because a related CD broker placement fee was determined (in retrospect) to be imbedded in the swap contracts, causing the swap to have a value other than zero at
inception. A portion of the FHLB swaps did not qualify because the maturity of the swaps exceed the maturity of the FHLB Borrowings. Regarding the debt swaps, the swaps were documented as hedging the trust preferred securities, and were not
redesignated as hedging the Junior Subordinated Debentures upon adoption of FIN 46R. As a result of these errors in the application of the short cut method, the Corporation is precluded from applying hedge accounting to these derivative instruments
for these periods. The financial results beginning January 1, 2004 have therefore been restated for the affected derivatives and their related hedged items. In addition to the derivative accounting issues, the Corporation will also correct the
accounting for severance pay relating to an executive separation agreement with an executive who departed from the Corporation as of June 30, 2005.



The financial statement impact of applying the long-haul method of effectiveness testing using SFAS No. 133 and the results under the
short-cut method show no material difference in the effectiveness of the swaps. However, hedge accounting under SFAS No. 133 is not allowed for the affected periods because the hedge documentation required for the
long-haul method was not in place at the inception of the hedges. Fair value hedge accounting allows a company to record changes in the fair value of a hedged item (in this case, the brokered CDs and the Junior Subordinated Debentures)
as an adjustment to income that offsets the fair value adjustment of the related interest rate swaps. Cash flow hedge accounting allows a company to record changes in the fair value net of income taxes as a component of Other Comprehensive Income in
Shareholders Equity. Amounts recorded in OCI are recognized into earnings concurrent with the hedged items impact on earnings. Under fair value and cash flow hedge accounting, net cash flows associated with the swapped interest payments
are included in interest expense.



Elimination of hedge accounting reverses
fair value adjustments made on the brokered CDs so that they are carried at par, net of the unamortized balance of the CD broker placement fee. The net swap interest rate payments were reclassified from an adjustment to interest expense on the
brokered CDs to non-interest income. The CD broker placement fees, which were incorporated into the swap, adjusted the par amount of the brokered CDs and will be amortized through the maturity date of the related CDs as an adjustment to the rate
paid. The interest expense on the FHLB Borrowings were treated in a manner similar to the CD interest expense. Hedge accounting for cash flow hedges allows a company to record the effective portion of the hedge into other comprehensive income, net
of tax. Elimination of the hedge accounting reversed the fair value adjustments recorded to OCI and recorded the fair value adjustment directly to non-interest income in the Condensed Consolidated Statement of Income.



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Prior to January 1, 2004, the interest expense on trust preferred securities was netted with the interest payments
received from the designated swaps. However, the adoption of FASB Interpretation No. 46  Consolidation of Variable Interest Entities (FIN 46) on January 1, 2004 and the resultant deconsolidation of the trusts which issued the
securities, required redesignation of the swaps to the Junior Subordinated Debentures issued by the Corporation in order to continue to apply hedge accounting. The lack of redesignation resulted in the elimination of hedge accounting for the Junior
Subordinated Debentures. The fair value basis adjustment of the trust preferred securities at the adoption date, was deferred as a basis adjustment to the Junior Subordinated Debentures. This basis adjustment is being amortized into interest expense
over the life of the Junior Subordinated Debentures as a result of the elimination of hedge accounting. Fair value adjustments on the swaps subsequent to the date of adoption of FIN 46 have been reflected as derivative gains (losses).



Accordingly, the financial statements for first and second quarters of 2005 and the year
ended December 31, 2004 have been restated to reflect the required accounting treatment. The Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2005 and September 30, 2004 reflect these
adjustments. The nine months ended amounts reflect the impacts of restating the first and second quarters of 2005 and 2004. Adjustments to the Condensed Consolidated Statements of Income for amounts previously reported affect interest expense on
deposits and long-term debt through the reversal of the swap income that offset interest expense on the brokered CDs, FHLB Borrowings and the Junior Subordinated Debentures, affect non-interest income for the fair value adjustments related to the
associated swaps, and affect the net cash settlements on the swaps and affect the related tax impact of the respective adjustments. The severance adjustment increased salaries and benefits costs in the second quarter of 2005 by $1.1 million and
reduced the third quarter of 2005 by $606 thousand.



Provident has
re-designated these interest rate swaps as hedges utilizing the long haul method of effectiveness testing, and as a result, will apply hedge accounting treatment for these swaps for future periods. The fourth quarter financial results
will reflect an estimated charge of $1.6 million (after tax) to non-interest income operations up to the time that hedge accounting under SFAS No. 133 can be applied.



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The table below summarizes the restated periods:



|                                              |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|--------------------------------------------- | ---- | --------------------------- | --------- | ---- | -------------------------- | - | --------- | ------------------------------------ |  | ----------------------------------- | --------- | --------------------------- |  | - | --------- | - |  | - | --------- |  | - | --------- |  | - | ---------
|(dollars in thousands, except per share data) |      | Three months endedMarch 31, |           |      | Three months endedJune 30, |   |           | Three Months EndedSeptember 30, 2004 |  | Nine Months EndedSeptember 30, 2004 |           | Year EndedDecember 31, 2004
|                                              | 2005 |                             |           | 2004 |                            |   | 2005      |                                      |  | 2004                                |           |                             |  |  
|Net Income                                    |      | $                           | 18,108    |      |                            | $ | 12,875    |                                      |  | $                                   | 18,438    |                             |  | $ | 10,500    |   |  | $ | 18,052    |  | $ | 41,427    |  | $ | 60,325   
|Impact of restated items, net:                |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|Premium/Fee Amortization                      |      |                             | (16       | )    |                            |   | 37        |                                      |  |                                     | (177      | )                           |  |   | (27       | ) |  |   | 109       |  |   | 119       |  |   | 197      
|Change in market value of derivatives         |      |                             | (2,342    | )    |                            |   | (2,215    | )                                    |  |                                     | 2,412     |                             |  |   | 2,450     |   |  |   | 1,346     |  |   | 1,581     |  |   | 1,458    
|Salaries and employee benefits                |      |                             |          |      |                            |   |          |                                      |  |                                     | (696      | )                           |  |   |          |   |  |   |          |  |   |          |  |   |         
|                                              |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|Total increase (decrease) in Net Income       |      |                             | (2,358    | )    |                            |   | (2,178    | )                                    |  |                                     | 1,539     |                             |  |   | 2,423     |   |  |   | 1,455     |  |   | 1,700     |  |   | 1,655    
|                                              |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|Total restated Net Income                     |      | $                           | 15,750    |      |                            | $ | 10,697    |                                      |  | $                                   | 19,977    |                             |  | $ | 12,923    |   |  | $ | 19,507    |  | $ | 43,127    |  | $ | 61,980   
|                                              |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|Basic earnings per share                      |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 0.55      |      |                            | $ | 0.52      |                                      |  | $                                   | 0.56      |                             |  | $ | 0.35      |   |  | $ | 0.55      |  | $ | 1.41      |  | $ | 1.99     
|As restated                                   |      | $                           | 0.48      |      |                            | $ | 0.43      |                                      |  | $                                   | 0.61      |                             |  | $ | 0.43      |   |  | $ | 0.59      |  | $ | 1.47      |  | $ | 2.05     
|                                              |      |                             |           |      |                            |   |          
|Diluted earnings per share                    |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 0.54      |      |                            | $ | 0.51      |                                      |  | $                                   | 0.55      |                             |  | $ | 0.34      |   |  | $ | 0.54      |  | $ | 1.38      |  | $ | 1.95     
|As restated                                   |      | $                           | 0.47      |      |                            | $ | 0.42      |                                      |  | $                                   | 0.60      |                             |  | $ | 0.42      |   |  | $ | 0.58      |  | $ | 1.44      |  | $ | 2.00     
|                                              |      |                             |           |      |                            |   |          
|Interest Expense on deposits                  |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 10,188    |      |                            | $ | 8,614     |                                      |  | $                                   | 11,812    |                             |  | $ | 9,544     |   |  | $ | 9,595     |  | $ | 27,753    |  | $ | 36,953   
|As restated                                   |      | $                           | 11,328    |      |                            | $ | 8,614     |                                      |  | $                                   | 12,756    |                             |  | $ | 10,718    |   |  | $ | 11,144    |  | $ | 30,476    |  | $ | 41,235   
|                                              |      |                             |           |      |                            |   |          
|Interest Expense on long-term debt            |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 10,266    |      |                            | $ | 10,948    |                                      |  | $                                   | 9,887     |                             |  | $ | 10,601    |   |  | $ | 10,128    |  | $ | 31,677    |  | $ | 41,686   
|As restated                                   |      | $                           | 10,670    |      |                            | $ | 8,752     |                                      |  | $                                   | 10,305    |                             |  | $ | 10,870    |   |  | $ | 10,541    |  | $ | 30,163    |  | $ | 40,546   
|                                              |      |                             |           |      |                            |   |          
|Salaries and employee benefits                |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 22,698    |      |                            | $ | 20,421    |                                      |  | $                                   | 24,588    |                             |  | $ | 22,048    |   |  | $ | 23,273    |  | $ | 65,742    |  | $ | 90,024   
|As restated                                   |      | $                           | 22,698    |      |                            | $ | 20,421    |                                      |  | $                                   | 25,719    |                             |  | $ | 22,048    |   |  | $ | 23,273    |  | $ | 65,742    |  | $ | 90,024   
|                                              |      |                             |           |      |                            |   |          
|Net cash settlement on swaps                  |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           |          |      |                            | $ |          |                                      |  | $                                   |          |                             |  | $ |          |   |  | $ |          |  | $ |          |  | $ |         
|As restated                                   |      | $                           | 1,579     |      |                            | $ | (2,134    | )                                    |  | $                                   | 1,074     |                             |  | $ | 1,395     |   |  | $ | 2,137     |  | $ | 1,398     |  | $ | 3,469    
|                                              |      |                             |           |      |                            |   |          
|Derivative gains (losses) on swaps            |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           |          |      |                            | $ |          |                                      |  | $                                   |          |                             |  | $ |          |   |  | $ |          |  | $ |          |  | $ |         
|As restated                                   |      | $                           | (3,820    | )    |                            | $ | (3,752    | )                                    |  | $                                   | 3,921     |                             |  | $ | 4,228     |   |  | $ | 2,160     |  | $ | 2,636     |  | $ | 2,432    
|                                              |      |                             |           |      |                            |   |          
|Other Assets                                  |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 256,305   |      |                            | $ | 141,008   |                                      |  | $                                   | 249,471   |                             |  | $ | 221,563   |   |  | $ | 233,875   |  | $ | 233,875   |  | $ | 255,569  
|As restated                                   |      | $                           | 257,269   |      |                            | $ | 140,824   |                                      |  | $                                   | 249,198   |                             |  | $ | 222,036   |   |  | $ | 232,821   |  | $ | 232,821   |  | $ | 254,825  
|                                              |      |                             |           |      |                            |   |          
|Total assets                                  |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 6,428,829 |      |                            | $ | 5,268,743 |                                      |  | $                                   | 6,407,388 |                             |  | $ | 6,423,052 |   |  | $ | 6,396,815 |  | $ | 6,396,815 |  | $ | 6,572,160
|As restated                                   |      | $                           | 6,424,682 |      |                            | $ | 5,268,559 |                                      |  | $                                   | 6,407,115 |                             |  | $ | 6,423,525 |   |  | $ | 6,395,761 |  | $ | 6,395,761 |  | $ | 6,571,416
|                                              |      |                             |           |      |                            |   |          
|Interest-bearing deposits                     |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 3,047,348 |      |                            | $ | 2,555,553 |                                      |  | $                                   | 3,106,407 |                             |  | $ | 3,206,406 |   |  | $ | 3,072,769 |  | $ | 3,072,769 |  | $ | 2,970,083
|As restated                                   |      | $                           | 3,044,046 |      |                            | $ | 2,555,553 |                                      |  | $                                   | 3,104,284 |                             |  | $ | 3,206,835 |   |  | $ | 3,069,967 |  | $ | 3,069,967 |  | $ | 2,968,070
|                                              |      |                             |           |      |                            |   |          
|Long-term debt                                |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 1,124,530 |      |                            | $ | 1,136,121 |                                      |  | $                                   | 1,031,884 |                             |  | $ | 1,168,572 |   |  | $ | 1,088,984 |  | $ | 1,088,984 |  | $ | 1,205,548
|As restated                                   |      | $                           | 1,125,465 |      |                            | $ | 1,134,963 |                                      |  | $                                   | 1,032,334 |                             |  | $ | 1,169,707 |   |  | $ | 1,089,167 |  | $ | 1,089,167 |  | $ | 1,205,833
|                                              |      |                             |           |      |                            |   |          
|Retained earnings                             |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 191,929   |      |                            | $ | 160,385   |                                      |  | $                                   | 201,470   |                             |  | $ | 162,647   |   |  | $ | 172,290   |  | $ | 172,290   |  | $ | 182,414  
|As restated                                   |      | $                           | 191,226   |      |                            | $ | 158,207   |                                      |  | $                                   | 202,306   |                             |  | $ | 162,892   |   |  | $ | 173,990   |  | $ | 173,990   |  | $ | 184,069  
|                                              |      |                             |           |      |                            |   |          
|Total stockholders equity                    |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 613,379   |      |                            | $ | 344,470   |                                      |  | $                                   | 626,546   |                             |  | $ | 582,877   |   |  | $ | 608,242   |  | $ | 608,242   |  | $ | 617,439  
|As restated                                   |      | $                           | 611,537   |      |                            | $ | 345,444   |                                      |  | $                                   | 627,339   |                             |  | $ | 581,786   |   |  | $ | 609,807   |  | $ | 609,807   |  | $ | 618,423  
|                                              |      |                             |           |      |                            |   |          
|Total liabilities and stockholders equity    |      |                             |           |      |                            |   |           |                                      |  |                                     |           |                             |  |   |           |   |  |   |           |  |   |           |  |   |          
|As reported                                   |      | $                           | 6,428,829 |      |                            | $ | 5,268,743 |                                      |  | $                                   | 6,407,388 |                             |  | $ | 6,423,052 |   |  | $ | 6,396,815 |  | $ | 6,396,815 |  | $ | 6,572,160
|As restated                                   |      | $                           | 6,424,682 |      |                            | $ | 5,268,559 |                                      |  | $                                   | 6,407,115 |                             |  | $ | 6,423,525 |   |  | $ | 6,395,761 |  | $ | 6,395,761 |  | $ | 6,571,416



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NOTE 3BUSINESS COMBINATION



On April 30, 2004, the Corporation acquired 100 percent of the outstanding common shares of Southern Financial Bancorp, Inc.
(Southern Financial), headquartered in Warrenton, Virginia, which was the holding company for Southern Financial Bank. Southern Financial had previously completed the acquisition of Essex Bancorp, Inc., based in Norfolk, Virginia.
Southern Financial operated 33 banking offices in the northern Virginia counties of Fairfax, Loudoun and Prince William; as well as Richmond, Charlottesville and the Tidewater areas.



Southern Financial was merged with and into the Corporation. Southern Financial shareholders received 1.0875 shares of the
Corporations common stock and $11.125 in cash for each Southern Financial share outstanding. As a result, Southern Financials shareholders received 8.2 million shares of the Corporations common stock amounting to $251.3
million and $83.8 million in cash, for an aggregate purchase price of $335.1 million. The value of the shares issued was based on the average market closing price of the Corporations common stock from October 29, 2003 through
November 6, 2003.



The following table summarizes the fair values of the
assets acquired and liabilities assumed of Southern Financial at the merger date. Adjustments to the initial allocation of the purchase price were due to final settlement of asset dispositions, evaluation of tax matters and receipt of other
information relating to the valuation of contingencies.



|                          |  |                |          
|------------------------- |  | -------------- | ---------
|(in thousands)            |  | April 30, 2004
|Assets:                   |  |                |          
|Cash                      |  | $              | 47,142   
|Short-term investments    |  |                | 64,544   
|Investment securities     |  |                | 565,014  
|Net loans                 |  |                | 664,489  
|Other assets              |  |                | 72,656   
|Goodwill                  |  |                | 247,693  
|Deposit-based intangible  |  |                | 12,829   
|                          |  |                |          
|Total assets acquired     |  | $              | 1,674,367
|                          |  |                |          
|Liabilities:              |  |                |          
|Deposits                  |  | $              | 1,022,271
|Borrowings                |  |                | 300,308  
|Other liabilities         |  |                | 16,698   
|                          |  |                |          
|Total liabilities assumed |  |                | 1,339,277
|                          |  |                |          
|Net assets acquired       |  | $              | 335,090  
|                          |  |                |          



The merger with Southern Financial
resulted in the recognition of $260.5 million of intangible assets, of which $12.8 million was allocated to a deposit-based intangible. The remaining intangible was allocated to goodwill.



The results of operations from Southern Financial have been included in the Condensed Consolidated Financial Statements since the date of
merger.



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NOTE 4INVESTMENT SECURITIES



The following table presents the aggregate amortized cost and fair values of the investment securities portfolio as of the dates indicated:



|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|------------------------------------------------------ |  | ------------- | --------- | -------------------- | - | --------------------- |  | ---------- | ------ |  | - | ---------
|(in thousands)                                         |  | AmortizedCost |           | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | Fair Value
|September 30, 2005                                     |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities available for sale:                         |  |               |           |                      |   |                       |  |            |        |  |   |          
|U.S. Treasury and government agencies and corporations |  | $             | 79,655    |                      | $ |                      |  | $          | 1,560  |  | $ | 78,095   
|Mortgage-backed securities                             |  |               | 1,122,701 |                      |   | 1,532                 |  |            | 22,031 |  |   | 1,102,202
|Municipal securities                                   |  |               | 22,132    |                      |   | 181                   |  |            | 72     |  |   | 22,241   
|Other debt securities                                  |  |               | 623,935   |                      |   | 3,122                 |  |            | 435    |  |   | 626,622  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities available for sale                    |  |               | 1,848,423 |                      |   | 4,835                 |  |            | 24,098 |  |   | 1,829,160
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities held to maturity:                           |  |               |           |                      |   |                       |  |            |        |  |   |          
|Other debt securities                                  |  |               | 111,854   |                      |   | 425                   |  |            | 903    |  |   | 111,376  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities held to maturity                      |  |               | 111,854   |                      |   | 425                   |  |            | 903    |  |   | 111,376  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total investment securities                            |  | $             | 1,960,277 |                      | $ | 5,260                 |  | $          | 25,001 |  | $ | 1,940,536
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|December 31, 2004                                      |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities available for sale:                         |  |               |           |                      |   |                       |  |            |        |  |   |          
|U.S. Treasury and government agencies and corporations |  | $             | 118,018   |                      | $ |                      |  | $          | 3,637  |  | $ | 114,381  
|Mortgage-backed securities                             |  |               | 1,647,047 |                      |   | 10,754                |  |            | 11,523 |  |   | 1,646,278
|Municipal securities                                   |  |               | 13,608    |                      |   | 434                   |  |            |       |  |   | 14,042   
|Other debt securities                                  |  |               | 411,169   |                      |   | 1,020                 |  |            | 495    |  |   | 411,694  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities available for sale                    |  |               | 2,189,842 |                      |   | 12,208                |  |            | 15,655 |  |   | 2,186,395
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities held to maturity:                           |  |               |           |                      |   |                       |  |            |        |  |   |          
|Other debt securities                                  |  |               | 114,671   |                      |   | 482                   |  |            | 686    |  |   | 114,467  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities held to maturity                      |  |               | 114,671   |                      |   | 482                   |  |            | 686    |  |   | 114,467  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total investment securities                            |  | $             | 2,304,513 |                      | $ | 12,690                |  | $          | 16,341 |  | $ | 2,300,862
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|September 30, 2004                                     |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities available for sale:                         |  |               |           |                      |   |                       |  |            |        |  |   |          
|U.S. Treasury and government agencies and corporations |  | $             | 105,816   |                      | $ |                      |  | $          | 4,028  |  | $ | 101,788  
|Mortgage-backed securities                             |  |               | 1,634,554 |                      |   | 12,201                |  |            | 12,421 |  |   | 1,634,334
|Municipal securities                                   |  |               | 16,391    |                      |   | 587                   |  |            |       |  |   | 16,978   
|Other debt securities                                  |  |               | 325,165   |                      |   | 1,266                 |  |            | 381    |  |   | 326,050  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities available for sale                    |  |               | 2,081,926 |                      |   | 14,054                |  |            | 16,830 |  |   | 2,079,150
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Securities held to maturity:                           |  |               |           |                      |   |                       |  |            |        |  |   |          
|Other debt securities                                  |  |               | 115,251   |                      |   | 262                   |  |            |       |  |   | 115,513  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total securities held to maturity                      |  |               | 115,251   |                      |   | 262                   |  |            |       |  |   | 115,513  
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          
|Total investment securities                            |  | $             | 2,197,177 |                      | $ | 14,316                |  | $          | 16,830 |  | $ | 2,194,663
|                                                       |  |               |           |                      |   |                       |  |            |        |  |   |          



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At September 30, 2005, a net unrealized after-tax loss of $9.0 million on the securities portfolio was reflected in
net accumulated other comprehensive loss. This compared to net unrealized after-tax gains of $2.6 million and $2.2 million at September 30, 2004 and December 31, 2004, respectively.



During the third quarter of 2004, the Corporation transferred $108 million in securities
available for sale to securities held to maturity. The unrealized gains of $7.4 million associated with these securities included in net accumulated other comprehensive loss at the date of transfer will continue to be reflected in stockholders
equity and be reflected as a premium. Both the premium and the amount reflected in net accumulated other comprehensive loss are amortized over the remaining life of the transferred securities. The amortization is determined using the interest method
and results in equal and offsetting amounts being recorded in interest income, resulting in no impact to net income.



Management reviews the investment portfolio on a periodic basis to determine the cause of declines in the fair value of each security. Thorough evaluations of the causes
of the unrealized losses are performed to determine whether the impairment is temporary or other than temporary in nature. Considerations such as recoverability of invested amount over a reasonable period of time, the length of time the security is
in a loss position and receipt of amounts contractually due, for example, are applied in determining other than temporary impairment. At September 30, 2005, the unrealized losses contained within the Corporations investment portfolio were
considered temporary because the declines in fair value were due to changes in market interest rates, not in estimated cash flows of the underlying debt securities.



For further details regarding investment securities at December 31, 2004, refer to Notes 1 and 4 of the Condensed Consolidated
Financial Statements in the Corporations Form 10-K as of and for the year ended December 31, 2004.



NOTE 5LOANS



A summary of loans outstanding as of the dates indicated is shown in the table below.



|                                             |  |                   |           |                  |   |                   |  |   |          
|-------------------------------------------- |  | ----------------- | --------- | ---------------- | - | ----------------- |  | - | ---------
|(in thousands)                               |  | September 30,2005 |           | December 31,2004 |   | September 30,2004
|Residential real estate:                     |  |                   |           |                  |   |                   |  |   |          
|Originated and acquired residential mortgage |  | $                 | 507,200   |                  | $ | 660,949           |  | $ | 717,715  
|Home equity                                  |  |                   | 860,472   |                  |   | 705,126           |  |   | 652,764  
|Other consumer:                              |  |                   |           |                  |   |                   |  |   |          
|Marine                                       |  |                   | 423,268   |                  |   | 436,262           |  |   | 444,510  
|Other                                        |  |                   | 37,467    |                  |   | 42,121            |  |   | 47,940   
|                                             |  |                   |           |                  |   |                   |  |   |          
|Total consumer                               |  |                   | 1,828,407 |                  |   | 1,844,458         |  |   | 1,862,929
|                                             |  |                   |           |                  |   |                   |  |   |          
|Commercial real estate:                      |  |                   |           |                  |   |                   |  |   |          
|Commercial mortgage                          |  |                   | 482,219   |                  |   | 483,636           |  |   | 480,349  
|Residential construction                     |  |                   | 397,438   |                  |   | 242,246           |  |   | 231,052  
|Commercial construction                      |  |                   | 305,319   |                  |   | 279,347           |  |   | 267,307  
|Commercial business                          |  |                   | 653,375   |                  |   | 710,193           |  |   | 678,629  
|                                             |  |                   |           |                  |   |                   |  |   |          
|Total commercial                             |  |                   | 1,838,351 |                  |   | 1,715,422         |  |   | 1,657,337
|                                             |  |                   |           |                  |   |                   |  |   |          
|Total loans                                  |  | $                 | 3,666,758 |                  | $ | 3,559,880         |  | $ | 3,520,266
|                                             |  |                   |           |                  |   |                   |  |   |          



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NOTE 6  ALLOWANCE FOR LOAN LOSSES



The following table reflects the activity in the allowance for loan losses for the periods indicated:



|                                             |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |       
|-------------------------------------------- | ---- | ------------------------------- | ------ | ---- | ------------------------------ | - | ------ | - |  | ---- | ------ | - |  | - | ------
|(in thousands)                               |      | Three Months EndedSeptember 30, |        |      | Nine Months EndedSeptember 30,
|                                             | 2005 |                                 |        | 2004 |                                |   | 2005   |   |  | 2004
|Balance at beginning of period               |      | $                               | 46,583 |      |                                | $ | 47,687 |   |  | $    | 46,169 |   |  | $ | 35,539
|Provision for loan losses                    |      |                                 | 826    |      |                                |   | 2,107  |   |  |      | 4,623  |   |  |   | 6,029 
|Allowance of acquired bank                   |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   | 12,085
|Less loans charged-off, net of recoveries:   |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |       
|Originated and acquired residential mortgage |      |                                 | 77     |      |                                |   | 1,042  |   |  |      | 846    |   |  |   | 3,531 
|Home equity                                  |      |                                 | (1     | )    |                                |   | (1     | ) |  |      | (4     | ) |  |   | 9     
|Marine and other consumer                    |      |                                 | 487    |      |                                |   | 405    |   |  |      | 739    |   |  |   | 901   
|Commercial mortgage                          |      |                                 |       |      |                                |   |       |   |  |      |       |   |  |   | 207   
|Commercial construction                      |      |                                 |       |      |                                |   | 191    |   |  |      | (67    | ) |  |   | 191   
|Commercial business                          |      |                                 | 797    |      |                                |   | 986    |   |  |      | 3,229  |   |  |   | 1,643 
|                                             |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |       
|Net charge-offs                              |      |                                 | 1,360  |      |                                |   | 2,623  |   |  |      | 4,743  |   |  |   | 6,482 
|                                             |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |       
|Balance at end of period                     |      | $                               | 46,049 |      |                                | $ | 47,171 |   |  | $    | 46,049 |   |  | $ | 47,171
|                                             |      |                                 |        |      |                                |   |        |   |  |      |        |   |  |   |       



NOTE 7INTANGIBLE ASSETS



The table below presents an analysis of the goodwill and deposit-based
intangible activity for the nine months ended September 30, 2005.



|                                                                                |  |                         |         |   |                         |   |        |             |  |   |         |  
|------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ----------------------- | - | ------ | ----------- |  | - | ------- | -
|(in thousands)                                                                  |  | Goodwill                |         |   | AccumulatedAmortization |   |        | NetGoodwill | 
|Balance at December 31, 2004                                                    |  | $                       | 256,863 |   |                         | $ | (622   | )           |  | $ | 256,241 |  
|Adjustment of intangible related to 2004 merger with Southern Financial Bancorp |  |                         | (872    | ) |                         |   |       |             |  |   | (872    | )
|Adjustment of intangible related to 2000 merger with Harbor Federal Bancorp     |  |                         | (105    | ) |                         |   |       |             |  |   | (105    | )
|                                                                                |  |                         |         |   |                         |   |        |             |  |   |         |  
|Balance at September 30, 2005                                                   |  | $                       | 255,886 |   |                         | $ | (622   | )           |  | $ | 255,264 |  
|                                                                                |  |                         |         |   |                         |   |        |             |  |   |         |  
|                                                                                |  |                         |        
|(in thousands)                                                                  |  | Deposit-basedIntangible |         |   | AccumulatedAmortization |   |        | Total       | 
|Balance at December 31, 2004                                                    |  | $                       | 15,429  |   |                         | $ | (2,780 | )           |  | $ | 12,649  |  
|Amortization expense                                                            |  |                         |        |   |                         |   | (1,434 | )           |  |   | (1,434  | )
|                                                                                |  |                         |         |   |                         |   |        |             |  |   |         |  
|Balance at September 30, 2005                                                   |  | $                       | 15,429  |   |                         | $ | (4,214 | )           |  | $ | 11,215  |  
|                                                                                |  |                         |         |   |                         |   |        |             |  |   |         |  



Adjustments to goodwill are primarily
due to the resolution of income tax uncertainties related to the respective mergers.



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NOTE 8DEPOSITS



The table below presents a summary of deposits as of the dates indicated:



|                                    |  |                    |           |                           |   |                            |  |   |          
|----------------------------------- |  | ------------------ | --------- | ------------------------- | - | -------------------------- |  | - | ---------
|(in thousands)                      |  | September 30, 2005 |           | December 31,Restated 2004 |   | September 30,Restated 2004
|                                    |  |                   
|Interest-bearing deposits:          |  |                    |           |                           |   |                            |  |   |          
|Interest-bearing demand             |  | $                  | 615,947   |                           | $ | 531,622                    |  | $ | 504,853  
|Money market                        |  |                    | 597,412   |                           |   | 525,744                    |  |   | 609,007  
|Savings                             |  |                    | 714,848   |                           |   | 743,937                    |  |   | 755,096  
|Direct time certificates of deposit |  |                    | 823,421   |                           |   | 812,904                    |  |   | 874,999  
|Brokered certificates of deposit    |  |                    | 369,265   |                           |   | 353,863                    |  |   | 326,012  
|                                    |  |                    |           |                           |   |                            |  |   |          
|Total interest-bearing deposits     |  |                    | 3,120,893 |                           |   | 2,968,070                  |  |   | 3,069,967
|Noninterest-bearing deposits        |  |                    | 858,763   |                           |   | 811,917                    |  |   | 824,489  
|                                    |  |                    |           |                           |   |                            |  |   |          
|Total deposits                      |  | $                  | 3,979,656 |                           | $ | 3,779,987                  |  | $ | 3,894,456
|                                    |  |                    |           |                           |   |                            |  |   |          



NOTE 9SHORT-TERM BORROWINGS



The table below presents a summary of
short-term borrowings as of the dates indicated:



|                                                |  |                   |         |                  |   |                   |  |   |        
|----------------------------------------------- |  | ----------------- | ------- | ---------------- | - | ----------------- |  | - | -------
|(in thousands)                                  |  | September 30,2005 |         | December 31,2004 |   | September 30,2004
|Securities sold under repurchase agreements     |  | $                 | 418,143 |                  | $ | 396,263           |  | $ | 383,313
|Federal funds purchased                         |  |                   | 298,000 |                  |   | 329,500           |  |   | 296,000
|Federal Home Loan Bank advances - variable rate |  |                   | 115,000 |                  |   | 190,000           |  |   | 90,000 
|Other short-term borrowings                     |  |                   | 2,201   |                  |   | 2,130             |  |   | 2,107  
|                                                |  |                   |         |                  |   |                   |  |   |        
|Total short-term borrowings                     |  | $                 | 833,344 |                  | $ | 917,893           |  | $ | 771,420
|                                                |  |                   |         |                  |   |                   |  |   |        



NOTE 10LONG-TERM DEBT



The table below presents a summary of
long-term debt as of the dates indicated:



|                                                |  |                   |         |                          |   |                            |  |   |          
|----------------------------------------------- |  | ----------------- | ------- | ------------------------ | - | -------------------------- |  | - | ---------
|(in thousands)                                  |  | September 30,2005 |         | December 31,Restated2004 |   | September 30,Restated 2004
|Federal Home Loan Bank advances - fixed rate    |  | $                 | 122,380 |                          | $ | 169,833                    |  | $ | 177,450  
|Federal Home Loan Bank advances - variable rate |  |                   | 650,000 |                          |   | 834,555                    |  |   | 702,133  
|Junior Subordinated Debentures                  |  |                   | 136,813 |                          |   | 173,320                    |  |   | 173,334  
|Term repurchase agreements                      |  |                   | 5,833   |                          |   | 28,125                     |  |   | 36,250   
|                                                |  |                   |         |                          |   |                            |  |   |          
|Total long-term debt                            |  | $                 | 915,026 |                          | $ | 1,205,833                  |  | $ | 1,089,167
|                                                |  |                   |         |                          |   |                            |  |   |          



On March 31, 2005, the
Corporation redeemed $30.0 million in aggregate principal amount of 10% Junior Subordinated Debentures issued to Provident Trust II. The Junior Subordinated Debentures had a final stated maturity of March 31, 2030, but were callable at par
beginning on March 31, 2005. On July 15, 2005, the Corporation redeemed $5.0 million in aggregate principal amount of 11% Junior Subordinated Debentures issued to Southern Trust I. The Junior Subordinated Debentures were callable beginning
July 15, 2005 and had a final stated maturity date of July 15, 2030.



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NOTE 11DERIVATIVE FINANCIAL INSTRUMENTS



Fair value hedges that meet the criteria for effectiveness have changes in the fair value of the derivative and the designated hedged item
recognized in earnings. At and during all periods presented, the derivatives designated as fair value hedges were determined to be effective. Accordingly, the designated hedges and the associated hedged items were marked to fair value by an equal
and offsetting amount of $356 thousand and $633 thousand for the nine months ended September 30, 2005 and 2004, respectively. Cash flow hedges have the effective portion of changes in the fair value of the derivative recorded in accumulated
other comprehensive loss, net of taxes. At September 30, 2005 and 2004, the Corporation recorded a cumulative decline in the fair value of derivatives of $1.5 million and $3.2 million, respectively, net of taxes, in accumulated other
comprehensive loss to reflect the effective portion of cash flow hedges. Amounts recorded in accumulated other comprehensive loss are recognized into earnings concurrent with the impact of the hedged item on earnings. For the nine months ended
September 30, 2005 and 2004, the Corporation had no ineffective hedges.



Non-designated derivatives are marked to market and the gains or losses are recorded in non-interest income at the end of each reporting period. For the three months ended September 30, 2005 and 2004, the Corporation recorded a pre-tax
loss of $3.2 million and a pre-tax gain of $2.2 million, respectively, to reflect the increase or decrease in value of the non-designated interest rate swaps for the quarter. For the nine months ended September 30, 2005 and 2004, the
Corporation recorded a pre-tax loss of $3.1 million and a pre-tax gain of $2.6 million, respectively.



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The table below presents the Corporations open derivative positions as of the
dates indicated:



|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|-------------------------------- |  | -------------------- |  | -------------- | ------- | ----------------- | - | ---------- |  | - | ------ | -
|(in thousands) Derivative
Type   |  | Objective            |  | NotionalAmount |         | Credit RiskAmount |   | MarketRisk | 
|September 30, 2005               |  |                      |  |                |         |                   |   |            |  |   |        |  
|Designated Derivatives           |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  | Hedge borrowing cost |  | $              | 95,000  |                   | $ | 1,490      |  | $ | 1,490  |  
|Pay fixed/receive variable       |  | Hedge loan rate risk |  |                | 10,500  |                   |   | 91         |  |   | 91     |  
|Receive fixed/pay variable       |  | Hedge borrowing cost |  |                | 57,900  |                   |   |           |  |   | (447   | )
|Interest rate caps/corridors     |  | Hedge borrowing cost |  |                | 300,000 |                   |   | 1,564      |  |   | 1,564  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total designated derivatives     |  |                      |  |                | 463,400 |                   |   | 3,145      |  |   | 2,698  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Non-designated Derivatives       |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  |                      |  | $              | 75,000  |                   | $ | 943        |  | $ | 943    |  
|Receive fixed/pay variable       |  |                      |  |                | 390,500 |                   |   | 4,734      |  |   | (1,236 | )
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total non-designated derivatives |  |                      |  |                | 465,500 |                   |   | 5,677      |  |   | (293   | )
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total derivatives                |  |                      |  | $              | 928,900 |                   | $ | 8,822      |  | $ | 2,405  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|December 31, 2004                |  |                      |  |                |         |                   |   |            |  |   |        |  
|Restated                         |  |                      |  |                |         |                   |   |            |  |   |        |  
|Designated Derivatives           |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  | Hedge borrowing cost |  | $              | 95,000  |                   | $ | 682        |  | $ | 682    |  
|Pay fixed/receive variable       |  | Hedge loan rate risk |  |                | 59,776  |                   |   | 731        |  |   | (167   | )
|Interest rate caps/corridors     |  | Hedge borrowing cost |  |                | 300,000 |                   |   | 2,778      |  |   | 2,778  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total designated derivatives     |  |                      |  |                | 454,776 |                   |   | 4,191      |  |   | 3,293  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Non-designated Derivatives       |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  |                      |  | $              | 150,000 |                   | $ | 1,526      |  | $ | 844    |  
|Receive fixed/pay variable       |  |                      |  |                | 357,500 |                   |   | 6,348      |  |   | 3,655  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total non-designated derivatives |  |                      |  |                | 507,500 |                   |   | 7,874      |  |   | 4,499  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total derivatives                |  |                      |  | $              | 962,276 |                   | $ | 12,065     |  | $ | 7,792  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|September 30, 2004               |  |                      |  |                |         |                   |   |            |  |   |        |  
|Restated                         |  |                      |  |                |         |                   |   |            |  |   |        |  
|Designated Derivatives           |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  | Hedge borrowing cost |  | $              | 75,000  |                   | $ | 73         |  | $ | 36     |  
|Pay fixed/receive variable       |  | Hedge loan rate risk |  |                | 60,574  |                   |   | 635        |  |   | (633   | )
|Interest rate caps/corridors     |  | Hedge borrowing cost |  |                | 300,000 |                   |   | 3,317      |  |   | 3,317  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total designated derivatives     |  |                      |  |                | 435,574 |                   |   | 4,025      |  |   | 2,720  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Non-designated Derivatives       |  |                      |  |                |         |                   |   |            |  |   |        |  
|Interest rate swaps:             |  |                      |  |                |         |                   |   |            |  |   |        |  
|Pay fixed/receive variable       |  |                      |  | $              | 165,000 |                   | $ | 913        |  | $ | (18    | )
|Receive fixed/pay variable       |  |                      |  |                | 322,500 |                   |   | 7,470      |  |   | 5,121  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total non-designated derivatives |  |                      |  |                | 487,500 |                   |   | 8,383      |  |   | 5,103  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  
|Total derivatives                |  |                      |  | $              | 923,074 |                   | $ | 12,408     |  | $ | 7,823  |  
|                                 |  |                      |  |                |         |                   |   |            |  |   |        |  



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NOTE 12OFF BALANCE SHEET RISK



Commitments to extend credit in the form of consumer, commercial real estate and business loans at the date indicated were as follows:



|                                      |  |                   |          
|------------------------------------- |  | ----------------- | ---------
|(in thousands)                        |  | September 30,2005
|Commercial business and real estate   |  | $                 | 888,236  
|Consumer revolving credit             |  |                   | 651,200  
|Residential mortgage credit           |  |                   | 18,811   
|Performance standby letters of credit |  |                   | 95,550   
|Commercial letters of credit          |  |                   | 3,672    
|                                      |  |                   |          
|Total loan commitments                |  | $                 | 1,657,469
|                                      |  |                   |          



Historically, many of the commitments
expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements.



NOTE 13NET GAINS (LOSSES)



Net gains (losses) include the following components for the periods indicated:



|                    |  |                                 |     |      |                                |        |      |  |   |      |   |  |   |        |  
|------------------- |  | ------------------------------- | --- | ---- | ------------------------------ | ------ | ---- |  | - | ---- | - |  | - | ------ | -
|                    |  | Three Months EndedSeptember 30, |     |      | Nine Months EndedSeptember 30, |       
|(in thousands)      |  | 2005                            |     | 2004 |                                |        | 2005 |  |   | 2004 |  
|Net gains (losses): |  |                                 |     |      |                                |        |      |  |   |      |   |  |   |        |  
|Securities sales    |  | $                               | 709 |      | $                              | 2,778  |      |  | $ | 493  |   |  | $ | (3,927 | )
|Asset sales         |  |                                 | 175 |      |                                | (1     | )    |  |   | 372  |   |  |   | (357   | )
|Debt extinguishment |  |                                 |    |      |                                | (2,313 | )    |  |   | (51  | ) |  |   | (2,313 | )
|                    |  |                                 |     |      |                                |        |      |  |   |      |   |  |   |        |  
|Net gains (losses)  |  | $                               | 884 |      | $                              | 464    |      |  | $ | 814  |   |  | $ | (6,597 | )
|                    |  |                                 |     |      |                                |        |      |  |   |      |   |  |   |        |  



NOTE 14EARNINGS PER SHARE



The following table presents a summary
of per share data and amounts for the periods indicated.



|                                      |  |                                 |        |                                |   |        |  |               |        |  |   |       
|------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ------------- | ------ |  | - | ------
|                                      |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|(in thousands, except per share data) |  | 2005                            |        | Restated 2004                  |   | 2005   |  | Restated 2004
|                                      |  |                                 |       
|Net income                            |  | $                               | 18,253 |                                | $ | 19,507 |  | $             | 53,980 |  | $ | 43,127
|Basic EPS shares                      |  |                                 | 32,939 |                                |   | 33,038 |  |               | 32,971 |  |   | 29,339
|Basic EPS                             |  | $                               | 0.55   |                                | $ | 0.59   |  | $             | 1.64   |  | $ | 1.47  
|Dilutive shares                       |  |                                 | 701    |                                |   | 625    |  |               | 691    |  |   | 622   
|Diluted EPS shares                    |  |                                 | 33,640 |                                |   | 33,663 |  |               | 33,662 |  |   | 29,961
|Diluted EPS                           |  | $                               | 0.54   |                                | $ | 0.58   |  | $             | 1.60   |  | $ | 1.44  
|Antidilutive shares                   |  |                                 | 2      |                                |   | 449    |  |               | 452    |  |   | 449   



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NOTE 15COMPREHENSIVE INCOME



Presented below is a reconciliation of net income to comprehensive income including the components of other comprehensive income (loss) for
the periods indicated.



|                                                                           |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------ | ---- |  | - | ------------- | - |  | - | ------ | -
|                                                                           |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|(in thousands)                                                             |  | 2005                            |         |   | Restated 2004                  |   |        | 2005 |  |   | Restated 2004 |  
|                                                                           |  |                                 |        
|Net income                                                                 |  | $                               | 18,253  |   |                                | $ | 19,507 |      |  | $ | 53,980        |   |  | $ | 43,127 |  
|Other comprehensive income (loss):                                         |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  
|Net unrealized gains (losses) on derivatives                               |  |                                 | 1,084   |   |                                |   | (2,014 | )    |  |   | 1,500         |   |  |   | 539    |  
|Net unrealized holding gains (losses) on debt securities                   |  |                                 | (16,576 | ) |                                |   | 27,740 |      |  |   | (17,757       | ) |  |   | 4,756  |  
|Less reclassification adjustment for gains (losses) realized in net income |  |                                 | (377    | ) |                                |   | 2,778  |      |  |   | (493          | ) |  |   | (3,927 | )
|                                                                           |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  
|Other comprehensive income (loss) before tax                               |  |                                 | (15,115 | ) |                                |   | 22,948 |      |  |   | (15,764       | ) |  |   | 9,222  |  
|Related income tax expense (benefit)                                       |  |                                 | (5,290  | ) |                                |   | 8,032  |      |  |   | (5,517        | ) |  |   | 3,228  |  
|                                                                           |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  
|Other comprehensive income (loss) after tax                                |  |                                 | (9,825  | ) |                                |   | 14,916 |      |  |   | (10,247       | ) |  |   | 5,994  |  
|                                                                           |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  
|Comprehensive income                                                       |  | $                               | 8,428   |   |                                | $ | 34,423 |      |  | $ | 43,733        |   |  | $ | 49,121 |  
|                                                                           |  |                                 |         |   |                                |   |        |      |  |   |               |   |  |   |        |  



NOTE 16EMPLOYEE BENEFIT PLANS



The actuarially estimated net benefit
cost includes the following components for the periods indicated:



|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    
|------------------------------------------------------ |  | ------------------------------- | ------ | - | ------------------------------- | - | ------------------------------- | ---- |  | - | ------ | - | ---- | - | ---- |  | - | ----- |  | - | ---
|                                                       |  | Qualified Pension Plan          |        |   | Postretirement Benefits         |   | Non-qualifiedPension Plan      
|                                                       |  | Three Months EndedSeptember 30, |        |   | Three Months EndedSeptember 30, |   | Three Months EndedSeptember 30,
|(in thousands)                                         |  | 2005                            |        |   | 2004                            |   |                                 | 2005 |  |   | 2004   |   | 2005 |   | 2004
|Service cost - benefits earned during the period       |  | $                               | 1,085  |   |                                 | $ | 163                             |      |  | $ | 19     |   |      | $ | 27   |  | $ | 89    |  | $ | 40 
|Interest cost on projected benefit obligation          |  |                                 | 1,140  |   |                                 |   | 208                             |      |  |   | 9      |   |      |   | 18   |  |   | 250   |  |   | 112
|Expected return on plan assets                         |  |                                 | (2,030 | ) |                                 |   | (239                            | )    |  |   |       |   |      |   |     |  |   |      |  |   |   
|Net amortization and deferral of loss                  |  |                                 | 71     |   |                                 |   | 27                              |      |  |   | (7     | ) |      |   | 8    |  |   | 105   |  |   | 47 
|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    
|Net pension cost included in employee benefits expense |  | $                               | 266    |   |                                 | $ | 159                             |      |  | $ | 21     |   |      | $ | 53   |  | $ | 444   |  | $ | 199
|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    
|                                                       |  |                                 |       
|                                                       |  | Qualified Pension Plan          |        |   | Postretirement Benefits         |   | Non-qualifiedPension Plan      
|                                                       |  | Nine Months EndedSeptember 30,  |        |   | Nine Months EndedSeptember 30,  |   | Nine Months EndedSeptember 30, 
|(in thousands)                                         |  | 2005                            |        |   | 2004                            |   |                                 | 2005 |  |   | 2004   |   | 2005 |   | 2004
|Service cost - benefits earned during the period       |  | $                               | 1,660  |   |                                 | $ | 748                             |      |  | $ | 69     |   |      | $ | 79   |  | $ | 253   |  | $ | 110
|Interest cost on projected benefit obligation          |  |                                 | 1,873  |   |                                 |   | 954                             |      |  |   | 43     |   |      |   | 54   |  |   | 708   |  |   | 308
|Expected return on plan assets                         |  |                                 | (2,873 | ) |                                 |   | (1,097                          | )    |  |   |       |   |      |   |     |  |   |      |  |   |   
|Net amortization and deferral of loss                  |  |                                 | 165    |   |                                 |   | 123                             |      |  |   | 9      |   |      |   | 25   |  |   | 298   |  |   | 130
|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    
|Subtotal                                               |  |                                 | 825    |   |                                 |   | 728                             |      |  |   | 121    |   |      |   | 158  |  |   | 1,259 |  |   | 548
|Reversal of liability                                  |  |                                 |       |   |                                 |   |                                |      |  |   | (1,641 | ) |      |   |     |  |   |      |  |   |   
|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    
|Net pension cost included in employee benefits expense |  | $                               | 825    |   |                                 | $ | 728                             |      |  | $ | (1,520 | ) |      | $ | 158  |  | $ | 1,259 |  | $ | 548
|                                                       |  |                                 |        |   |                                 |   |                                 |      |  |   |        |   |      |   |      |  |   |       |  |   |    



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On March 31, 2005, the Corporation announced that the pension plan will be frozen for new entrants. Employees who
are already participants in the plan will not be affected by this change. Also on March 31, 2005, the Corporation communicated to retirees under the age of 65 currently receiving postretirement health benefits that these benefits will be
eliminated and no longer offered, effective January 1, 2006. This action resulted in the reversal of the actuarially determined liability of $1.6 million at March 31, 2005.



No contributions were made to the qualified pension plan in the nine months ended September 30, 2005. For the nine months ended
September 30, 2004 the Corporation contributed $5.0 million to the qualified pension plan. The minimum required contribution in 2005 for the qualified plan is estimated to be zero. At September 30, 2005, the maximum deductible contribution
under the Internal Revenue Code was $6.6 million. The decision to contribute the maximum amount is dependent on other factors including the actual investment performance of plan assets. Given these uncertainties, the Corporation is not able to
reliably estimate the maximum deductible contribution or the amount that will be contributed in 2005 to the qualified plan. For the unfunded non-qualified pension and postretirement benefit plans, the Corporation will contribute the minimum required
amount in 2005, which is equal to the benefits paid under the plans.



NOTE
17BUSINESS SEGMENT INFORMATION



The
table below summarizes results by each business segment for the periods indicated.



|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|--------------------------------------------------- |  | ------------------ | --------- | ---------------- | - | --------------------------- | ------------- | - | --------- | - | ------------------ | - | ---------------- |  | --------------------------- | --------- |  | ----- | --------- |  | - | --------- | - |  | - | ---------
|Three Months Ended September 30,                    |  | 2005               |           |                  |   |                             | Restated 2004 |   |           |  
|(in thousands)                                      |  | Commercial Banking |           | Consumer Banking |   | Treasury and Administration |               |   | Total     |   | Commercial Banking |   | Consumer Banking |  | Treasury and Administration |           |  | Total
|                                                    |  |                    |           |                  |   |                             |              
|Net interest income                                 |  | $                  | 16,034    |                  | $ | 28,756                      |               | $ | 5,303     |   |                    | $ | 50,093           |  | $                           | 14,537    |  | $     | 24,515    |  | $ | 9,298     |   |  | $ | 48,350   
|Provision for loan losses                           |  |                    | 735       |                  |   | 549                         |               |   | (458      | ) |                    |   | 826              |  |                             | 991       |  |       | 593       |  |   | 523       |   |  |   | 2,107    
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Net interest income after provision for loan losses |  |                    | 15,299    |                  |   | 28,207                      |               |   | 5,761     |   |                    |   | 49,267           |  |                             | 13,546    |  |       | 23,922    |  |   | 8,775     |   |  |   | 46,243   
|Non-interest income                                 |  |                    | 4,571     |                  |   | 25,763                      |               |   | (2,597    | ) |                    |   | 27,737           |  |                             | 3,161     |  |       | 23,342    |  |   | 4,779     |   |  |   | 31,282   
|Non-interest expense                                |  |                    | 5,713     |                  |   | 37,401                      |               |   | 7,535     |   |                    |   | 50,649           |  |                             | 5,332     |  |       | 33,110    |  |   | 9,565     |   |  |   | 48,007   
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Income (loss) before income taxes                   |  |                    | 14,157    |                  |   | 16,569                      |               |   | (4,371    | ) |                    |   | 26,355           |  |                             | 11,375    |  |       | 14,154    |  |   | 3,989     |   |  |   | 29,518   
|Income tax expense (benefit)                        |  |                    | 4,352     |                  |   | 5,094                       |               |   | (1,344    | ) |                    |   | 8,102            |  |                             | 3,858     |  |       | 4,800     |  |   | 1,353     |   |  |   | 10,011   
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Net income (loss)                                   |  | $                  | 9,805     |                  | $ | 11,475                      |               | $ | (3,027    | ) |                    | $ | 18,253           |  | $                           | 7,517     |  | $     | 9,354     |  | $ | 2,636     |   |  | $ | 19,507   
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Total Assets                                        |  | $                  | 1,792,455 |                  | $ | 3,101,694                   |               | $ | 1,510,864 |   |                    | $ | 6,405,013        |  | $                           | 1,608,689 |  | $     | 3,127,179 |  | $ | 1,659,893 |   |  | $ | 6,395,761
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|                                                    |  |                    |           |                 
|Nine Months Ended September 30,                     |  | 2005               |           |                  |   |                             | Restated 2004 |   |           |  
|                                                    |  | Commercial Banking |           | Consumer Banking |   | Treasury and Administration |               |   | Total     |   | Commercial Banking |   | Consumer Banking |  | Treasury and Administration |           |  | Total
|                                                    |  |                    |           |                  |   |                             |              
|Net interest income                                 |  | $                  | 46,272    |                  | $ | 82,564                      |               | $ | 19,366    |   |                    | $ | 148,202          |  | $                           | 36,336    |  | $     | 65,618    |  | $ | 31,221    |   |  | $ | 133,175  
|Provision for loan losses                           |  |                    | 3,153     |                  |   | 746                         |               |   | 724       |   |                    |   | 4,623            |  |                             | 1,873     |  |       | 1,083     |  |   | 3,073     |   |  |   | 6,029    
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Net interest income after provision for loan losses |  |                    | 43,119    |                  |   | 81,818                      |               |   | 18,642    |   |                    |   | 143,579          |  |                             | 34,463    |  |       | 64,535    |  |   | 28,148    |   |  |   | 127,146  
|Non-interest income                                 |  |                    | 11,547    |                  |   | 70,654                      |               |   | 1,764     |   |                    |   | 83,965           |  |                             | 9,284     |  |       | 65,622    |  |   | (2,728    | ) |  |   | 72,178   
|Non-interest expense                                |  |                    | 17,081    |                  |   | 109,164                     |               |   | 22,835    |   |                    |   | 149,080          |  |                             | 14,203    |  |       | 94,383    |  |   | 26,191    |   |  |   | 134,777  
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Income (loss) before income taxes                   |  |                    | 37,585    |                  |   | 43,308                      |               |   | (2,429    | ) |                    |   | 78,464           |  |                             | 29,544    |  |       | 35,774    |  |   | (771      | ) |  |   | 64,547   
|Income tax expense (benefit)                        |  |                    | 11,728    |                  |   | 13,514                      |               |   | (758      | ) |                    |   | 24,484           |  |                             | 9,804     |  |       | 11,872    |  |   | (256      | ) |  |   | 21,420   
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Net income (loss)                                   |  | $                  | 25,857    |                  | $ | 29,794                      |               | $ | (1,671    | ) |                    | $ | 53,980           |  | $                           | 19,740    |  | $     | 23,902    |  | $ | (515      | ) |  | $ | 43,127   
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          
|Total Assets                                        |  | $                  | 1,792,455 |                  | $ | 3,101,694                   |               | $ | 1,510,864 |   |                    | $ | 6,405,013        |  | $                           | 1,608,689 |  | $     | 3,127,179 |  | $ | 1,659,893 |   |  | $ | 6,395,761
|                                                    |  |                    |           |                  |   |                             |               |   |           |   |                    |   |                  |  |                             |           |  |       |           |  |   |           |   |  |   |          



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



GENERAL



Provident Bankshares Corporation (the Corporation), a Maryland corporation, is the holding company for Provident Bank (Provident or the Bank), a Maryland chartered stock commercial
bank. At September 30, 2005, the Bank was the second largest independent commercial bank, in asset size, headquartered in Maryland, with $6.4 billion in assets. Provident is a regional bank serving Maryland and Virginia, with emphasis on the
key urban centers within these states  the Baltimore, Washington, D.C. and Richmond metropolitan areas.



Providents principal business is to acquire deposits from individuals and businesses and to use these deposits to fund loans to individuals and businesses. Provident focuses on providing its products and
services to three segments of customers  individuals, small businesses and middle market businesses. The Bank offers consumer and commercial banking products and services through the Consumer and Commercial Banking groups. Provident also
offers related financial services through wholly owned subsidiaries. Securities brokerage, investment management and related insurance services are available through Provident Investment Company (PIC) and leases through Court Square
Leasing and Provident Lease Corporation.



Providents key business
strategies provide it with a unique opportunity in its marketplace. An overview of these strategies are discussed below:



| |  | Maximize Providents position as the right size bank in the marketplace.Providents position as the second largest bank headquartered in Maryland provides a unique
opportunity as the right size bank in its footprint. The Bank provides the service of a community bank combined with the convenience and wide array of products and services that a strong regional bank offers. In addition, the 61 in-store
banking offices throughout its footprint reinforce its right size strategy through convenient locations, hours and a full line of products and services. Provident currently has 151 banking offices concentrated in the Baltimore-Washington, D.C.
corridor and beyond to Richmond, Virginia. Of the 151 banking offices, 44% are located in the Baltimore metropolitan region and 56% are located in the metro Washington, D.C. and Virginia regions, reflecting the successful development of the Bank
into a highly competitive regional commercial bank. Provident also offers its customers 24-hour banking services through ATMs, telephone banking and the Internet. The network of 244 ATMs enhances the banking office network by providing customers
increased opportunities to access their funds.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Grow and deepen consumer and small business relationships in Maryland and Virginia. Consumer banking continues to be an important component of the Banks business
strategy. Consumer banking services include a broad array of consumer and small business loan, lease, deposit and investment products offered to consumer and commercial customers through Providents banking office network and ProvidentDirect,
the Banks direct channel sales center. The small business segment is further supported by relationship managers who provide comprehensive business product and sales support to expand existing customer relationships and acquire new clients.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Grow and deepen commercial and real estate relationships in Maryland and Virginia. Commercial banking is the other key component to the Corporations regional presence
in its market area. The Commercial Banking group provides customized banking solutions to middle market commercial and real estate customers. The Bank has an experienced team of relationship managers with expertise in real estate and business
lending to companies in various industries in the region. It also has a suite of cash management products managed by responsive account teams that deepen customer relationships through consistently priced deposit based services, responsive service
and maintenance of frequent personal contact with each customer.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Move from a product driven organization to a customer relationship focused sales culture.The Corporations transition to a customer relationship driven sales culture
requires deepening relationships through cross-selling and the continuing emphasis on retention of valued customers. The Bank has segmented its customers to better understand and anticipate their financial needs and provide Providents sales
force with a targeted approach to customers and prospects. The successful execution of this strategy will be centered on the right size bank commitment - providing the service of a community bank combined with the convenience and wide array of
products and services that a strong regional bank offers.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  | Create a high performance culture that focuses on employee development and retention.Provident has always placed a high priority on its employees and has approached employee
development and training with renewed emphasis. Employee development is viewed as a critical part of executing Providents strategy as the right size bank and transforming the Companys sales culture with a focus on the employees
development and approach with Providents customers.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



RESTATEMENT OF PREVIOUSLY REPORTED RESULTS OF OPERATIONS



On
November 7, 2005, management of Provident Bankshares Corporation (Provident or the Company) determined that Providents financial statements for the quarters ended June 30, 2005 and March 31, 2005, as well as the summary
financial information for the third quarter ended September 30, 2005 disclosed in the Companys earnings release dated October 20, 2005, should no longer be relied upon as a result of the accounting treatment applied by Provident to interest
rate swaps associated with Providents interest rate risk hedging program. Subsequently, management made a similar determination with respect to the financial statements for the year ended December 31, 2004.



In connection with the issuance of its 2005 third quarter results, the Corporation has
restated the financial statements for quarters ended June 30, 2005 and March 31, 2005, and for the year ended December 31, 2004. The restatements are primarily the result of corrections related to the Corporations derivative
accounting documentation required under SFAS No. 133. Historically, Provident has entered into various interest rate swaps to hedge the interest rate risk inherent in certain of its brokered Certificates of Deposit (CDs), FHLB
Borrowings (FHLB Borrowings) and Junior Subordinated Debentures (Junior Subordinated Debentures) (which are owned by trusts which issue trust preferred securities with identical terms to outside third parties). From the
inception of hedge accounting, Provident has applied the short-cut method of fair value and cash flow hedge accounting under SFAS No.133 to the swaps associated with brokered CDs, FHLB Borrowings and Junior Subordinated Debentures
transactions, allowing Provident to assume hedge effectiveness for these derivatives. Provident has determined that the brokered CD swaps, a portion of the FHLB swaps, and the swaps associated with the debt transaction did not qualify for the
short-cut method in the first and second quarter of 2005 and for calendar year ended December 31, 2004. The brokered CD swaps did not qualify for short-cut application because a related CD broker placement fee was determined (in retrospect) to
be imbedded in the swap contracts, causing the swap to have a value other than zero at inception. A portion of the FHLB swaps did not qualify because the maturity of the swaps exceed the maturity of the FHLB Borrowings. Regarding the debt swaps, the
swaps documented as hedging the trust preferred securities, and were not redesignated as hedging the Junior Subordinated Debentures upon adoption of FIN 46R. As a result of these errors in the application of the short cut method, the Corporation is
precluded from applying hedge accounting to these derivative instruments for these periods. The financial results beginning January 1, 2004 have therefore been restated for the affected derivatives and their related hedged items. In addition to
the derivative accounting issues, the Corporation will also correct the accounting for severance pay relating to an executive separation agreement with an executive who departed from the Corporation as of June 30, 2005.



The financial statement impact of applying the long-haul method of effectiveness
testing using SFAS No. 133 and the results under the short-cut method show no material difference in the effectiveness of the swaps. However, hedge accounting under SFAS No. 133 is not allowed for the affected periods because
the hedge documentation required for the long-haul method was not in place at the inception of the hedges. Fair value hedge accounting allows a company to record changes in the fair value of a hedged item (in this case, the brokered CDs
and the Junior Subordinated Debentures) as an adjustment to income that offsets the fair value adjustment of the related interest rate swaps. Cash flow hedge accounting allows a company to record changes in the fair value, net of income taxes, as a
component of Other Comprehensive Income in Stockholders Equity. Amounts recorded in OCI are recognized into earnings concurrent with the hedged items impact on earnings. Under fair value and cash flow hedge accounting, net cash flows
associated with the swapped interest payments are included in interest expense.



Elimination of hedge accounting reverses fair value adjustments made on the brokered CDs so that they are carried at par, net of the unamortized balance of the CD broker placement fee. The net swap interest rate payments were reclassified
from an adjustment to interest expense on the brokered CDs to non-interest income. The CD broker placement fees, which were incorporated into the swap, adjusted the par amount of the brokered CDs and will be amortized through the maturity date of
the related CDs as an adjustment to the rate paid. The interest expense on the FHLB Borrowings was treated in a manner similar to the CD interest expense. Hedge accounting for cash flow hedges allows a company to record the effective portion of the
hedge into other comprehensive income, net of tax. Elimination of the hedge accounting reversed the fair value adjustments recorded to OCI and recorded the fair value adjustment directly to non-interest income in the Condensed Consolidated Statement
of Income.



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##### Table of Contents

Prior to January 1, 2004, the interest expense on trust preferred securities was netted with the interest payments
received from the designated swaps. However, the adoption of FASB Interpretation No. 46  Consolidation of Variable Interest Entities (FIN 46) on January 1, 2004 and the resultant deconsolidation of the trusts which issued the
securities, required redesignation of the swaps to the Junior Subordinated Debentures issued by the Corporation in order to continue to apply hedge accounting. The lack of redesignation resulted in the elimination of hedge accounting for the Junior
Subordinated Debentures. The fair value basis adjustment of the trust preferred securities at the adoption date, was deferred as a basis adjustment to the Junior Subordinated Debentures. This basis adjustment is being amortized into interest expense
over the life of the Junior Subordinated Debentures as a result of the elimination of hedge accounting. Fair value adjustments on the swaps subsequent to the date of adoption of FIN 46 have been reflected as derivative gains (losses).



Accordingly, the financial statements for first and second quarters of 2005 and the year
ended December 31, 2004 have been restated to reflect the required accounting treatment. The Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2005 and September 30, 2004 reflect these
adjustments. The nine months ended amounts reflect the impacts of restating the first and second quarters of 2005 and 2004. Adjustments to the Condensed Consolidated Statements of Income for amounts previously reported affect interest expense on
deposits and long-term debt through the reversal of the swap income that offset interest expense on the brokered CDs, FHLB Borrowings and the Junior Subordinated Debentures, affect non-interest income for the fair value adjustments related to the
associated swaps, and affect the net cash settlements on the swaps and affect the related tax impact of the respective adjustments. The severance adjustment increased salaries and benefits costs in the second quarter of 2005 by $1.1 million and
reduced the third quarter of 2005 by $606 thousand.



Provident has
re-designated these interest rate swaps as hedges utilizing the long haul method of effectiveness testing, and as a result, will apply hedge accounting treatment for these swaps for future periods. The fourth quarter financial results
will reflect an estimated charge of $1.6 million (after tax) to non-interest income up to the time that hedge accounting under SFAS No. 133 can be applied.



Provident intends to file amended Quarterly Reports on Form 10-Q for the periods ended June 30, 2005 and March 31, 2005, and an amended Annual Report on
Form 10-K for the year ended December 31, 2004, to include the restated financial statements for each period covered by each such report (which financial statements will reflect the proper accounting treatment as relates to the aforementioned
items).



FINANCIAL REVIEW



The principal objective of this Financial Review is to provide an overview of the financial
condition and results of operations of Provident Bankshares Corporation and its subsidiaries for the periods indicated. This discussion and tabular presentations should be read in conjunction with the accompanying unaudited Condensed Consolidated
Financial Statements and Notes as well as the other information herein.



The
Condensed Consolidated Financial Statements of the Corporation are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities for the reporting periods. Management bases its estimates on historical experience and various other factors and assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management evaluates estimates on an on-going basis,
including those related to the allowance for loan losses, non-accrual loans, other real estate owned, goodwill and intangible assets, other than temporary impairment of investment securities, pension and post-retirement benefits, asset prepayment
rates, stock-based compensation, derivative positions, recourse liabilities, litigation and income taxes. Management believes the following critical accounting policies affect its more significant judgments and estimates used in preparation of its
Condensed Consolidated Financial Statements: allowance for loan losses, other than temporary impairment of investment securities, goodwill and intangible assets, asset prepayment rates, derivative positions and income taxes. Each estimate and its
financial impact, to the extent significant to financial results, is discussed in the notes to the unaudited Condensed Consolidated Financial Statements. It is at least reasonably possible that each of the Corporations estimates could change
in the near term or that actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could be material to the unaudited Condensed Consolidated Financial Statements.



FINANCIAL CONDITION



The financial condition of the Corporation reflects the continued balance sheet transition towards growing loans and deposits in the
Banks core business segments. The expanded market, as a direct result of the Southern Financial merger, has augmented the number of banking relationship opportunities in the Corporations key markets of Baltimore, Washington, D.C. and
Richmond. The expansion led to increases in average loans of 2.9% and commercial deposits of 6.1% over the third quarter of 2004. At September 30, 2005, total assets were $6.4 billion as compared to $6.6 billion at December 31, 2004.



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##### Table of Contents

Lending



Total average loan balances increased to $3.6 billion in third quarter 2005, an increase of $103.9 million, or 2.9%, from third quarter 2004 (prior year
quarter). The following table summarizes the composition of the Banks average loans for the periods indicated.



|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|-------------------------------------------- |  | ------------------------------- | --------- | ---------- | - | --------- | ---------- | - | -------- | - |  | ----- | --
|                                             |  | Three Months EndedSeptember 30, |           | $ Variance |   |           | % Variance |  
|(dollars in thousands)                       |  | 2005                            |           | 2004       |   |          
|Residential real estate:                     |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Originated and acquired residential mortgage |  | $                               | 541,096   |            | $ | 752,686   |            | $ | (211,590 | ) |  | (28.1 | )%
|Home equity                                  |  |                                 | 831,987   |            |   | 628,990   |            |   | 202,997  |   |  | 32.3  |   
|Other consumer:                              |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Marine                                       |  |                                 | 425,131   |            |   | 442,846   |            |   | (17,715  | ) |  | (4.0  | ) 
|Other                                        |  |                                 | 35,825    |            |   | 50,723    |            |   | (14,898  | ) |  | (29.4 | ) 
|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Total consumer                               |  |                                 | 1,834,039 |            |   | 1,875,245 |            |   | (41,206  | ) |  | (2.2  | ) 
|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Commercial real estate:                      |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Commercial mortgage                          |  |                                 | 473,748   |            |   | 481,197   |            |   | (7,449   | ) |  | (1.5  | ) 
|Residential construction                     |  |                                 | 346,975   |            |   | 221,051   |            |   | 125,924  |   |  | 57.0  |   
|Commercial construction                      |  |                                 | 318,166   |            |   | 270,890   |            |   | 47,276   |   |  | 17.5  |   
|Commercial business                          |  |                                 | 662,337   |            |   | 682,948   |            |   | (20,611  | ) |  | (3.0  | ) 
|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Total commercial                             |  |                                 | 1,801,226 |            |   | 1,656,086 |            |   | 145,140  |   |  | 8.8   |   
|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   
|Total loans                                  |  | $                               | 3,635,265 |            | $ | 3,531,331 |            | $ | 103,934  |   |  | 2.9   |   
|                                             |  |                                 |           |            |   |           |            |   |          |   |  |       |   



Strong loan growth in the
Corporations strategically initiated core loan portfolios was offset by planned reductions in non-core or wholesale portfolios (originated and acquired residential mortgages). The core portfolios average loan balances
increased $315.5 million or 11.4% over the same quarter in 2004. This increase was a result of the Corporations successful marketing efforts to grow its home equity, residential construction and commercial construction loan portfolios.
As a result, total average loans increased by 2.9% and was driven by an increase of $203 million in average home equity loans and $173.2 million in average residential and commercial constructions loans. These increases more than offset planned
reductions in originated and acquired residential mortgage loans of $211.6 million.



The home equity loan suite of products has been a key component of the Banks strategy to deepen its consumer relationships. This market strategy resulted in the $203.0 million, or 32.3%, increase in home equity average balances,
continuing the growth of $195.8 million, or 45.2%, that occurred in third quarter 2004. Commercial banking is the other key component to the Corporations regional presence in its market area. Average total commercial loans increased $145
million or 8.8% compared to the 2004 quarter. Commercial and residential construction loans posted increases during the quarter of $125.9 million and $47.2 million, respectively, reflecting strong regional demand for construction loans in the
Banks markets. The result is a wellbalanced mix of revenue sources between consumer and commercial loan products with $1.8 billion, or 50.5%, in consumer loans, and $1.8 billion, or 49.5%, in commercial loans. Geographically, average
loan balances of $1.3 billion originated in the Washington, D.C. and Richmond metropolitan regions represented 36% of total average loans in third quarter 2005.



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Asset Quality



The following table presents information with respect to non-performing assets and 90-day delinquencies as of the dates indicated.



|                                                  |  |                   |        |   |                  |   |        |  
|------------------------------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -
|(dollars in thousands)                            |  | September 30,2005 |        |   | December 31,2004 |  
|Non-Performing Assets:                            |  |                   |        |   |                  |   |        |  
|Originated and acquired residential mortgage      |  | $                 | 7,344  |   |                  | $ | 10,327 |  
|Home equity                                       |  |                   | 187    |   |                  |   | 103    |  
|Other consumer                                    |  |                   | 167    |   |                  |   | 147    |  
|Commercial mortgage                               |  |                   | 1,598  |   |                  |   | 1,612  |  
|Commercial real estate construction               |  |                   |       |   |                  |   | 1,063  |  
|Commercial business                               |  |                   | 16,237 |   |                  |   | 12,461 |  
|                                                  |  |                   |        |   |                  |   |        |  
|Total non-accrual loans                           |  |                   | 25,533 |   |                  |   | 25,713 |  
|Total renegotiated loans                          |  |                   |       |   |                  |   |       |  
|                                                  |  |                   |        |   |                  |   |        |  
|Total non-performing loans                        |  |                   | 25,533 |   |                  |   | 25,713 |  
|Total other assets and real estate owned          |  |                   | 1,239  |   |                  |   | 1,616  |  
|                                                  |  |                   |        |   |                  |   |        |  
|Total non-performing assets                       |  | $                 | 26,772 |   |                  | $ | 27,329 |  
|                                                  |  |                   |        |   |                  |   |        |  
|90-Day Delinquencies:                             |  |                   |        |   |                  |   |        |  
|Originated and acquired residential mortgage      |  | $                 | 4,956  |   |                  | $ | 9,097  |  
|Home equity                                       |  |                   | 275    |   |                  |   | 126    |  
|Other consumer                                    |  |                   | 589    |   |                  |   | 1,108  |  
|Commercial business                               |  |                   | 1,524  |   |                  |   | 1,883  |  
|                                                  |  |                   |        |   |                  |   |        |  
|Total 90-day delinquencies                        |  | $                 | 7,344  |   |                  | $ | 12,214 |  
|                                                  |  |                   |        |   |                  |   |        |  
|Asset Quality Ratios:                             |  |                   |        |   |                  |   |        |  
|Non-performing loans to loans                     |  |                   | 0.70   | % |                  |   | 0.72   | %
|Non-performing assets to loans                    |  |                   | 0.73   | % |                  |   | 0.77   | %
|Allowance for loan losses to loans                |  |                   | 1.26   | % |                  |   | 1.30   | %
|Net charge-offs in quarter to average loans       |  |                   | 0.15   | % |                  |   | 0.28   | %
|Allowance for loan losses to non-performing loans |  |                   | 180.35 | % |                  |   | 179.56 | %



Strong asset quality within the
Corporations loan portfolio is a reflection of managements credit policies and its strategic decision to transition the balance sheet away from non-core or wholesale loans to core loan portfolios. In addition, credit conditions remained
favorable for the third quarter 2005. Non-performing assets were $26.8 million at September 30, 2005, a decline of $0.6 million from the level at December 31, 2004. The decline in non-performing assets was due to the resolution of
non-performing commercial real estate construction, acquired and originated residential loans, offset by a $3.8 million increase in non-performing commercial business loans during the quarter, primarily representing one commercial business
relationship. Non-performing commercial business loans include $1.5 million of loans that have U.S. government guarantees.



The level of non-performing assets to total loans was 0.73% at September 30, 2005 compared to 0.77% at December 31, 2004. The level of 90-day delinquent loans
also declined during the period, decreasing $4.9 million, or 40%, to $7.3 million from the level at December 31, 2004. No assurance can be given regarding the level of non-performing assets in the future.



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##### Table of Contents

The Corporation maintains an allowance for loan losses (the allowance), which is intended to be
managements best estimate of probable inherent losses in the outstanding loan portfolio. The allowance is reduced by actual credit losses and is increased by the provision for loan losses and recoveries of previous loan losses. The provisions
for loan losses are charges to earnings to bring the total allowance to a level considered necessary by management.



The allowance is based on managements continuing review and evaluation of the loan portfolio. This process provides an allowance consisting of two components,
allocated and unallocated. To arrive at the allocated component of the allowance, the Corporation combines estimates of the allowances needed for loans analyzed individually and on a pooled basis. The allocated component of the allowance is
supplemented by an unallocated component.



The portion of the allowance that is
allocated to individual internally criticized and non-accrual loans is determined by estimating the inherent loss on each problem credit after giving consideration to the value of underlying collateral. Management emphasizes loan quality and close
monitoring of potential problem credits. Credit risk identification and review processes are utilized in order to assess and monitor the degree of risk in the loan portfolio. The Corporations lending and credit administration staff are charged
with reviewing the loan portfolio and identifying changes in the economy or in a borrowers circumstances which may affect the ability to repay debt or the value of pledged collateral. A loan classification and review system exists that
identifies those loans with a higher than normal risk of uncollectibility. Each commercial loan is assigned a risk rating based upon an assessment of the borrowers financial capacity to service the debt and the presence and value of collateral
for the loan.



In addition to being used to categorize risk, the Banks
internal ten-point risk rating system is used to determine the allocated allowance for the commercial portfolio. Reserve factors, based on the actual loss history for a 5-year period for criticized loans, are assigned. If the factor, based on loss
history for classified credits is lower than the minimum established factor, the higher factor is applied. For loans with satisfactory risk profiles, the factors are based on the rating profile of the portfolio and the consequent historic losses of
bonds with equivalent ratings.



For the consumer portfolios, the determination
of the allocated allowance is conducted at an aggregate, or pooled, level. Each quarter, historical rolling loss rates for homogenous pools of loans in these portfolios provide the basis for the allocated reserve. For any portfolio where the Bank
lacks sufficient historic experience, industry loss rates are used. If recent history is not deemed to reflect the inherent losses existing within a portfolio, older historic loss rates during a period of similar economic or market conditions are
used.



The Banks credit administration group adjusts the indicated loss
rates based on qualitative factors. Factors that are considered in adjusting loss rates include risk characteristics, credit concentration trends and general economic conditions, including job growth and unemployment rates. For commercial and real
estate portfolios, additional factors include the level and trend of watched and criticized credits within those portfolios; historic loss rates, commercial real estate vacancy, absorption and rental rates; and the number and volume of syndicated
credits, construction loans, or other portfolio segments deemed to carry higher levels of risk. Upon completion of the qualitative adjustments, the overall allowance is allocated to the components of the portfolio based on the adjusted loss factors.



The unallocated component of the allowance exists to mitigate the imprecision
inherent in managements estimates of expected credit losses and includes its determination of the amounts necessary for concentrations, economic uncertainties and other subjective factors that may not have been fully considered in the
allocated allowance. The relationship of the unallocated component to the total allowance may fluctuate from period to period. Although management has allocated the majority of the allowance to specific loan categories, the evaluation of the
allowance is considered in its entirety.



Lending management meets at least
quarterly with executive management to review the credit quality of the loan portfolios and to evaluate the allowance. The Corporation has an internal risk analysis and review staff that continuously reviews loan quality and reports the results of
its reviews to executive management and the Board of Directors. Such reviews also assist management in establishing the level of the allowance.



Management believes that it uses the best information available to make determinations about the allowance and that it has established its existing allowance in
accordance with GAAP. If circumstances differ substantially from the assumptions used in making determinations, adjustments to the allowance may be necessary and results of operations



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could be affected. Because events affecting borrowers and collateral cannot be predicted with certainty, there can be no
assurance that increases to the allowance will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above.



The FDIC examines the Bank periodically and, accordingly, as part of this exam, the allowance is reviewed for adequacy utilizing specific guidelines. Based upon their
review, the regulators may from time to time require reserves in addition to those previously provided.



At September 30, 2005, the allowance was $46.0 million, or 1.26% as a percentage of total loans outstanding, compared to an allowance at December 31, 2004 of $46.2 million, or 1.30% as a percentage of total
loans outstanding. The allowance coverage of 180% of non-performing loans at September 30, 2005 was identical with December 31, 2004. Portfolio-wide net charge-offs represented 0.15% of average loans in third quarter 2005, compared to
0.30% in third quarter 2004 and up 0.01% from the second quarter 2005.



Deposits



The following table
summarizes the composition of the Corporations average deposit balances for the periods indicated.



|                         |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|------------------------ |  | ------------------------------- | --------- | ---------- | - | --------- | ---------- | - | -------- | - |  | ---- | -
|                         |  | Three Months EndedSeptember 30, |           | $ Variance |   |           | % Variance |  
|(dollars in thousands)   |  | 2005                            |           | 2004       |   |          
|Transaction accounts:    |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Noninterest-bearing      |  | $                               | 814,400   |            | $ | 797,625   |            | $ | 16,775   |   |  | 2.1  | %
|Interest-bearing         |  |                                 | 604,345   |            |   | 515,267   |            |   | 89,078   |   |  | 17.3 |  
|Savings/money market:    |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Savings                  |  |                                 | 732,295   |            |   | 765,647   |            |   | (33,352  | ) |  | (4.4 | )
|Money market             |  |                                 | 595,956   |            |   | 656,900   |            |   | (60,944  | ) |  | (9.3 | )
|Certificates of deposit: |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Direct                   |  |                                 | 805,572   |            |   | 884,275   |            |   | (78,703  | ) |  | (8.9 | )
|Brokered                 |  |                                 | 359,334   |            |   | 340,209   |            |   | 19,125   |   |  | 5.6  |  
|                         |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Total deposits           |  | $                               | 3,911,902 |            | $ | 3,959,923 |            | $ | (48,021  | ) |  | (1.2 | )
|                         |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Deposits by source:      |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Consumer                 |  | $                               | 2,680,270 |            | $ | 2,797,257 |            | $ | (116,987 | ) |  | (4.2 | )
|Commercial               |  |                                 | 872,298   |            |   | 822,457   |            |   | 49,841   |   |  | 6.1  |  
|Brokered                 |  |                                 | 359,334   |            |   | 340,209   |            |   | 19,125   |   |  | 5.6  |  
|                         |  |                                 |           |            |   |           |            |   |          |   |  |      |  
|Total deposits           |  | $                               | 3,911,902 |            | $ | 3,959,923 |            | $ | (48,021  | ) |  | (1.2 | )
|                         |  |                                 |           |            |   |           |            |   |          |   |  |      |  



Average deposits decreased $48.0
million, or 1.2%, in third quarter 2005 over the same quarter last year. This decrease includes the impact of the sale of three branches in October 2004 that were acquired in the Southern Financial merger. The three branches contained $204 million
in average consumer deposits and $75 million in average commercial deposits. Exclusive of these amounts, total average deposits grew 6.3% from third quarter 2004. Adjusting for the sale of the branches, consumer deposits grew 3.3% while commercial
deposits experienced growth of 16.8%. The primary driver in the commercial deposit growth was the increase in escrow deposits associated with title company relationships and higher commercial money market balances associated with commercial real
estate lending activities. Brokered deposits issued also increased as a less expensive alternative to borrowing.



Average customer deposits in the Washington Metropolitan and Virginia markets represented 35% of total customer deposits. The Bank currently has 84 banking offices in
this market or 56% of total banking offices.



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Treasury Activities



The Treasury Division manages the wholesale segments of the balance sheet, including investments, purchased funds, long-term debt and derivatives. Managements
objective is to achieve the maximum level of stable earnings over the long term, while controlling the level of interest rate and liquidity risk, and optimizing capital utilization.



At September 30, 2005, the investment securities portfolio was $1.9 billion, or 30.3% of total assets. The Banks investment
portfolio declined $360 million from December 31, 2004 to September 30, 2005, reflecting managements strategy to de-emphasize wholesale investments. The reduction in balances occurred in the mortgage-backed securities portfolio
(MBS), which was reduced from $1.6 billion to $1.1 billion during 2005. The portfolio objective is to obtain the maximum sustainable interest margin over match-funded borrowings, subject to liquidity, credit and interest rate risk, as
well as capital, regulatory and economic considerations. Typically, management classifies securities as available for sale to maximize management flexibility, although securities may be purchased with the intention of holding to maturity.



To achieve its stated objective, the Corporation invests predominately in U.S.
Treasury and Agency securities, mortgage-backed securities, corporate bonds and asset-backed securities (ABS). At September 30, 2005, 57% of the investment portfolio was invested in MBS. The allocation to floating rate ABS and
corporate bonds was increased to 35%, in anticipation of rising short-term interest rates. The ABS portfolio, representing 31% of the total portfolio, consists predominately of Aaa and single A rated classes of pooled trust preferred securities. The
re-allocation of investment securities out of MBS and into floating rate ABS achieved the objectives of 1) reducing the portfolios market value sensitivity to rising interest rates and 2) increasing the percentage of the portfolio that
reprices with one-month or three month LIBOR in order to increase the banks asset sensitivity position. Other debt securities primarily include investments in single issuer corporate bonds rated investment-grade by Moodys or S&P,
single or double A rated home equity ABS, and U.S. Treasury, Agency, and municipal securities.



The primary risk in the investment portfolio is duration risk. Duration measures the expected change in the market value of an investment for a 100 basis point (or 1%) change in interest rates. The higher an
investments duration, the longer the time until its rate is reset to current market rates. The Banks risk tolerance, as measured by the duration of the investment portfolio, is typically between 2% and 3.5%. In the current economic
environment, the duration is targeted for the lower half of that range. Another risk in the investment portfolio is credit risk. At September 30, 2005, over 71% of the entire investment portfolio was rated AAA, 28% was investment grade below
AAA, and 1% was rated below investment grade or was not rated.



Investment
securities are evaluated periodically to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to
determine whether the loss in value is other than temporary. If a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. The Corporation had a limited
number of securities in a continuous loss position for 12 months or more at September 30, 2005. Because the declines in fair value were due to changes in market interest rates, not in estimated cash flows, no other than temporary impairment was
recorded at September 30, 2005.



Providents funds management
objectives are as follows: to minimize the cost of borrowings while assuring sufficient funding availability to meet current and future borrowing requirements, and to contribute to interest rate risk management goals through match-funding loan and
investment activity. Management utilizes a variety of sources to raise borrowed funds at competitive rates, including federal funds purchased (fed funds), Federal Home Loan Bank (FHLB) borrowings, securities sold under
repurchase agreements (repos), and brokered and jumbo certificates of deposit (CDs). FHLB borrowings and repos typically are borrowed at rates approximating the LIBOR rate for the equivalent term because they are secured with
investments or high quality real estate loans. Fed funds, which are generally overnight borrowings, are typically purchased at the Federal Reserve target rate. Brokered CDs are generally added when market conditions permit issuance at rates
favorable to other funding sources.



The Corporation formed wholly owned
statutory business trusts in 1998, 2000 and 2003. In 2004, the Corporation acquired three wholly owned statutory business trusts from Southern Financial as part of the merger. In all cases, the trusts issued trust preferred securities that were sold
to outside third parties. The trust preferred securities are presented



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##### Table of Contents

net of unamortized issuance costs as Long-Term Debt in the Condensed Consolidated Statements of Condition and are
includable in Tier 1 capital for regulatory capital purposes, subject to certain limitations. Any of the trust preferred securities are redeemable at any time in whole, but not in part, from the date of issuance on the occurrence of certain events.
On March 31, 2005, the Corporation redeemed $30 million aggregate value of capital securities issued by Provident Trust II at an annual rate of 10%. On July 15, 2005, the Corporation redeemed $5 million aggregate value of capital
securities issued by Southern Trust I at an annual rate of 11%.



Treasury
borrowings declined from December 2004 to September 2005, reflecting the transition of the Banks balance sheet from wholesale to core funding sources. Comparing monthly average balances, September 2005 borrowings declined $306 million from
December 2004, from $2.1 billion to $1.8 billion. The reductions in balance were widespread: short-term borrowings declined $93 million, long-term borrowings were reduced $182 million, and management redeemed $31 million of trust preferred
securities in the first three quarters of 2005.



Liquidity



An important component of the Banks asset/liability structure is the level of
liquidity available to meet the needs of customers and creditors. Traditional sources of bank liquidity include deposit growth, loan repayments, investment maturities, asset sales, borrowings and interest received. Management believes the Bank has
sufficient liquidity to meet funding needs in the foreseeable future.



The
Banks primary source of liquidity beyond the traditional sources is the assets it possesses, which can either be pledged as collateral for secured borrowings or sold outright. The Banks primary sources for raising secured borrowings are
the FHLB and securities broker/dealers. At September 30, 2005, $1.3 billion of secured borrowings were employed, with sufficient collateral available to immediately raise an additional $925 million. An excess liquidity position of $614 million
remains after covering $311 million of unsecured funds that mature in the next three months. Additionally, over $300 million of assets are maintained as collateral with the Federal Reserve that is available as a contingent funding source.



The Bank also has several unsecured funding sources available should the need
arise. At September 30, 2005, the Bank possessed over $900 million of unsecured overnight borrowing capacity, of which $298 million was in use at period-end. The brokered CD and unsecured debt markets, which generally are more expensive than
secured funds of similar maturity, are also viable funding alternatives. In third quarter 2005, the Bank issued $30 million of brokered CDs at rates favorable to alternative funding costs.



As an alternative to raising secured funds, the Bank can raise liquidity through asset sales.
At September 30, 2005, over $500 million of the Banks investment portfolio was immediately saleable at a market value equaling or exceeding its amortized cost basis. Additionally, over a 90-day time frame, a majority of the Banks
$1.8 billion consumer loan portfolio is saleable in an efficient market.



A
significant use of the Corporations liquidity is the dividends it pays to shareholders. The Corporation is a one-bank holding company that relies upon the Banks performance to generate capital growth through Bank earnings. A portion of
the Banks earnings is passed to the Corporation in the form of cash dividends. As a commercial bank under the Maryland Financial Institution Law, the Bank may declare cash dividends from undivided profits or, with the prior approval of the
Commissioner of Financial Regulation, out of paid-in capital in excess of 100% of its required capital stock, and after providing for due or accrued expenses, losses, interest and taxes. These dividends paid to the holding company are utilized to
pay dividends to stockholders, repurchase shares and pay interest on trust preferred securities. The Corporation and the Bank, in declaring and paying dividends, are also limited insofar as minimum capital requirements of regulatory authorities must
be maintained. The Corporation and the Bank comply with such capital requirements. If the Corporation or the Bank were unable to comply with the minimum capital requirements, it could result in regulatory actions that could have a material impact on
the Corporation.



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Contractual Obligations, Commitments and Off Balance Sheet Arrangements



The Corporation has various contractual obligations, such as long-term borrowings, that are
recorded as liabilities in the Condensed Consolidated Financial Statements. Other items, such as certain minimum lease payments for the use of banking and operations offices under operating lease agreements, are not recognized as liabilities in the
Condensed Consolidated Financial Statements, but are required to be disclosed. Each of these arrangements affects the Corporations determination of sufficient liquidity.



The following table summarizes significant contractual obligations at September 30, 2005 and the future periods in which such
obligations are expected to be settled in cash. In addition, the table reflects the timing of principal payments on outstanding borrowings.



|                  |  |                                    |         |           |   |          |  |              |        |       |   |         |  |   |          
|----------------- |  | ---------------------------------- | ------- | --------- | - | -------- |  | ------------ | ------ | ----- | - | ------- |  | - | ---------
|                  |  | Contractual Payments Due by Period
|(in thousands)    |  | Less than 1Year                    |         | 1-3 Years |   | 4-5Years |  | After 5Years |        | Total
|Lease obligations |  | $                                  | 12,723  |           | $ | 23,540   |  | $            | 21,518 |       | $ | 28,735  |  | $ | 86,516   
|Long-term debt    |  |                                    | 321,327 |           |   | 373,428  |  |              | 75,587 |       |   | 144,684 |  |   | 915,026  
|                  |  |                                    |         |           |   |          |  |              |        |       |   |         |  |   |          
|Total             |  | $                                  | 334,050 |           | $ | 396,968  |  | $            | 97,105 |       | $ | 173,419 |  | $ | 1,001,542
|                  |  |                                    |         |           |   |          |  |              |        |       |   |         |  |   |          



Arrangements to fund credit products
or guarantee financing take the form of loan commitments (including lines of credit on revolving credit structures) and letters of credit. Approvals for these arrangements are obtained in the same manner as loans. Generally, cash flows, collateral
value and a risk assessment are considered when determining the amount and structure of credit arrangements. Commitments to extend credit in the form of consumer, commercial real estate and business loans at September 30, 2005 were as follows:



|                                      |  |                   |          
|------------------------------------- |  | ----------------- | ---------
|(in thousands)                        |  | September 30,2005
|Commercial business and real estate   |  | $                 | 888,236  
|Consumer revolving credit             |  |                   | 651,200  
|Residential mortgage credit           |  |                   | 18,811   
|Performance standby letters of credit |  |                   | 95,550   
|Commercial letters of credit          |  |                   | 3,672    
|                                      |  |                   |          
|Total loan commitments                |  | $                 | 1,657,469
|                                      |  |                   |          



Historically, many of the commitments
expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements.



Risk Management



The nature of the banking business, which involves paying interest on deposits at varying rates and terms and charging interest on loans at other rates and terms, creates interest rate risk. As a result, earnings and
the market value of assets and liabilities are subject to fluctuations, which arise due to changes in the level and directions of interest rates. Managements objective is to minimize the fluctuation in the net interest margin caused by changes
in interest rates using cost-effective strategies and tools. The Bank manages several forms of interest rate risk, including asset/liability mismatch, basis and prepayment risk.



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The Corporation purchases amortizing loan pools and investment securities in which the underlying assets are residential
mortgage loans subject to prepayments. The actual principal reduction on these assets varies from the expected contractual principal reduction due to principal prepayments resulting from borrowers elections to refinance the underlying
mortgages based on market and other conditions. Prepayment rate projections utilize actual prepayment speed experience and available market information on like-kind instruments. The prepayment rates form the basis for income recognition of premiums
or discounts on the related assets. Changes in prepayment estimates may cause the earnings recognized on these assets to vary over the term that the assets are held, creating volatility in the net interest margin. Prepayment rate assumptions are
monitored and updated monthly to reflect actual activity and the most recent market projections. Basis risk exists as a result of having much of the Banks earning assets priced using either the Prime rate or the U.S. Treasury yield curve,
while much of the liability portfolio, which finances earning assets, is priced using the CD yield curve or LIBOR yield curve. These different yield curves typically do not move in lock-step with one another.



Measuring and managing interest rate risk is a dynamic process that management performs
continually to meet the objective of maintaining a stable net interest margin. This process relies chiefly on simulation modeling of shocks to the balance sheet under a variety of interest rate scenarios, including parallel and non-parallel rate
shifts, such as the forward yield curves for both short and long term interest rates. The results of these shocks are measured in two forms: first, the impact on the net interest margin and earnings over one and two year time frames; and second, the
impact on the market value of equity. In addition to measuring the basis risks and prepayment risks noted above, simulations also quantify the earnings impact of rate changes and the cost / benefit of hedging strategies.



The following table shows the anticipated effect on net interest income in parallel shift (up
or down) interest rate scenarios. These shifts are assumed to begin on October 1, 2005 for the September 30, 2005 data and on January 1, 2005 for the December 31, 2004 data and evenly increase or decrease over a 6-month period.
The effect on net interest income would be for the next twelve months. Given the interest environment in the periods presented, a 200 basis point drop in rate is unlikely and has not been shown.



|                       |  |                                                                       |   |  |                                                                      |  
|---------------------- |  | --------------------------------------------------------------------- | - |  | -------------------------------------------------------------------- | -
|Interest Rate Scenario |  | At September 30, 2005ProjectedPercentage Change inNet Interest Income |   |  | At December 31, 2004ProjectedPercentage Change inNet Interest Income |  
|-100 basis points      |  | -3.70                                                                 | % |  | -3.40                                                                | %
|No change              |  |                                                                      |   |  |                                                                     |  
|+100 basis points      |  | +1.50                                                                 | % |  | +1.40                                                                | %
|+200 basis points      |  | +2.20                                                                 | % |  | +1.60                                                                | %



The percentage changes displayed in
the table above relate to the Corporations projected net interest income. Managements intent is for derivative interest income to mitigate risk to the Corporations net interest income stemming from changes in interest rates. For
comparison purposes, these projections include all interest earned on derivatives in net interest income. The analysis includes the interest income and expense relating to non-designated interest rate swaps that is classified in non-interest income
as Net Cash Settlement on Swaps.



The isolated modeling environment, assuming
no action by management, shows that the Corporations net interest income volatility is less than 4.0% under probable single direction scenarios. The Corporations one-year forward earnings are slightly asset sensitive, which will result
in net interest income moving in the same direction as future interest rates. Management pays close attention to the risk of continued flattening of the yield curve. Short-term interest rates, such as the Fed Funds rate, have increased approximately
275 basis points over the past year while long-term rates are little changed. Further yield curve flattening is possible, either through further increases in short-term rates, further decreases in long-term rates, or both. Management routinely
models several yield curve flattening scenarios as part of its interest rate risk management function, and this modeling discloses little risk under most yield curve flattening scenarios.



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Management employs the investment, borrowings, and derivatives portfolios in implementing the Banks interest rate
strategy. As noted above, mitigating yield curve flattening risk has been a significant element of interest rate risk management. To protect the Bank from rising short-term interest rates, over $600 million of the investment portfolio reprices
semiannually or more frequently. In the borrowings portfolio, over $300 million of funds reset their rates with long-term interest rates, such as the 10-year constant maturity swap rate, to protect the net interest margin from falling long-term
interest rates. The interest expense associated with these borrowings declines when long-term interest rates decline. Additionally, $629 million of interest rate swaps were in force to reduce interest rate risk, and $300 million of interest rate
caps were employed specifically to protect against rising interest rates.



In
addition to managing interest rate risk, which applies to both assets and liabilities, the Corporation must understand and manage risks specific to lending. Much of the fundamental lending business of Provident is based upon understanding, measuring
and controlling credit risk. Credit risk entails both general risks, which are inherent in the process of lending, and risk specific to individual borrowers. Each consumer and residential lending product has a generally predictable level of credit
loss based on historical loss experience. Home mortgage and home equity loans and lines generally have the lowest credit loss experience. Loans with medium credit loss experience are primarily secured products such as auto and marine loans.
Unsecured loan products such as personal revolving credit have the highest credit loss experience; therefore the Bank has chosen not to engage in a significant amount of this type of lending. Credit risk in commercial lending varies significantly,
as losses as a percentage of outstanding loans can shift widely from period to period and are particularly sensitive to changing economic conditions. Generally improving economic conditions result in improved operating results on the part of
commercial customers, enhancing their ability to meet debt service requirements. However, this improvement in operating cash flow is often at least partially offset by rising interest rates often seen in an improving economic environment. In
addition, changing economic conditions often impact various business segments differently, giving rise to the need to manage industry concentrations within the loan portfolio. Further discussion relating to asset quality was presented on page 27.



Other lending risks include liquidity risk and specific risk. The liquidity
risk of the Corporation arises from its obligation to make payment in the event of a customers contractual default. The evaluation of specific risk is a basic function of underwriting and loan administration, involving analysis of the
borrowers ability to service debt as well as the value of pledged collateral. In addition to impacting individual lending decisions, this analysis may also determine the aggregate level of commitments the Corporation is willing to extend to an
individual customer or a group of related customers.



Capital Resources



Total stockholders equity was $628.0 million at September 30,
2005, an increase of $9.5 million from December 31, 2004. The change in stockholders equity for the period was attributable to $54.0 million in earnings that was partially offset by dividends paid of $26.5 million. Net accumulated other
comprehensive loss increased by $10.2 million during the period primarily due to the impact of rising interest rates on the market value of the debt securities portfolio. Capital was also reduced by $17.0 million from the repurchase of
518 thousand shares of the Corporations common stock at an average price of $32.73. In June 2005, the Corporation approved the repurchase of an additional 1.3 million shares under its stock repurchase program, bringing the maximum
authorized remainder to 1,404,616 shares.



The Corporation is required to
maintain minimum amounts and ratios of core capital to adjusted quarterly average assets (leverage ratio) and of tier 1 and total regulatory capital to risk-weighted assets. The actual regulatory capital ratios and required ratios for
capital adequacy purposes under FIRREA and the ratios to be categorized as well capitalized under prompt corrective action regulations are summarized in the following table.



34



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##### Table of Contents

|                                                           |  |                   |           |   |                           |   |           |  
|---------------------------------------------------------- |  | ----------------- | --------- | - | ------------------------- | - | --------- | -
|(dollars in thousands)                                     |  | September 30,2005 |           |   | Restated December 31,2004 |  
|Total equity capital per consolidated financial statements |  | $                 | 627,972   |   |                           | $ | 618,423   |  
|Qualifying trust preferred securities                      |  |                   | 129,000   |   |                           |   | 164,000   |  
|Minimum pension liability                                  |  |                   | (1,365    | ) |                           |   | (1,365    | )
|Accumulated other comprehensive loss                       |  |                   | 11,882    |   |                           |   | 1,635     |  
|                                                           |  |                   |           |   |                           |   |           |  
|Adjusted capital                                           |  |                   | 767,489   |   |                           |   | 782,693   |  
|Adjustments for tier 1 capital:                            |  |                   |           |   |                           |   |           |  
|Goodwill and disallowed intangible assets                  |  |                   | (266,638  | ) |                           |   | (269,078  | )
|                                                           |  |                   |           |   |                           |   |           |  
|Total tier 1 capital                                       |  |                   | 500,851   |   |                           |   | 513,615   |  
|                                                           |  |                   |           |   |                           |   |           |  
|Adjustments for tier 2 capital:                            |  |                   |           |   |                           |   |           |  
|Allowance for loan losses                                  |  |                   | 46,049    |   |                           |   | 46,169    |  
|Allowance for letter of credit losses                      |  |                   | 454       |   |                           |   | 474       |  
|                                                           |  |                   |           |   |                           |   |           |  
|Total tier 2 capital adjustments                           |  |                   | 46,503    |   |                           |   | 46,643    |  
|                                                           |  |                   |           |   |                           |   |           |  
|Total regulatory capital                                   |  | $                 | 547,354   |   |                           | $ | 560,258   |  
|                                                           |  |                   |           |   |                           |   |           |  
|Risk-weighted assets                                       |  | $                 | 4,615,790 |   |                           | $ | 4,346,229 |  
|Quarterly regulatory average assets                        |  |                   | 6,075,202 |   |                           |   | 6,198,284 |  



|                                                 |  |       |   |  |       |   |  |                               |   |  |                         |  
|------------------------------------------------ |  | ----- | - |  | ----- | - |  | ----------------------------- | - |  | ----------------------- | -
|                                                 |  |       |   | 
|                                                 |  |       |   |  |       |   |  | MinimumRegulatoryRequirements |   |  | To be WellCapitalized |  
|Ratios:                                          |  |       |   |  |       |   |  |                               |   |  |                         |  
|Tier 1 leverage                                  |  | 8.24  | % |  | 8.29  | % |  | 4.00                          | % |  | 5.00                    | %
|Tier 1 capital to risk-weighted assets           |  | 10.85 |   |  | 11.82 |   |  | 4.00                          |   |  | 6.00                    |  
|Total regulatory capital to risk-weighted assets |  | 11.86 |   |  | 12.89 |   |  | 8.00                          |   |  | 10.00                   |  



On March 31, 2005, the
Corporation redeemed $30.0 million in aggregate principal amount of 10% Junior Subordinated Debentures to Provident Trust II. The Junior Subordinated Debentures had a final stated maturity of March 31, 2030, but were callable at par beginning
on March 31, 2005. Additionally, on July 15, 2005, the Corporation redeemed $5.0 million in aggregate principal amount of 11% Junior Subordinated Debentures to Southern Trust I. The Junior Subordinated Debentures were callable beginning
July 15, 2005 and had a final stated maturity of July 15, 2030.



35



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##### Table of Contents

RESULTS OF OPERATIONS



DISCUSSION AND RECONCILIATION OF NET INCOME AND OPERATING INCOME



Although operating income is not a measure of performance calculated in accordance with GAAP, the Corporation believes that operating income measures are
important because the Corporation believes that they provide readers with a more meaningful presentation of the Corporations core results of operations from period to period. The Corporation calculates operating income by adding or
subtracting, as the case may be, income gains and losses on sales of securities and gains and losses associated with corrections to the Corporations derivative accounting method as described in Note 2 to the Condensed Consolidated Financial
Statements (which are included in the net income measures) because the Corporation believes those items are not reflective of the Corporations core results of operations. The Corporation believes that operating income measures are useful to
investors seeking to evaluate its operating performance and to compare its performance with other companies in the banking industry that also report operating income. Operating income should not be considered in isolation or as a substitute for net
income, cash flows from operating activities, or other income or cash flow statement data prepared in accordance with GAAP. Moreover, the manner in which the Corporation calculates operating income may differ from that of other companies reporting
measures with similar names. A reconciliation of the Corporations net income and operating income for the three months ended September 30, 2005 and September 30, 2004 follows, and a table presenting a similar reconciliation for the nine months
ended September 30, 2005 and 2004 follows below:



For Three Months Ended
September 30, 2005 Compared to Three Months Ended September 30, 2004



|                                              |      |                                 |        |      |          |   |        |  
|--------------------------------------------- | ---- | ------------------------------- | ------ | ---- | -------- | - | ------ | -
|(dollars in thousands, except per share data) |      | Three months endedSeptember 30, |       
|                                              | 2005 |                                 |        | 2004 |         
|                                              |      |                                 |        |      | Restated |  
|Net income, as reported                       |      | $                               | 18,253 |      |          | $ | 19,507 |  
|Gains (losses) net of tax:                    |      |                                 |        |      |          |   |        |  
|Net gains                                     |      |                                 | 884    |      |          |   | 464    |  
|Derivative gains (losses) on swaps            |      |                                 | (3,207 | )    |          |   | 2,160  |  
|Tax effect                                    |      |                                 | 714    |      |          |   | (890   | )
|                                              |      |                                 |        |      |          |   |        |  
|Total gains (losses) net of tax               |      |                                 | (1,609 | )    |          |   | 1,734  |  
|                                              |      |                                 |        |      |          |   |        |  
|Operating net income                          |      | $                               | 19,862 |      |          | $ | 17,773 |  
|                                              |      |                                 |        |      |          |   |        |  
|Non-interest income, as reported              |      | $                               | 27,737 |      |          | $ | 31,282 |  
|Gains (losses):                               |      |                                 |        |      |          |   |        |  
|Net gains                                     |      |                                 | 884    |      |          |   | 464    |  
|Derivative gains (losses) on swaps            |      |                                 | (3,207 | )    |          |   | 2,160  |  
|                                              |      |                                 |        |      |          |   |        |  
|Total gains (losses)                          |      |                                 | (2,323 | )    |          |   | 2,624  |  
|                                              |      |                                 |        |      |          |   |        |  
|Operating non-interest income                 |      | $                               | 30,060 |      |          | $ | 28,658 |  
|                                              |      |                                 |        |      |          |   |        |  
|Return on assets, as reported                 |      |                                 | 1.14   | %    |          |   | 1.21   | %
|Total gains (losses) net of tax               |      |                                 | (0.10  | )%   |          |   | 0.11   | %
|                                              |      |                                 |        |      |          |   |        |  
|Operating return on assets                    |      |                                 | 1.25   | %    |          |   | 1.10   | %
|                                              |      |                                 |        |      |          |   |        |  
|Return on equity                              |      |                                 | 11.49  | %    |          |   | 13.01  | %
|Total gains (losses) net of tax               |      |                                 | (1.01  | )%   |          |   | 1.16   | %
|                                              |      |                                 |        |      |          |   |        |  
|Operating return on equity                    |      |                                 | 12.51  | %    |          |   | 11.86  | %
|                                              |      |                                 |        |      |          |   |        |  
|Return on common equity                       |      |                                 | 11.41  | %    |          |   | 12.95  | %
|Total gains (losses) net of tax               |      |                                 | (1.01  | )%   |          |   | 1.15   | %
|                                              |      |                                 |        |      |          |   |        |  
|Operating return on common equity             |      |                                 | 12.42  | %    |          |   | 11.80  | %
|                                              |      |                                 |        |      |          |   |        |  



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##### Table of Contents

Overview



The Corporation recorded net income of $18.3 million or $0.54 per diluted share in the quarter ended September 30, 2005 compared to $19.5 million and $0.58 per
diluted share in third quarter 2004. Operating net income increased by $2.1 million, to $19.9 million, in the quarter ended September 30, 2005, an increase over third quarter 2004 of 11.8%. As a result of the corrections relating to the
accounting treatment of swaps described in Note 2 to the Condensed Consolidated Financial Statements, return on assets and return on common equity decreased from 1.21% and 12.95%, respectively at September 30, 2004 to 1.14% and 11.41%, respectively,
at September 30, 2005. However, the Corporation showed improvement in its key performance measurements over the third quarter 2004 as operating return on assets and operating return on common equity were 1.25% and 12.42% respectively, in the quarter
ended September 30, 2005 compared to 1.10% and 11.80%, respectively over the prior year quarter.



Solid loan growth of $316 million in the Corporations core business segments and the continued effects of the Southern Financial merger provided continued improvement in the quantity as well as quality of
earnings. This improvement was accomplished on a lower level of average assets and debt and a higher level of capital. A reduction in earnings of $1.2 million from the third quarter 2004 resulted from a $1.7 million increase in net interest income
and a $1.3 million decrease in credit costs, offset by a decrease in non-interest income of $3.5 million and an increase of $2.6 million in non-interest expense.



The financial results reflect the continued balance sheet transition toward growing loans and deposits in core business segments. An
overview of the strategies is discussed on pages 23 and 24 of Managements Discussion and Analysis of Financial Condition and Results of Operations. The net interest margin was 3.55%, as compared to 3.37% for the same quarter last year. Asset
quality continues to remain strong, as non-performing assets to loans were 0.73% and charge-offs to average loans were 0.15% for the quarter.



Net Interest Income



The Corporations principal source of revenue is net interest income, which is the difference between interest income on earning assets and interest expense on deposits and borrowings. Interest income is
presented on a tax-equivalent basis to recognize associated tax benefits in order to provide a basis for comparison of yields with taxable earning assets. The table on the following pages analyzes the reasons for the changes from period-to-period in
the principal elements that comprise net interest income. Rate and volume variances presented for each component will not total the variances presented on totals of interest income and interest expense because of shifts from period-to-period in the
relative mix of interest-earning assets and interest-bearing liabilities.



37



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##### Table of Contents

Consolidated Average Balances and Analysis of Changes in Tax Equivalent Net Interest Income

Three Months Ended September 30, 2005 and 2004



|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|--------------------------------------------- |  | ------------------------------------- | --------- | - | ---------------------------------------------- | - | ------ | ---------- |  | ---- | -------------- |  | - | -------------- | - |  | ---------- | ------ | - |  | ---- | -
|                                              |  | Three Months Ended September 30, 2005 |           |   | Three Months Ended Restated September 30, 2004 |  
|(dollars in thousands) (tax-equivalent
basis) |  | AverageBalance                        |           |   | Income/Expense                                 |   |        | Yield/Rate |  |      | AverageBalance |  |   | Income/Expense |   |  | Yield/Rate |       
|Assets:                                       |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Interest-earning assets:                      |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Originated and acquired residential           |  | $                                     | 541,096   |   |                                                | $ | 7,704  |            |  | 5.65 | %              |  | $ | 752,686        |   |  | $          | 11,609 |   |  | 6.14 | %
|Home equity                                   |  |                                       | 831,987   |   |                                                |   | 11,984 |            |  | 5.71 |                |  |   | 628,990        |   |  |            | 7,492  |   |  | 4.74 |  
|Marine                                        |  |                                       | 425,131   |   |                                                |   | 5,656  |            |  | 5.28 |                |  |   | 442,846        |   |  |            | 5,767  |   |  | 5.18 |  
|Other consumer                                |  |                                       | 35,825    |   |                                                |   | 732    |            |  | 8.11 |                |  |   | 50,723         |   |  |            | 961    |   |  | 7.54 |  
|Commercial mortgage                           |  |                                       | 473,748   |   |                                                |   | 7,582  |            |  | 6.35 |                |  |   | 481,197        |   |  |            | 6,953  |   |  | 5.75 |  
|Residential construction                      |  |                                       | 346,975   |   |                                                |   | 6,145  |            |  | 7.03 |                |  |   | 221,051        |   |  |            | 2,960  |   |  | 5.33 |  
|Commercial construction                       |  |                                       | 318,166   |   |                                                |   | 5,143  |            |  | 6.41 |                |  |   | 270,890        |   |  |            | 3,182  |   |  | 4.67 |  
|Commercial business                           |  |                                       | 662,337   |   |                                                |   | 10,936 |            |  | 6.55 |                |  |   | 682,948        |   |  |            | 9,483  |   |  | 5.52 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total loans                                   |  |                                       | 3,635,265 |   |                                                |   | 55,882 |            |  | 6.10 |                |  |   | 3,531,331      |   |  |            | 48,407 |   |  | 5.45 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Loans held for sale                           |  |                                       | 8,163     |   |                                                |   | 120    |            |  | 5.83 |                |  |   | 5,832          |   |  |            | 90     |   |  | 6.14 |  
|Short-term investments                        |  |                                       | 4,170     |   |                                                |   | 49     |            |  | 4.66 |                |  |   | 11,045         |   |  |            | 79     |   |  | 2.85 |  
|Taxable investment securities                 |  |                                       | 1,950,598 |   |                                                |   | 23,065 |            |  | 4.69 |                |  |   | 2,160,363      |   |  |            | 23,646 |   |  | 4.35 |  
|Tax-advantaged investment securities          |  |                                       | 13,539    |   |                                                |   | 213    |            |  | 6.24 |                |  |   | 16,407         |   |  |            | 291    |   |  | 7.06 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total investment securities                   |  |                                       | 1,964,137 |   |                                                |   | 23,278 |            |  | 4.70 |                |  |   | 2,176,770      |   |  |            | 23,937 |   |  | 4.37 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total interest-earning assets                 |  |                                       | 5,611,735 |   |                                                |   | 79,329 |            |  | 5.61 |                |  |   | 5,724,978      |   |  |            | 72,513 |   |  | 5.04 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Less: allowance for loan losses               |  |                                       | (46,361   | ) |                                                |   |        |            |  |      |                |  |   | (47,460        | ) |  |            |        |   |  |      |  
|Cash and due from banks                       |  |                                       | 145,111   |   |                                                |   |        |            |  |      |                |  |   | 142,175        |   |  |            |        |   |  |      |  
|Other assets                                  |  |                                       | 617,688   |   |                                                |   |        |            |  |      |                |  |   | 583,616        |   |  |            |        |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total assets                                  |  | $                                     | 6,328,173 |   |                                                |   |        |            |  |      |                |  | $ | 6,403,309      |   |  |            |        |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Liabilities and Stockholders Equity:         |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Interest-bearing liabilities:                 |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Demand/money market deposits                  |  | $                                     | 1,200,301 |   |                                                |   | 3,598  |            |  | 1.19 |                |  | $ | 1,172,167      |   |  |            | 1,907  |   |  | 0.65 |  
|Savings deposits                              |  |                                       | 732,295   |   |                                                |   | 533    |            |  | 0.29 |                |  |   | 765,647        |   |  |            | 562    |   |  | 0.29 |  
|Direct time deposits                          |  |                                       | 805,572   |   |                                                |   | 5,543  |            |  | 2.73 |                |  |   | 884,275        |   |  |            | 4,382  |   |  | 1.97 |  
|Brokered time deposits                        |  |                                       | 359,334   |   |                                                |   | 3,879  |            |  | 4.28 |                |  |   | 340,209        |   |  |            | 4,293  |   |  | 5.02 |  
|Short-term borrowings                         |  |                                       | 747,498   |   |                                                |   | 5,609  |            |  | 2.98 |                |  |   | 709,426        |   |  |            | 2,287  |   |  | 1.28 |  
|Long-term debt                                |  |                                       | 1,008,028 |   |                                                |   | 9,940  |            |  | 3.91 |                |  |   | 1,108,085      |   |  |            | 10,541 |   |  | 3.78 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total interest-bearing liabilities            |  |                                       | 4,853,028 |   |                                                |   | 29,102 |            |  | 2.38 |                |  |   | 4,979,809      |   |  |            | 23,972 |   |  | 1.92 |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Noninterest-bearing demand deposits           |  |                                       | 814,400   |   |                                                |   |        |            |  |      |                |  |   | 797,625        |   |  |            |        |   |  |      |  
|Other liabilities                             |  |                                       | 26,186    |   |                                                |   |        |            |  |      |                |  |   | 26,642         |   |  |            |        |   |  |      |  
|Stockholders equity                          |  |                                       | 634,559   |   |                                                |   |        |            |  |      |                |  |   | 599,233        |   |  |            |        |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Total liabilities and stockholders equity    |  | $                                     | 6,328,173 |   |                                                |   |        |            |  |      |                |  | $ | 6,403,309      |   |  |            |        |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Net interest-earning assets                   |  | $                                     | 758,707   |   |                                                |   |        |            |  |      |                |  | $ | 745,169        |   |  |            |        |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Net interest income (tax-equivalent)          |  |                                       |           |   |                                                |   | 50,227 |            |  |      |                |  |   |                |   |  |            | 48,541 |   |  |      |  
|Less: tax-equivalent adjustment               |  |                                       |           |   |                                                |   | (134   | )          |  |      |                |  |   |                |   |  |            | (191   | ) |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Net interest income                           |  |                                       |           |   |                                                | $ | 50,093 |            |  |      |                |  |   |                |   |  | $          | 48,350 |   |  |      |  
|                                              |  |                                       |           |   |                                                |   |        |            |  |      |                |  |   |                |   |  |            |        |   |  |      |  
|Net yield on interest-earning assets          |  |                                       |           |   |                                                |   |        |            |  | 3.55 | %              |  |   |                |   |  |            |        |   |  | 3.37 | %



38



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##### Table of Contents

Consolidated Average Balances and Analysis of Changes in Tax Equivalent Net Interest Income (Continued)

|Three | Months Ended September 30, 2005 and 2004
|----- | ----------------------------------------



|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|--------------------------------------------- |  | -------------------------------------- | -------- | - | --------------------------------------------------------- | ----- | -- | -------------- | - | ------ | ------- |  | ----- | ----------- |  | - | ------------- | - |  | - | ------ | -
|                                              |  | Quarter to Quarter Increase/(Decrease) |          |   | Quarter to QuarterIncome/ExpenseVariance Due to Change In |      
|(dollars in thousands) (tax-equivalent
basis) |  | AverageBalance                         |          |   | %Change                                                   |       |    | Income/Expense |   |        | %Change |  |       | AverageRate |  |   | AverageVolume |  
|Assets:                                       |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Interest-earning assets:                      |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Originated and acquired residential           |  | $                                      | (211,590 | ) |                                                           | (28.1 | )% |                | $ | (3,905 | )       |  | (33.6 | )%          |  | $ | (860          | ) |  | $ | (3,045 | )
|Home equity                                   |  |                                        | 202,997  |   |                                                           | 32.3  |    |                |   | 4,492  |         |  | 60.0  |             |  |   | 1,750         |   |  |   | 2,742  |  
|Marine                                        |  |                                        | (17,715  | ) |                                                           | (4.0  | )  |                |   | (111   | )       |  | (1.9  | )           |  |   | 113           |   |  |   | (224   | )
|Other consumer                                |  |                                        | (14,898  | ) |                                                           | (29.4 | )  |                |   | (229   | )       |  | (23.8 | )           |  |   | 69            |   |  |   | (298   | )
|Commercial mortgage                           |  |                                        | (7,449   | ) |                                                           | (1.5  | )  |                |   | 629    |         |  | 9.0   |             |  |   | 736           |   |  |   | (107   | )
|Residential construction                      |  |                                        | 125,924  |   |                                                           | 57.0  |    |                |   | 3,185  |         |  | 107.6 |             |  |   | 1,143         |   |  |   | 2,042  |  
|Commercial construction                       |  |                                        | 47,276   |   |                                                           | 17.5  |    |                |   | 1,961  |         |  | 61.6  |             |  |   | 1,335         |   |  |   | 626    |  
|Commercial business                           |  |                                        | (20,611  | ) |                                                           | (3.0  | )  |                |   | 1,453  |         |  | 15.3  |             |  |   | 1,744         |   |  |   | (291   | )
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total loans                                   |  |                                        | 103,934  |   |                                                           | 2.9   |    |                |   | 7,475  |         |  | 15.4  |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Loans held for sale                           |  |                                        | 2,331    |   |                                                           | 40.0  |    |                |   | 30     |         |  | 33.3  |             |  |   | (5            | ) |  |   | 35     |  
|Short-term investments                        |  |                                        | (6,875   | ) |                                                           | (62.2 | )  |                |   | (30    | )       |  | (38.0 | )           |  |   | 35            |   |  |   | (65    | )
|Taxable investment securities                 |  |                                        | (209,765 | ) |                                                           | (9.7  | )  |                |   | (581   | )       |  | (2.5  | )           |  |   | 1,784         |   |  |   | (2,365 | )
|Tax-advantaged investment securities          |  |                                        | (2,868   | ) |                                                           | (17.5 | )  |                |   | (78    | )       |  | (26.8 | )           |  |   | (31           | ) |  |   | (47    | )
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total investment securities                   |  |                                        | (212,633 | ) |                                                           | (9.8  | )  |                |   | (659   | )       |  | (2.8  | )           |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total interest-earning assets                 |  |                                        | (113,243 | ) |                                                           | (2.0  | )  |                |   | 6,816  |         |  | 9.4   |             |  |   | 8,249         |   |  |   | (1,433 | )
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Less: allowance for loan losses               |  |                                        | 1,099    |   |                                                           | (2.3  | )  |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Cash and due from banks                       |  |                                        | 2,936    |   |                                                           | 2.1   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Other assets                                  |  |                                        | 34,072   |   |                                                           | 5.8   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total assets                                  |  | $                                      | (75,136  | ) |                                                           | (1.2  | )  |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Liabilities and Stockholders Equity:         |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Interest-bearing liabilities:                 |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Demand/money market deposits                  |  | $                                      | 28,134   |   |                                                           | 2.4   |    |                |   | 1,691  |         |  | 88.7  |             |  |   | 1,644         |   |  |   | 47     |  
|Savings deposits                              |  |                                        | (33,352  | ) |                                                           | (4.4  | )  |                |   | (29    | )       |  | (5.2  | )           |  |   | (6            | ) |  |   | (23    | )
|Direct time deposits                          |  |                                        | (78,703  | ) |                                                           | (8.9  | )  |                |   | 1,161  |         |  | 26.5  |             |  |   | 1,578         |   |  |   | (417   | )
|Brokered time deposits                        |  |                                        | 19,125   |   |                                                           | 5.6   |    |                |   | (414   | )       |  | (9.6  | )           |  |   | (649          | ) |  |   | 235    |  
|Short-term borrowings                         |  |                                        | 38,072   |   |                                                           | 5.4   |    |                |   | 3,322  |         |  | 145.3 |             |  |   | 3,192         |   |  |   | 130    |  
|Long-term debt                                |  |                                        | (100,057 | ) |                                                           | (9.0  | )  |                |   | (601   | )       |  | (5.7  | )           |  |   | 356           |   |  |   | (957   | )
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total interest-bearing liabilities            |  |                                        | (126,781 | ) |                                                           | (2.5  | )  |                |   | 5,130  |         |  | 21.4  |             |  |   | 5,750         |   |  |   | (620   | )
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Noninterest-bearing demand deposits           |  |                                        | 16,775   |   |                                                           | 2.1   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Other liabilities                             |  |                                        | (456     | ) |                                                           | (1.7  | )  |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Stockholders equity                          |  |                                        | 35,326   |   |                                                           | 5.9   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total liabilities and stockholders equity    |  | $                                      | (75,136  | ) |                                                           | (1.2  | )  |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest-earning assets                   |  | $                                      | 13,538   |   |                                                           | 1.8   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest income (tax-equivalent)          |  |                                        |          |   |                                                           |       |    |                |   | 1,686  |         |  | 3.5   |             |  | $ | 2,499         |   |  | $ | (813   | )
|Less: tax-equivalent adjustment               |  |                                        |          |   |                                                           |       |    |                |   | 57     |         |  | (29.8 | )           |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest income                           |  |                                        |          |   |                                                           |       |    |                | $ | 1,743  |         |  | 3.6   |             |  |   |               |   |  |   |        |  
|                                              |  |                                        |          |   |                                                           |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  



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The net interest margin, on a tax-equivalent basis, increased 18 basis points to 3.55% and was driven by the continuation
of our balance sheet transitioning and by the solid growth in core lending activities. Managements strategy to replace lower net interest earning assets with higher net interest earning assets has been very successful. The Corporation has seen
solid loan growth in its home equity and construction loan portfolios since the same period a year ago. Growth in these portfolios was offset by planned declines in non-core investments, originated and acquired residential portfolios. Overall,
average earning assets decreased $113.2 million to $5.6 billion fueled by a $212.6 million reduction in investment securities partially offset by loan growth of $103.9 million. The yields on investments and loans grew 33 and 65 basis points,
respectively. The yield increase in the portfolio was the result of the restructuring program initiated last year which placed greater emphasis on variable rate securities, as well as a decline in prepayments. Interest-bearing liabilities decreased
$127 million while the average rate paid increased 46 basis points. The increase in the average rate paid was primarily due to an increase in short-term borrowings which replaced direct CDs and long-term debt. Interest expense benefited further from
a $17 million increase in average noninterest-bearing deposit balances during the quarter.



The 5.61% yield on earning assets correspondingly increased as a result of the loan growth that more than offset the increased funding costs of 2.38%. Net interest income on a tax-equivalent basis was $50.2 million in
third quarter 2005, compared to $48.5 million in third quarter 2004. Total interest income increased $6.8 million and total interest expense increased $5.1 million resulting in the growth in net interest income of $1.7 million.



The corporation has an ongoing risk management strategy of using derivative transactions to
maintain a stable net interest margin. As a result of derivative transactions undertaken to mitigate the affect of interest rate risk on the Corporation, interest income decreased by $74 thousand and interest expense increased by $179 thousand, for
a total decrease of $253 thousand in net interest income relating to derivative transactions for the quarter ended September 30, 2005.



Future growth in net interest income will depend upon consumer and commercial loan demand, growth in deposits and the general level of interest rates.



Provision for Loan Losses



The Corporations underwriting and collection efforts, as well as aggressive management
of potential problem loans resulted in a provision for loan losses of $826 thousand in third quarter 2005 compared to $2.1 million in third quarter 2004. Net charge-offs were $1.4 million, or 0.15% of average loans, in third quarter 2005 compared to
$2.6 million, or 0.30% of average loans, in third quarter 2004. Acquired residential loan net charge-offs as a percentage of average acquired residential loans continued to decline during the period, from 0.64% in third quarter 2004 to 0.09% in
third quarter 2005.



Non-Interest Income



Non-interest income decreased to $27.7 million from $31.3 million in third quarter 2004.
Operating non-interest income grew $1.4 million, or 4.9%, from 2004.Deposit fee income increased 10.5%, reflecting
increases mainly in consumer deposit fees. The increase in consumer deposit fees was a result of implementing a number of fundamental processing changes. Net cash settlement on swaps, representing interest income and expense on non-designated
interest rate swaps, decreased $1.5 million from third quarter 2004, as a result of rising short-term interest rates. Providents non-designated interest rate swaps are predominantly receive fixed/pay LIBOR positions. LIBOR rates have increased
approximately 200 basis points from third quarter 2004 to third quarter 2005. Other non-interest income benefited from increases in mortgage banking income and income associated with bank owned life insurance.



Net gains were $884 thousand in third quarter 2005, compared to net gains of $464 thousand in
third quarter 2004. Third quarter 2005 included investment/borrowing transactions that were focused on reducing fixed rate mortgage-backed securities to reduce interest rate risk. These transactions generated net gains of $709 thousand. The third
quarter of 2005 also included net gains of $175 thousand primarily from the sale of loans. Prior years gains were primarily the result of a





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$2.4 million gain from the sale of below investment grade corporate securities. These gains were partially offset by
losses of $2.3 million from the extinguishment of $185 million of FHLB borrowings. Derivative gains (losses) on swaps shifted $5.4 million, from a net gain of $2.0 million in the 2004 third quarter to a net loss of $3.2 million in the 2005 third
quarter. This shift resulted from the previously noted rise in short-term interest rates.



Non-Interest Expense



Exclusive of the
$1.1 million of merger expense incurred in the third quarter 2004, non-interest expense increased by $3.8 million, or 8.0%. Salaries and employee benefits had the largest change, rising $2.8 million, or 12.2%. This increase is mainly attributable to
increases in costs associated with incentive programs due to high levels of production in both consumer and commercial lending, as well as increased relative labor costs from internal or acquired brand expansion along with the competition in the
employment market. Non-interest expense also includes $900 thousand in costs related to regulatory compliance obligation primarily related to the cost of compliance with the Sarbanes-Oxley Act of 2002. The remaining increase represented costs
associated with expanding the Banks footprint and the related infrastructure.



Income Taxes



The Corporation accounts for income taxes under
the asset/liability method. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax
bases, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period indicated by the enactment date. A valuation allowance is established against deferred tax assets when in the
judgment of management, it is more likely than not that such deferred tax assets will not become realizable. The judgment about the level of future taxable income is dependent to a great extent on matters that may at least in part, be beyond the
Banks control. It is at least reasonably possible that managements judgment about the need for a valuation allowance for deferred taxes could change in the near term. The valuation allowance relating to certain operating losses, was $2.0
million at September 30, 2005 versus $1.7 million at December 31, 2004.



The Corporation recorded income tax expense of $8.1 million based on pre-tax income of $26.4 million, representing an effective tax rate of 30.7% in third quarter 2005. In third quarter 2004, the Corporation recorded a tax expense of $10.0
million on pre-tax income of $29.5 million, an effective tax rate of 33.9%. The primary reasons for the decrease in the effective tax rate is due to the increase in tax-advantaged income and tax credits associated with affordable housing investments
from 2004 to the third quarter of 2005.



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For Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004



|                                              |      |                                |        |      |          |   |        |   
|--------------------------------------------- | ---- | ------------------------------ | ------ | ---- | -------- | - | ------ | --
|(dollars in thousands, except per share data) |      | Nine months endedSeptember 30, |       
|                                              | 2005 |                                |        | 2004 |         
|                                              |      |                                |        |      | Restated |  
|Net income, as reported                       |      | $                              | 53,980 |      |          | $ | 43,127 |   
|Gains (losses) net of tax:                    |      |                                |        |      |          |   |        |   
|Net gains                                     |      |                                | 814    |      |          |   | (6,597 | ) 
|Derivative gains (losses) on swaps            |      |                                | (3,106 | )    |          |   | 2,636  |   
|Tax effect                                    |      |                                | 715    |      |          |   | 1,314  |   
|                                              |      |                                |        |      |          |   |        |   
|Total gains (losses) net of tax               |      |                                | (1,577 | )    |          |   | (2,647 | ) 
|                                              |      |                                |        |      |          |   |        |   
|Operating net income                          |      | $                              | 55,557 |      |          | $ | 45,774 |   
|                                              |      |                                |        |      |          |   |        |   
|Non-interest income, as reported              |      | $                              | 83,965 |      |          | $ | 72,178 |   
|Gains (losses):                               |      |                                |        |      |          |   |        |   
|Net gains                                     |      |                                | 814    |      |          |   | (6,597 | ) 
|Derivative gains (losses) on swaps            |      |                                | (3,106 | )    |          |   | 2,636  |   
|                                              |      |                                |        |      |          |   |        |   
|Total gains (losses)                          |      |                                | (2,292 | )    |          |   | (3,961 | ) 
|                                              |      |                                |        |      |          |   |        |   
|Operating non-interest income                 |      | $                              | 86,257 |      |          | $ | 76,139 |   
|                                              |      |                                |        |      |          |   |        |   
|Return on assets, as reported                 |      |                                | 1.13   | %    |          |   | 0.97   | % 
|Total gains (losses) net of tax               |      |                                | (0.03  | )%   |          |   | (0.06  | )%
|                                              |      |                                |        |      |          |   |        |   
|Operating return on assets                    |      |                                | 1.16   | %    |          |   | 1.03   | % 
|                                              |      |                                |        |      |          |   |        |   
|Return on equity                              |      |                                | 11.59  | %    |          |   | 12.10  | % 
|Total gains (losses) net of tax               |      |                                | (0.34  | )%   |          |   | (0.74  | )%
|                                              |      |                                |        |      |          |   |        |   
|Operating return on equity                    |      |                                | 11.92  | %    |          |   | 12.84  | % 
|                                              |      |                                |        |      |          |   |        |   
|Return on common equity                       |      |                                | 11.52  | %    |          |   | 11.99  | % 
|Total gains (losses) net of tax               |      |                                | (0.34  | )%   |          |   | (0.74  | )%
|                                              |      |                                |        |      |          |   |        |   
|Operating return on common equity             |      |                                | 11.86  | %    |          |   | 12.72  | % 
|                                              |      |                                |        |      |          |   |        |   



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The Corporation recorded net income of $54.0 million or $1.60 per diluted share for the nine months ended
September 30, 2005, compared to $43.1 million or $1.44 per diluted share in the prior year. As a result of the corrections relating to the accounting treatment of swaps described in Note 2 to the Condensed Consolidation Financial Statements,
return on assets was 1.13% and return on common equity was 11.52% compared to .97% and 11.99%, respectively. Operating net income increased by $9.8 million, to $55.6 million for the nine months ended September 30, 3005, an increase of 21.4%
from period to period. Operating return on assets was 1.16% and operating return on common equity was 11.86% compared to 1.03% and 12.72%, respectively.



Year to date results include a one-time after-tax decrease of $699,000, or $0.02 per diluted share, to reflect the cumulative impact of a modification of the
Corporations accounting practices related to leased facilities. Like many other publicly-traded companies that have a significant number of leased facilities, the Corporation is conforming its method of accounting for rent expense for leases
that contain fixed escalations in rent payments, in order to be consistent with accounting guidance. As the adjustment was not material to any prior period financial statements, the full lease accounting adjustment was recorded in the second quarter
of 2005 in occupancy expense. While the lease accounting adjustment accelerates rent expense from future periods, it does not affect historical or future cash flows or the timing or amounts of rent payments.



Net Interest Income



Tax-equivalent net interest income for the nine months of 2005 increased $15.0 million to $148.7 million compared to 2004, a 11.3% increase
from period to period. Interest income increased $32.6 million and interest expense increased $17.6 million. Growth of $288.8 million in interest-earning assets, accompanied by a 52 basis point yield increase, more than offset the $227.2 million
increase in interest-bearing liabilities whose rate increased 39 basis points. This resulted in the net yield on earning assets increasing to 3.50% in 2005 from 3.31% in 2004. The growth in the net yield further benefited from the $99.2 million
growth in non-interest bearing deposits.



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Consolidated Average Balances and Analysis of Changes in Tax Equivalent Net Interest Income

Nine Months Ended September 30, 2005 and 2004



|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|--------------------------------------------- |  | ------------------------------------ | --------- | - | --------------------------------------------- | - | ------- | ---------- |  | ---- | -------------- |  | - | -------------- | - |  | ---------- | ------- | - |  | ---- | -
|                                              |  | Nine Months Ended September 30, 2005 |           |   | Nine Months Ended Restated September 30, 2004 |  
|(dollars in thousands) (tax-equivalent
basis) |  | AverageBalance                       |           |   | Income/Expense                                |   |         | Yield/Rate |  |      | AverageBalance |  |   | Income/Expense |   |  | Yield/Rate |        
|Assets:                                       |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Interest-earning assets:                      |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Originated and acquired residential           |  | $                                    | 594,610   |   |                                               | $ | 26,017  |            |  | 5.85 | %              |  | $ | 721,774        |   |  | $          | 32,721  |   |  | 6.06 | %
|Home equity                                   |  |                                      | 776,815   |   |                                               |   | 31,914  |            |  | 5.49 |                |  |   | 573,778        |   |  |            | 20,137  |   |  | 4.69 |  
|Marine                                        |  |                                      | 428,619   |   |                                               |   | 16,649  |            |  | 5.19 |                |  |   | 452,198        |   |  |            | 17,496  |   |  | 5.17 |  
|Other consumer                                |  |                                      | 36,292    |   |                                               |   | 2,255   |            |  | 8.31 |                |  |   | 48,102         |   |  |            | 2,748   |   |  | 7.63 |  
|Commercial mortgage                           |  |                                      | 478,941   |   |                                               |   | 22,042  |            |  | 6.15 |                |  |   | 411,063        |   |  |            | 16,919  |   |  | 5.50 |  
|Residential construction                      |  |                                      | 298,370   |   |                                               |   | 14,745  |            |  | 6.61 |                |  |   | 198,676        |   |  |            | 7,228   |   |  | 4.86 |  
|Commercial construction                       |  |                                      | 297,877   |   |                                               |   | 13,481  |            |  | 6.05 |                |  |   | 248,956        |   |  |            | 7,523   |   |  | 4.04 |  
|Commercial business                           |  |                                      | 672,403   |   |                                               |   | 32,186  |            |  | 6.40 |                |  |   | 558,253        |   |  |            | 24,518  |   |  | 5.87 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total loans                                   |  |                                      | 3,583,927 |   |                                               |   | 159,289 |            |  | 5.94 |                |  |   | 3,212,800      |   |  |            | 129,290 |   |  | 5.38 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Loans held for sale                           |  |                                      | 6,722     |   |                                               |   | 295     |            |  | 5.87 |                |  |   | 5,875          |   |  |            | 263     |   |  | 5.98 |  
|Short-term investments                        |  |                                      | 7,581     |   |                                               |   | 156     |            |  | 2.75 |                |  |   | 9,656          |   |  |            | 129     |   |  | 1.78 |  
|Taxable investment securities                 |  |                                      | 2,070,631 |   |                                               |   | 71,746  |            |  | 4.63 |                |  |   | 2,148,152      |   |  |            | 69,051  |   |  | 4.29 |  
|Tax-advantaged investment securities          |  |                                      | 13,034    |   |                                               |   | 689     |            |  | 7.07 |                |  |   | 16,571         |   |  |            | 902     |   |  | 7.27 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total investment securities                   |  |                                      | 2,083,665 |   |                                               |   | 72,435  |            |  | 4.65 |                |  |   | 2,164,723      |   |  |            | 69,953  |   |  | 4.32 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total interest-earning assets                 |  |                                      | 5,681,895 |   |                                               |   | 232,175 |            |  | 5.46 |                |  |   | 5,393,054      |   |  |            | 199,635 |   |  | 4.94 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Less: allowance for loan losses               |  |                                      | (45,999   | ) |                                               |   |         |            |  |      |                |  |   | (42,398        | ) |  |            |         |   |  |      |  
|Cash and due from banks                       |  |                                      | 138,541   |   |                                               |   |         |            |  |      |                |  |   | 134,196        |   |  |            |         |   |  |      |  
|Other assets                                  |  |                                      | 616,861   |   |                                               |   |         |            |  |      |                |  |   | 432,932        |   |  |            |         |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total assets                                  |  | $                                    | 6,391,298 |   |                                               |   |         |            |  |      |                |  | $ | 5,917,784      |   |  |            |         |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Liabilities and Stockholders Equity:         |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Interest-bearing liabilities:                 |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Demand/money market deposits                  |  | $                                    | 1,145,382 |   |                                               |   | 8,743   |            |  | 1.02 |                |  | $ | 1,064,789      |   |  |            | 4,946   |   |  | 0.62 |  
|Savings deposits                              |  |                                      | 747,168   |   |                                               |   | 1,619   |            |  | 0.29 |                |  |   | 750,781        |   |  |            | 1,645   |   |  | 0.29 |  
|Direct Time deposits                          |  |                                      | 796,497   |   |                                               |   | 14,857  |            |  | 2.49 |                |  |   | 797,083        |   |  |            | 11,658  |   |  | 1.95 |  
|Brokered Time deposits                        |  |                                      | 374,987   |   |                                               |   | 12,418  |            |  | 4.43 |                |  |   | 299,304        |   |  |            | 12,227  |   |  | 5.46 |  
|Short-term borrowings                         |  |                                      | 779,558   |   |                                               |   | 14,901  |            |  | 2.56 |                |  |   | 656,426        |   |  |            | 5,230   |   |  | 1.06 |  
|Long-term debt                                |  |                                      | 1,090,252 |   |                                               |   | 30,915  |            |  | 3.79 |                |  |   | 1,138,288      |   |  |            | 30,163  |   |  | 3.54 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total interest-bearing liabilities            |  |                                      | 4,933,844 |   |                                               |   | 83,453  |            |  | 2.26 |                |  |   | 4,706,671      |   |  |            | 65,869  |   |  | 1.87 |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Noninterest-bearing demand deposits           |  |                                      | 805,273   |   |                                               |   |         |            |  |      |                |  |   | 706,120        |   |  |            |         |   |  |      |  
|Other liabilities                             |  |                                      | 25,773    |   |                                               |   |         |            |  |      |                |  |   | 24,376         |   |  |            |         |   |  |      |  
|Stockholders equity                          |  |                                      | 626,408   |   |                                               |   |         |            |  |      |                |  |   | 480,617        |   |  |            |         |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Total liabilities and stockholders equity    |  | $                                    | 6,391,298 |   |                                               |   |         |            |  |      |                |  | $ | 5,917,784      |   |  |            |         |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Net interest-earning assets                   |  | $                                    | 748,051   |   |                                               |   |         |            |  |      |                |  | $ | 686,383        |   |  |            |         |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Net interest income (tax-equivalent)          |  |                                      |           |   |                                               |   | 148,722 |            |  |      |                |  |   |                |   |  |            | 133,766 |   |  |      |  
|Less: tax-equivalent adjustment               |  |                                      |           |   |                                               |   | (520    | )          |  |      |                |  |   |                |   |  |            | (591    | ) |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Net interest income                           |  |                                      |           |   |                                               | $ | 148,202 |            |  |      |                |  |   |                |   |  | $          | 133,175 |   |  |      |  
|                                              |  |                                      |           |   |                                               |   |         |            |  |      |                |  |   |                |   |  |            |         |   |  |      |  
|Net yield on interest-earning assets          |  |                                      |           |   |                                               |   |         |            |  | 3.50 | %              |  |   |                |   |  |            |         |   |  | 3.31 | %



44



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##### Table of Contents

Consolidated Average Balances and Analysis of Changes in Tax Equivalent Net Interest Income (Continued)

Nine Months Ended September 30, 2005 and 2004



|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|--------------------------------------------- |  | ----------------------------- | -------- | - | ------------------------------------------------- | ----- | -- | -------------- | - | ------ | ------- |  | ----- | ----------- |  | - | ------------- | - |  | - | ------ | -
|                                              |  | 2005/2004 Increase/(Decrease) |          |   | 2005/2004 Income/ExpenseVariance Due to Change In |      
|(dollars in thousands) (tax-equivalent
basis) |  | AverageBalance                |          |   | %Change                                           |       |    | Income/Expense |   |        | %Change |  |       | AverageRate |  |   | AverageVolume |  
|Assets:                                       |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Interest-earning assets:                      |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Originated and acquired residential           |  | $                             | (127,164 | ) |                                                   | (17.6 | )% |                | $ | (6,704 | )       |  | (20.5 | )%          |  | $ | (1,083        | ) |  | $ | (5,621 | )
|Home equity                                   |  |                               | 203,037  |   |                                                   | 35.4  |    |                |   | 11,777 |         |  | 58.5  |             |  |   | 3,847         |   |  |   | 7,930  |  
|Marine                                        |  |                               | (23,579  | ) |                                                   | (5.2  | )  |                |   | (847   | )       |  | (4.8  | )           |  |   | 84            |   |  |   | (931   | )
|Other consumer                                |  |                               | (11,810  | ) |                                                   | (24.6 | )  |                |   | (493   | )       |  | (17.9 | )           |  |   | 227           |   |  |   | (720   | )
|Commercial mortgage                           |  |                               | 67,878   |   |                                                   | 16.5  |    |                |   | 5,123  |         |  | 30.3  |             |  |   | 2,148         |   |  |   | 2,975  |  
|Residential construction                      |  |                               | 99,694   |   |                                                   | 50.2  |    |                |   | 7,517  |         |  | 104.0 |             |  |   | 3,138         |   |  |   | 4,379  |  
|Commercial construction                       |  |                               | 48,921   |   |                                                   | 19.7  |    |                |   | 5,958  |         |  | 79.2  |             |  |   | 4,275         |   |  |   | 1,683  |  
|Commercial business                           |  |                               | 114,150  |   |                                                   | 20.4  |    |                |   | 7,668  |         |  | 31.3  |             |  |   | 2,360         |   |  |   | 5,308  |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total loans                                   |  |                               | 371,127  |   |                                                   | 11.6  |    |                |   | 29,999 |         |  | 23.2  |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Loans held for sale                           |  |                               | 847      |   |                                                   | 14.4  |    |                |   | 32     |         |  | 12.2  |             |  |   | (5            | ) |  |   | 37     |  
|Short-term investments                        |  |                               | (2,075   | ) |                                                   | (21.5 | )  |                |   | 27     |         |  | 20.9  |             |  |   | 59            |   |  |   | (32    | )
|Taxable investment securities                 |  |                               | (77,521  | ) |                                                   | (3.6  | )  |                |   | 2,695  |         |  | 3.9   |             |  |   | 5,266         |   |  |   | (2,571 | )
|Tax-advantaged investment securities          |  |                               | (3,537   | ) |                                                   | (21.3 | )  |                |   | (213   | )       |  | (23.6 | )           |  |   | (25           | ) |  |   | (188   | )
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total investment securities                   |  |                               | (81,058  | ) |                                                   | (3.7  | )  |                |   | 2,482  |         |  | 3.5   |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total interest-earning assets                 |  |                               | 288,841  |   |                                                   | 5.4   |    |                |   | 32,540 |         |  | 16.3  |             |  |   | 21,541        |   |  |   | 10,999 |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Less: allowance for loan losses               |  |                               | (3,601   | ) |                                                   | 8.5   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Cash and due from banks                       |  |                               | 4,345    |   |                                                   | 3.2   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Other assets                                  |  |                               | 183,929  |   |                                                   | 42.5  |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total assets                                  |  | $                             | 473,514  |   |                                                   | 8.0   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Liabilities and Stockholders Equity:         |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Interest-bearing liabilities:                 |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Demand/money market deposits                  |  | $                             | 80,593   |   |                                                   | 7.6   |    |                |   | 3,797  |         |  | 76.8  |             |  |   | 3,398         |   |  |   | 399    |  
|Savings deposits                              |  |                               | (3,613   | ) |                                                   | (0.5  | )  |                |   | (26    | )       |  | (1.6  | )           |  |   | (17           | ) |  |   | (9     | )
|Direct Time deposits                          |  |                               | (586     | ) |                                                   | (0.1  | )  |                |   | 3,199  |         |  | 27.4  |             |  |   | 3,207         |   |  |   | (8     | )
|Brokered Time deposits                        |  |                               | 75,683   |   |                                                   | 25.3  |    |                |   | 191    |         |  | 1.6   |             |  |   | (2,558        | ) |  |   | 2,749  |  
|Short-term borrowings                         |  |                               | 123,132  |   |                                                   | 18.8  |    |                |   | 9,671  |         |  | 184.9 |             |  |   | 8,530         |   |  |   | 1,141  |  
|Long-term debt                                |  |                               | (48,036  | ) |                                                   | (4.2  | )  |                |   | 752    |         |  | 2.5   |             |  |   | 2,068         |   |  |   | (1,316 | )
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total interest-bearing liabilities            |  |                               | 227,173  |   |                                                   | 4.8   |    |                |   | 17,584 |         |  | 26.7  |             |  |   | 14,294        |   |  |   | 3,290  |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Noninterest-bearing demand deposits           |  |                               | 99,153   |   |                                                   | 14.0  |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Other liabilities                             |  |                               | 1,397    |   |                                                   | 5.7   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Stockholders equity                          |  |                               | 145,791  |   |                                                   | 30.3  |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Total liabilities and stockholders equity    |  | $                             | 473,514  |   |                                                   | 8.0   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest-earning assets                   |  | $                             | 61,668   |   |                                                   | 9.0   |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest income (tax-equivalent)          |  |                               |          |   |                                                   |       |    |                |   | 14,956 |         |  | 11.2  |             |  | $ | 7,247         |   |  | $ | 7,709  |  
|Less: tax-equivalent adjustment               |  |                               |          |   |                                                   |       |    |                |   | 71     |         |  | (12.0 | )           |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  
|Net interest income                           |  |                               |          |   |                                                   |       |    |                | $ | 15,027 |         |  | 11.3  |             |  |   |               |   |  |   |        |  
|                                              |  |                               |          |   |                                                   |       |    |                |   |        |         |  |       |             |  |   |               |   |  |   |        |  



45



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##### Table of Contents

Provision for Loan Losses



The provision for loan losses for the first nine months of 2005 was $4.6 million, versus $6.0 million compared to the first nine months of
2004. Net charge-offs were $4.7 million in 2005 compared to $6.5 million in 2004. Net charge-offs as a percentage of average loans were 0.18% in 2005 compared to 0.27% in 2004.



Non-Interest Income



Total non-interest income increased to $84.0 million for the nine months ended September 30, 2005 from $72.2 million for the nine months ended September 30,
2004. Operating non-interest income increased 13.3% to $86.3 million for the nine months in 2005. The majority of
this increase was due to a $3.8 million increase in deposit service charges and $2.9 million in income associated with bank owned life insurance policies maintained by the Corporation.



Net gains were $0.8 million for the nine months ended September 30, 2005, compared to net losses of $6.6 million for the nine months
ended September 30, 2004. In 2004, net losses from the sales of securities were $3.9 million, driven by the $8.1 million loss from balance sheet restructuring transactions associated with 2004 merger. Net cash settlements for non-designated
derivatives for the nine months ending September 30, 2005 totaled $3.3 million, a $1.9 million increase from the same period in 2004. The increase resulted primarily from experiencing a reduction in expense attributable to Pay Fixed / Receive
LIBOR swaps which more than offset a reduction in income on Receive Fixed / Pay LIBOR swaps. Both Pay Fixed and Receive Fixed swaps experienced declines in the spread between their fixed rates and their variable rates due to a significant increase
in LIBOR rates throughout 2005. Derivative gains (losses) on interest rate swaps shifted $5.7 million, from a gain of $2.6 million for the nine months ended September 30, 3004 to a net loss of $3.1 million for the same period in 2005. Increases
in short-term interest rates produced the decline in market value.



Non-Interest Expense



Non-interest expense of $149.1 million
for the nine months ended September 30, 2005 increased $14.3 million, or 10.6%, compared to the same period one year ago. The nine months ended September 30, 2005 included a reduction to non-interest expense of $1.6 million related to the
Corporations termination of the post-retirement benefit plan and a one-time charge for occupancy expense of $1.0 million. The same period for 2004 included merger expense of $3.3 million. Exclusive of these items, non-interest expense
increased $18.2 million or 13.8%. The increase from year to year is primarily attributable to the merger, which had
five months of expense included in the 2004 results versus 2005 which had a full nine months expense. Additional items contributing to this increase were employee incentives, a mutual separation with an executive who departed the company, benefits,
occupancy for branches acquired in the merger, and cost of compliance with the Sarbanes-Oxley Act of 2002.



Income Taxes



The Corporation recorded
income tax expense of $24.5 million in the first nine months of 2005 based on pre-tax income of $78.5 million, a 31.2% effective tax rate, as compared to pre-tax income of $64.5 million and an effective tax rate of 33.2% for 2004. Increases in tax
advantaged income and tax credits associated with affordable housing investments were the primarily reasons for the decline in the effective tax rate from 2004 to 2005.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



For information regarding market risk at December 31, 2004, see Interest Sensitivity Management and Note 10 to the Condensed Consolidated Financial Statements in the Corporations Form 10-K filed
with the Securities and Exchange Commission on March 16, 2005. The market risk of the Corporation has not experienced any material changes as of September 30, 2005 from December 31, 2004. Additionally, refer to Item 2 
Managements Discussion and Analysis of Financial Condition and Results of Operations for additional quantitative and qualitative discussions about market risk at September 30, 2005.



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##### Table of Contents

Item 4. Controls and Procedures



The
Corporations management, including the Corporations principal executive officer and principal financial officer, have evaluated the effectiveness of the Corporations disclosure controls and procedures, as such term is
defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act). This evaluation included consideration of a deficiency in the disclosure controls and procedures relating to the accounting
for derivatives. As a result of this deficiency, errors occurred in the Corporations application of the short-cut method of fair value hedge accounting under Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133) to certain of its derivative securities. This is described in Note 2 of the unaudited consolidated financial statements for the three and nine
month periods ending September 30, 2005. The errors in the application of SFAS No. 133 will result in the restatement of the Corporations financial statements at and for the quarters ended June 30, 2005 and March 31, 2005;
and at and for the year ended December 31, 2004. Based upon that evaluation, the Corporations principal executive officer and principal financial officer concluded that a material weakness existed in the Corporations internal
control over financial reporting and that, as of the end of the period covered by this report, the Corporations disclosure controls and procedures were not effective.



No change in the Corporations internal control over financial reporting occurred during the quarter ended September 30, 2005 that
has materially affected, or is reasonably likely to materially affect, the Corporations internal control over financial reporting. However due to the above-referenced deficiency, subsequent to September 30, 2005, the Corporation has
re-designated its derivative financial instruments as hedges utilizing the long haul method of effectiveness testing, and as a result, will apply hedge accounting treatment for the derivatives for future periods. The Corporation is in
the process of designing various modifications to its internal control over financial reporting for derivatives that it acquires in the future, including introducing the necessary documentation to achieve fair value and cash flow hedge accounting
treatment for those derivatives.



PART II  OTHER INFORMATION



Item 1. Legal Proceedings



The Corporation
is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Management believes such routine legal proceedings, in the aggregate, will not have a material adverse affect on the
Corporations financial condition or results of operation.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



During 1998, the Corporation initiated a stock repurchase program for its outstanding stock. Under this plan the Corporation approved the repurchase of specific additional amounts of shares without any specific
expiration date. As the Corporation fulfilled each specified repurchase amount, additional amounts were approved. Most recently, on June 17, 2005, the Corporation approved an additional stock repurchase of up to 1.3 million shares from
time to time subject to market conditions. Currently, the maximum number of shares remaining to be purchased under this plan is 1,404,616. All shares have been repurchased pursuant to the publicly announced plan. The repurchase plan will continue
until it is completed or terminated by the Board of Directors. No plans expired during the three months ended September 30, 2005. The Corporation has no plans that it elected to terminate prior to expiration or under which it does not intend to
make further purchases.



The following table provides certain information with
regard to shares repurchased by the Corporation in the third quarter of 2005.



47



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##### Table of Contents

|                           |  |                                |  |                            |       |                                           |         |                                                            |          
|-------------------------- |  | ------------------------------ |  | -------------------------- | ----- | ----------------------------------------- | ------- | ---------------------------------------------------------- | ---------
|Period                     |  | Total Numberof SharesPurchased |  | AveragePrice Paidper Share |       | Total Number ofShares PurchasedUnder Plan |         | Maximum Numberof Shares Remainingto be PurchasedUnder Plan
|July 1 - July 31           |  |                               |  | $                          |      |                                           |        |                                                            | 1,516,603
|August 1 - August 31       |  |                               |  |                            |      |                                           |        |                                                            | 1,516,603
|September 1 - September 30 |  | 111,987                        |  |                            | 34.05 |                                           | 111,987 |                                                            | 1,404,616
|                           |  |                                |  |                            |       |                                           |         |                                                            |          
|Total                      |  | 111,987                        |  | $                          | 34.05 |                                           | 111,987 |                                                            | 1,404,616
|                           |  |                                |  |                            |       |                                           |         |                                                            |          



Item 3. Defaults Upon Senior Securities  None



Item 4. Submission of Matters to a Vote of Security Holders - None



Item 5. Other Information  None



Item 6. Exhibits



The exhibits and financial statements filed as a part of this report are as follows:



|       |  |                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------
|(2.0)  |  | Agreement and Plan of Reorganization between Provident Bankshares Corporation and Southern Financial Bancorp, Inc. (1)
|       | 
|(3.1)  |  | Articles of Incorporation of Provident Bankshares Corporation (2)                                                     
|       | 
|(3.2)  |  | Articles of Amendment to the Articles of Incorporation of Provident Bankshares Corporation (2)                        
|       | 
|(3.3)  |  | Fifth Amended and Restated By-Laws of Provident Bankshares Corporation (3)                                            
|       | 
|(10.1) |  | Form of Change in Control Agreement (4)                                                                               
|       | 
|(11.0) |  | Statement re: Computation of Per Share Earnings (5)                                                                   
|       | 
|(31.1) |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                     
|       | 
|(31.2) |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                     
|       | 
|(32.1) |  | Section 1350 Certification of Chief Executive Officer                                                                 
|       | 
|(32.2) |  | Section 1350 Certification of Chief Financial Officer                                                                 

---

|(1) | Incorporated by reference from Registrants Form 8-K (File No. 0-16421) filed with the Commission on November 4, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from Registrants Registration Statement on Form S-8 (File No. 33-58881) filed with the Commission on July 10, 1998.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from Registrants Annual Report on Form 10-K (File No. 0-16421) for the year ended December 31, 2004, filed with the Commission on March 16,
2005.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from the Registrants Quarterly Report on Form 10-Q (File No. 0-16421) for the quarter ended March 31, 2005, filed with the Commission on
May 10, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Included in Note 14 to the Unaudited Condensed Consolidated Financial Statements.
|--- | ---------------------------------------------------------------------------------



48



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |                              |  |                                                                         
|----------------- |  | ---------------------------- |  | ------------------------------------------------------------------------
|                  |  | Principal Executive Officer:
|                  |  |                             
|November 16, 2005 |  | By                           |  | /s/ GARY N. GEISEL                                                      
|                  |  |                              |  | Gary N. Geisel Chairman of the Board and Chief Executive Officer        
|                  | 
|                  |  | Principal Financial Officer:
|                  |  |                             
|November 16, 2005 |  | By                           |  | /s/ DENNIS A. STARLIPER                                                 
|                  |  |                              |  | Dennis A. Starliper Executive Vice President
and Chief Financial Officer



49



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##### Table of Contents

EXHIBIT INDEX



|        |  |                                                                  
|------- |  | -----------------------------------------------------------------
|EXHIBIT |  | DESCRIPTION                                                      
|31.1    |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|        | 
|31.2    |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|        | 
|32.1    |  | Section 1350 Certification of Chief Executive Officer            
|        | 
|32.2    |  | Section 1350 Certification of Chief Financial Officer