[LETTERHEAD OF RP FINANCIAL,LC.]

                                                 October 18, 2002




Board of Managers
The Provident Bank
830 Bergen Avenue
Jersey City, New Jersey 07306-4599

Re:  Plan of Conversion
     The Provident Bank

Members of the Board:

     All capitalized terms not otherwise defined in this letter have the
meanings given such terms in the Plan of Conversion (the "Plan") adopted by the
Board of Managers of The Provident Bank ("Provident" or the "Bank") whereby the
Bank will convert from a state chartered mutual savings bank to a state
chartered stock savings bank and issue all of the Bank's outstanding capital
stock to Provident Financial Services, Inc. ("Provident Financial").
Simultaneously, Provident Financial will issue shares of common stock.

     We understand that in accordance with the Plan, subscription rights to
purchase shares of common stock in Provident Financial are to be issued to: (1)
Eligible Account Holders; (2) ESOP; (3) Supplemental Eligible Account Holders;
and (4) employees, officers and directors of the Bank who are not eligible
depositors. Based solely upon our observation that the subscription rights will
be available to such parties without cost, will be legally non-transferable and
of short duration, and will afford such parties the right only to purchase
shares of common stock at the same price as will be paid by members of the
general public in the community offering, but without undertaking any
independent investigation of state or federal law or the position of the
Internal Revenue Service with respect to this issue, we are of the belief that,
as a factual matter:

     (1) the subscription rights will have no ascertainable market value; and,

     (2)  the price at which the subscription rights are exercisable will not be
          more or less than the pro forma market value of the shares upon
          issuance.

     Changes in the local and national economy, the legislative and regulatory
environment, the stock market, interest rates, and other external forces (such
as natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the Provident Financial's value alone. Accordingly, no
assurance can be given that persons who subscribe to shares of common stock in
the subscription offering will thereafter be able to buy or sell such shares at
the same price paid in the subscription offering.

                                              Sincerely,


                                              /s/ RP FINANCIAL, LC.