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Provident Bankshares Corporation Announces Earnings for Second Quarter 2004; Consumer and Commercial Business Results Drive Growth; Provident Closes on Strategic Merger with Southern Financial Bancorp

    BALTIMORE, July 22 /PRNewswire-FirstCall/ -- Provident Bankshares
Corporation (Nasdaq: PBKS), the parent company of Provident Bank, today
reported $10.5 million in net income or $0.34 per diluted share, for the
second quarter of 2004.
    The Company remained focused on key strategies to grow its regional
banking business and continued to expand its territory and customer base while
maintaining strong asset quality. During the quarter, the Company closed on
its merger with Southern Financial Bancorp, Inc.  Consequently, the balance
sheet growth during the second quarter 2004 was driven to a large extent by
this merger.  Successful execution of key business strategies drove total
average loans for the quarter up $782 million, or 31%, over the second quarter
2003. Asset quality remained strong, with net loan charge-offs as a percentage
of average loans declining 25%, to 21 basis points. Deposit growth was also
solid with average demand and money market deposit balances increasing 29% and
34%, respectively.

    Second Quarter Financial Highlights
    --  Net interest margin improved to 3.31% from 3.18% for the 2003 second
       quarter
    --  Non-interest income (excluding net losses) grew 9% from the
       comparable period in 2003
    --  Asset quality remained strong as net charge-offs as a percentage of
       average loans declined 25% to 21 basis points from 28 basis points
       last year
    --  Average loans increased $782 million, or 31%, from the 2003 second
       quarter, of which $324 million represented organic Provident growth
    --  Average deposits, excluding brokered time deposits, increased $625
       million, or 22%, from the 2003 second quarter, of which $146 million
       represented organic Provident growth

    Second Quarter Results
    Provident Bankshares reported net income for the quarter ending June 30,
2004 of $10.5 million, a decrease of 14% over the second quarter of 2003. This
represents earnings of $0.34 per diluted share compared with $0.49 per diluted
share for the 2003 second quarter.  This decline was the result of planned
balance sheet restructuring coincident with the Southern Financial merger.
During the quarter, the Company recognized an $8 million pre-tax net loss on
securities, or $0.18 per diluted share, from these restructuring activities.
The merger provided the Company with a unique opportunity to decrease the size
of the investment portfolio in relation to total assets.
    Average loans increased 31% over the second quarter of 2003, driven by
strong loan demand in both the commercial and consumer business segments.
Average commercial real estate loans grew $298 million, or 50%, while
commercial business loans grew $220 million, or 59%. The increase in the
commercial loan portfolio also reflects the benefits derived from Southern
Financial's emphasis on commercial lending.  Average consumer loans rose $264
million, or 17%, with home equity loans and lines representing 70% of the
increase.
    Average deposits increased $606 million, or 19%, over the same quarter
last year. Demand and money market deposits showed increases of $282 million
and $154 million, respectively, through organic deposit growth and the
addition of Southern Financial deposits.  Average brokered deposits declined
$19 million.  While Provident's average brokered deposits declined $163
million from the 2003 second quarter; the merger with Southern Financial added
$144 million in callable time deposits during the quarter.
    The net interest margin on a tax equivalent basis improved to 3.31%,
compared to 3.18% for the second quarter 2003.  The improvement in net
interest margin is the result of combining the two companies' balance sheets
during the quarter.  The execution of the restructuring, which eliminated over
$400 million in low margin securities, should further improve the margin in
future quarters.
    Non-interest income, excluding net losses, grew 9% to $25.5 million, up
from $23.3 million in the second quarter 2003.  Provident also continued to
post solid fee income growth.  Total deposit service fees increased $1.8
million, or 9%, over the 2003 second quarter, driven by growth in commercial
and consumer deposit accounts and transaction volume in both the Baltimore and
Washington metropolitan markets.
    Total non-performing loans at June 30, 2004 were $29.7 million compared
with $19.4 million the same quarter a year ago.  This increase represents
loans acquired from the Southern Financial merger.  The level of non-
performing loans at June 30, 2004 is consistent with historical trends of the
two companies on a combined basis.  Net charge-offs of $1.7 million were
consistent with the 2003 second quarter amount, and the allowance for loan
losses, at 1.35% of period-end loans, was approximately 161% of non-performing
loans.
    Capital ratios remained sound.  The leverage ratio was 8.50%, compared to
7.51% in the second quarter of 2003.  Total risk-based capital increased to
13.25%, up from 13.10% at second quarter end 2003.

    Southern Financial Bancorp Inc. Merger
    Following the merger between Provident Bankshares and Southern Financial
on April 30, 2004, the Company successfully completed the conversion of the
Southern Financial deposit and loan customers to Provident's core processing
system on May 31, 2004, meeting its targeted "Customer Day One" of June 1,
2004. This strategic merger will strengthen Provident's commercial banking
market position in Virginia and metropolitan Washington, and provide the
opportunity to expand the Company's consumer banking presence into central and
eastern Virginia. Also, during the second quarter, the Company signed a
definitive agreement to sell three Norfolk/Tidewater area branches acquired in
the merger, because these branches were outside of the Company's strategic
footprint. The transaction is expected to close in the fourth quarter of 2004.

    Dividend Declared
    Provident Bankshares announced today that its Board of Directors has
declared a quarterly cash dividend of $0.255 per share.  This is the forty-
third consecutive quarterly dividend increase. The quarterly cash dividend
will be paid on August 13, 2004 to stockholders of record at the close of
business on August 2, 2004.

    Management Comment
    Commenting on the Company's second quarter performance, Chairman and CEO
Gary N. Geisel said, "I am pleased with our performance during the second
quarter of 2004.  We continued to focus on our key strategies and we saw
steady growth in both the consumer and commercial business lines. Our
successful closing and integration of our merger with Southern Financial and
the completion of our balance sheet repositioning also accelerated progress
toward our strategic goals, including improving our financial fundamentals.
    We believe the combined Provident-Southern franchise, what I call `The New
Provident,' will become a regional banking powerhouse that encompasses
Virginia and Maryland and the three major metropolitan markets of Baltimore,
Washington and Richmond.  This is a franchise that can respond equally well to
the needs of both consumer and commercial customers.  As a larger, more
geographically diverse organization, Provident will continue to provide the
products and services of our largest competitors, while delivering the level
of service found in only the best community banks."

    Key Business Strategies Continue to Drive Results
    Continued commitment to its key business strategies enabled Provident to
post positive results in the second quarter, despite economic and geopolitical
uncertainty. The Bank is well positioned for solid performance for the
remainder of 2004.

    Provident's key business strategies are:
    --   Broaden presence and customer base in the Virginia and Washington
         metropolitan markets

         Provident continued to increase its production from these key
         expansion areas.  The Southern Financial merger accelerated this
         expansion with the addition of thirty branches, based primarily in
         the Northern Virginia and Richmond metropolitan markets.  The
         acquisition drove much of the balance increases in this market
         during the quarter.  Average commercial and consumer deposits
         increased 125% and 59%, respectively. Average consumer transaction
         account balances increased 51% from $133 million in the second
         quarter of last year to $202 million in the current quarter. Average
         money market deposits increased 50% while savings deposits increased
         66%.

         In the current quarter, Provident more than doubled average consumer
         loan balances over the second quarter of 2003 in the
         Virginia/Washington metro markets, evidencing its ability to capture
         consumer loan demand in this market and the benefits of the Southern
         Financial merger.

    --   Grow commercial business in Maryland and Virginia

         Strong commercial deposit growth occurred with average transaction
         account balances growing 49%, and money market balances growing
         122%. Average commercial loan demand remained strong with Provident
         growing its average commercial portfolio by 56%. The increase in the
         commercial loan and deposit portfolios also reflects the benefits
         derived from Southern Financial's emphasis in commercial lending.

    --   Focus resources on growth in core business lines

         Core banking operations continued to drive Provident's positive
         results. Average consumer loan balances increased $264 million, or
         17%, over the 2003  second quarter. Provident's expertise in home
         equity lending resulted in an increase of 46% over the same quarter
         last year. Average commercial loans also increased during the
         quarter, up 56%, or $521 million, from the 2003 second quarter.
         This increase represented 56% commercial real estate and 44%
         commercial business loans. The addition of Southern Financial
         commercial loans represents $376 million, or 40% of the total
         increase, and reflects Southern Financial's focus on its commercial
         customer base.

         Total average deposits increased 19%, or $606 million, representing
         gains in demand, money market, savings and direct time deposits,
         with the strongest growth in money market and demand accounts of 34%
         and 29%, respectively.  Brokered time deposits declined $19 million
         to $338 million, or 9% of total deposits, in the 2004 second
         quarter.  Average deposits, excluding brokered time deposits, now
         represent 91% of total deposits, up from 89% in the second quarter
         2003.

    --   Improve financial fundamentals

         The leverage and total risk-based capital ratios were 8.50% and
         13.25%, up from 7.51% and 13.10%, respectively for the second
         quarter 2003.  Net interest margin improved to 3.31% from 3.18% for
         the same quarter last year.  The efficiency ratio also showed
         improvement, down to 65% from 67% for the respective periods.

         Asset quality remained strong, despite the increase in non-
         performing loans. Net charge-offs remained stable at $1.7 million.
         The current allowance for loan losses represents 6.4 times the
         quarter's annualized charge-off rate to average loans.

    Outlook for the Future
    Commenting on the future for Provident Bankshares, Chairman and CEO Gary
N. Geisel added, "We are excited about the opportunities the Southern
Financial merger provides us.  On the financial side, we will accelerate our
transition to a balance sheet that is more reflective of our core strategies,
with the financial fundamentals improvement that will follow.  On the business
side, we will continue Southern's emphasis on commercial and small business
customers in Southern's market area."

    Provident Bankshares Corporation is the holding company for Provident
Bank, the second largest independent commercial bank headquartered in
Maryland.  With $6.4 billion in assets, Provident serves individuals and
businesses in the dynamic Baltimore-Washington corridor through a network of
146 offices in Maryland, Virginia, and southern York County, PA.  Provident
Bank also offers related financial services through wholly owned subsidiaries.
Securities brokerage, investment management and related insurance services are
available through Provident Investment Center and leases through Court Square
Leasing and Provident Lease Corp.  Visit Provident on the web at
http://www.provbank.com.

    Special Note: Provident Bankshares Corporation's second quarter earnings
teleconference will be webcast at 10:00 a.m. (EDT) on Thursday, July 22, 2004.
The webcast can be accessed on the Provident website at
http://www.provbank.com.  The webcast will include discussions of the most
recent quarter's results of operations and may include forward-looking
information such as guidance on future results. A replay of the webcast will
be available until July 30, 2004.  An audio replay of the webcast will also be
available until 11:59 p.m. July 29, 2004 at 1-800-428-6051, passcode ID
361709.   Supplemental financial information will be posted on the Provident
website today in conjunction with the webcast and can be accessed by selecting
the link to Corporate Information and Investor Relations and then selecting
the link to Financial Reports.

    This Press Release, as well as other written communications made from time
to time by Provident Bankshares Corporation and subsidiaries (the "Company")
(including, without limitation, the Company's 2003 Annual Report to
Stockholders) and oral communications made from time to time by authorized
officers of the Company, may contain statements relating to the future results
of the Company (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 Company,
including with respect to earnings growth; revenue growth in consumer banking,
lending and other areas; origination volume in the Company's consumer,
commercial and other lending businesses; asset quality and levels of non-
performing assets; 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 Company claims the
protection of the safe harbor for forward-looking statements contained in the
PSLRA.
    The Company 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:
prevailing economic and geopolitical conditions; changes in interest rates,
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 Company's lending
businesses and the level of defaults, losses and prepayments on loans made by
the Company, whether held in portfolio or sold in the secondary markets;
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 acquisitions and related
integration and restructuring activities; and other economic, competitive,
governmental, regulatory and technological factors affecting the Company's
operations, pricing, products and services. The forward-looking statements are
made as of the date of this report, and, except as may be required by
applicable law or regulation, the Company 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.
    In the event that any non-GAAP financial information is described in any
written communication, including this press release, or in our teleconference,
please refer to the supplemental financial tables included with this release
and on our website for the GAAP reconciliation of this information.

                                TABLES FOLLOW

    PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
    FINANCIAL SUMMARY
    (dollars in thousands, except per share data)

                           Three Months Ended          Three Months Ended
                                June 30,                    March 31,
                      2004        2003  % Change        2004    % Change
    SUMMARY OF
     OPERATIONS:
    Net income      $10,500     $12,195   (13.9)%      $12,875   (18.4)%
    Net interest
     income          45,349      36,799    23.2         38,723    17.1
    Provision for
     loan losses      1,215       3,251   (62.6)         2,174   (44.1)
    Non-interest
     income          17,576      16,360     7.4         23,583   (25.5)
    Net gains
     (losses)        (7,877)     (6,892)   14.3            816    --
    Non-interest
     income, excluding
     net gains
     (losses)        25,453      23,252     9.5         22,767    11.8
    Non-interest
     expense         46,476      40,300    15.3         40,827    13.8
    Income tax
     expense          4,734      (2,587) (283.0)         6,430   (26.4)

    SHARE DATA:
    Basic earnings
     per share        $0.35       $0.50   (30.0)%        $0.52   (32.7)%
    Diluted
     earnings per
     share             0.34        0.49   (30.6)          0.51   (33.3)
    Cash dividends
     paid per
     share            0.250       0.230     8.7          0.245     2.0
    Book value
     per share        17.66       13.47    31.1          13.91    27.0
    Weighted average
     shares -
     basic       30,263,438  24,500,552    23.5     24,664,213    22.7
    Weighted average
     shares -
     diluted     30,812,528  25,085,553    22.8     25,350,116    21.5
    Common shares
     outstanding 32,997,873  24,565,237    34.3     24,759,037    33.3

    END OF PERIOD BALANCES:
    Investment
     securities
     portfolio   $2,175,961  $2,126,758     2.3%    $2,127,047     2.3%
    Total loans   3,519,519   2,579,365    36.4      2,829,936    24.4
    Assets        6,417,977   5,096,296    25.9      5,268,743    21.8
    Deposits      4,130,502   3,347,974    23.4      3,202,318    29.0
    Stockholders'
     equity         582,877     330,816    76.2        344,470    69.2
    Common
     stockholders'
     equity         597,052     317,926    87.8        342,511    74.3

    AVERAGE BALANCES:
    Investment
     securities
     portfolio   $2,223,952  $2,132,288     4.3%    $2,093,314     6.2%
    Loans:
      Residential real
       estate     1,306,016   1,037,912    25.8      1,198,015     9.0
      Other
       consumer     499,341     503,258    (0.8)       508,067    (1.7)
      Commercial
       real estate  893,331     595,641    50.0        708,358    26.1
      Commercial
       business     594,828     374,400    58.9        395,614    50.4
    Total loans   3,293,516   2,511,211    31.2      2,810,054    17.2
    Earning
     assets       5,541,428   4,657,849    19.0      4,909,109    12.9
    Assets        6,113,920   4,998,848    22.3      5,230,786    16.9
    Deposits:
      Noninterest-
       bearing      752,198     538,774    39.6        567,530    32.5
      Interest-
       bearing    3,067,141   2,674,138    14.7      2,503,680    22.5
    Total
     deposits     3,819,339   3,212,912    18.9      3,071,210    24.4
    Stockholders'
     equity         499,078     325,435    53.4        331,538    50.5
    Common
     stockholders'
     equity         508,892     308,020    65.2        332,423    53.1

    SELECTED RATIOS:
    Return on
     average
     assets           0.69%       0.98%                  0.99%
    Return on
     average
     equity            8.46       15.03                  15.62
    Return on
     average
     common
     equity            8.30       15.88                  15.58
    Net yield on
     average
     earning
     assets
     (t/e basis)       3.31        3.18                   3.19
    Efficiency
     ratio            65.46       66.92                  66.18
    Leverage
     ratio             8.50        7.51                   8.56
    Tier I risk-
     based capital
     ratio            12.08       12.01                  13.47
    Total risk-
     based capital
     ratio            13.25       13.10                  15.38


    PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES
    FINANCIAL SUMMARY
    (dollars in thousands, except per share data)

                                                      Six Months Ended
                                                          June 30,
                                                 2004      2003    % Change
    SUMMARY OF OPERATIONS:
    Net income                                 $23,375    $23,980     (2.5)%
    Net interest income                         84,072     72,426     16.1
    Provision for loan losses                    3,389      5,011    (32.4)
    Non-interest income                         41,159     38,951      5.7
    Net gains (losses)                          (7,061)    (5,645)    25.1
    Non-interest income, excluding net
     gains (losses)                             48,220     44,596      8.1
    Non-interest expense                        87,303     79,350     10.0
    Income tax expense                          11,164      3,036    267.7

    SHARE DATA:
    Basic earnings per share                     $0.85      $0.98    (13.3)%
    Diluted earnings per share                    0.83       0.96    (13.5)
    Cash dividends paid per share                0.495      0.455      8.8
    Book value per share                         17.66      13.47     31.1
    Weighted average shares - basic         27,465,996 24,443,021     12.4
    Weighted average shares - diluted       28,086,337 25,067,005     12.0
    Common shares outstanding               32,997,873 24,565,237     34.3

    END OF PERIOD BALANCES:
    Investment securities portfolio         $2,175,961 $2,126,758      2.3 %
    Total loans                              3,519,519  2,579,365     36.4
    Assets                                   6,417,977  5,096,296     25.9
    Deposits                                 4,130,502  3,347,974     23.4
    Stockholders' equity                       582,877    330,816     76.2
    Common stockholders' equity                597,052    317,926     87.8

    AVERAGE BALANCES:
    Investment securities portfolio         $2,158,633 $2,091,344      3.2 %
    Loans:
      Residential real estate                1,252,017  1,040,721     20.3
      Other consumer                           503,703    503,108      0.1
      Commercial real estate                   800,845    590,039     35.7
      Commercial business                      495,221    371,541     33.3
    Total loans                              3,051,786  2,505,409     21.8
    Earning assets                           5,225,269  4,609,411     13.4
    Assets                                   5,672,354  4,941,650     14.8
    Deposits:
      Noninterest-bearing                      659,864    504,418     30.8
      Interest-bearing                       2,785,410  2,675,807      4.1
    Total deposits                           3,445,274  3,180,225      8.3
    Stockholders' equity                       415,308    321,795     29.1
    Common stockholders' equity                420,658    305,201     37.8

    SELECTED RATIOS:
    Return on average assets                      0.83 %     0.98 %
    Return on average equity                     11.32      15.03
    Return on average common equity              11.17      15.84
    Net yield on average earning assets
     (t/e basis)                                  3.25       3.18
    Efficiency ratio                             65.79      67.61
    Leverage ratio                                8.50       7.51
    Tier I risk-based capital ratio              12.08      12.01
    Total risk-based capital ratio               13.25      13.10


SOURCE Provident Bankshares Corporation




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    Investment Community - Patricia Ferrick, +1-703-352-2583, both of
    Provident Bankshares