Common use of No Preference Clause in Contracts

No Preference. If this option is selected, a FSBI stockholder is indicating that he or she has no preference as to the form of consideration to be received, and will accept cash, shares of PFS common stock or a combination of both as determined by PFS and its exchange agent, Registrar and Transfer Company, based on what is available after other FSBI stockholders have made their elections. PFS cannot ensure that all FSBI stockholders will receive their election choices. The merger agreement provides that 60% of the outstanding shares of FSBI common stock will be exchanged for shares of PFS common stock and that 40% of the outstanding shares of FSBI common stock will be exchanged for cash. After the election deadline, PFS and the Exchange Agent will calculate the exact amount of cash and/or shares of PFS common stock to be distributed to each FSBI stockholder based on all valid elections received and in accordance with the allocation and proration procedures set forth in the merger agreement. If FSBI stockholders owning more than 60% of the outstanding shares of FSBI common stock elect to receive shares of PFS common stock, the amount of PFS common stock that each such FSBI stockholder would receive from PFS will be reduced on a pro rata basis. As a result of that pro rata reduction, these FSBI stockholders will receive cash for any FSBI shares for which they do not receive PFS common stock. Similarly, if stockholders owning more than 40% of the outstanding shares of FSBI common stock elect to receive cash for such shares, the amount of cash that each such FSBI stockholder would receive from PFS will be reduced on a pro rata basis. As a result of that pro rata reduction, these FSBI stockholders will receive PFS common stock for any FSBI shares for which they do not receive cash. The allocations and prorations will be based on the provisions of the merger agreement that is attached as Appendix A to the Joint Proxy Statement/Prospectus dated May , 2004. For your information and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents: (1) The Election Form that enables the FSBI stockholder to make an election and attach such stockholder’s stock certificate(s), along with a Substitute Form W-9 to certify such stockholder’s taxpayer identification/social security number. (2) The Substitute Form W-9 Guidelines. (3) An Election Information Booklet regarding the exchange process. (4) A Notice of Guaranteed Delivery to be used to make an election if none of the procedures for delivering the necessary certificates representing shares of FSBI common stock can be completed on a timely basis. (5) A proposed client letter, which you may wish to use to obtain election instructions for your clients. YOUR PROMPT ACTION IS REQUIRED. PLEASE CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. PLEASE NOTE THAT THE RIGHT TO MAKE AN ELECTION WILL EXPIRE ON , 2004. For an election to be valid, a duly executed and properly completed election form (or facsimile thereof), including any required signature guarantees and any other documents, should be sent to Registrar and Transfer Company, the Exchange Agent, together with either certificate(s) representing surrendered shares or timely confirmation of their book-entry transfer, in accordance with the instructions contained in the Notice of Guaranteed Delivery. Stockholders whose certificate(s) are not immediately available or who cannot deliver such certificate(s) and all other documents to the Exchange Agent, or who cannot complete the procedures for book-entry transfer, prior to the Expiration Date must surrender their shares according to the procedure for guaranteed delivery set forth in the enclosed Notice of Guaranteed Delivery. No fees or commissions will be payable by FSBI or any officer, director, shareholder, agent, or other representative of FSBI to any broker, dealer or other person for soliciting surrender of shares pursuant to the election (other than fees paid to the Exchange Agent for their services in connection with the election and exchange process). FSBI will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a nominee or in a fiduciary capacity. Any inquiries you may have with respect to the election should be addressed to Registrar and Transfer Company, Corporate Actions, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; phone toll-free ▇-▇▇▇-▇▇▇-▇▇▇▇. Additional copies of the enclosed materials may be obtained from the Exchange Agent at the same address and telephone number. FIRST SENTINEL BANCORP, INC. PROVIDENT FINANCIAL SERVICES, INC. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chairman, Chief Executive Officer and President The right to make an election will expire at 5:00 p.m., Eastern time, on , 2004. The time and date of the expiration of the election period is herein referred to as the “election deadline” and is more fully explained in the “Election Information Booklet”. Unless we have otherwise advised you, it is imperative that we receive your properly completed Election Form prior to the election deadline in order to properly fulfill your instructions. To Our Clients: On June 23, 2004, stockholders of each of First Sentinel Bancorp, Inc. (“FSBI”) and Provident Financial Services, Inc. (“PFS”) will vote on a merger agreement. If approved, the merger between FSBI and PFS is expected to be completed on or about June 30, 2004. Pursuant to the terms of the merger agreement, which are more fully explained in the Joint Proxy Statement/Prospectus dated May , 2004 either recently delivered to you or which you will receive shortly, FSBI stockholders have the following election options, subject to the allocation and proration procedures set forth in the merger agreement. For a more detailed description of the following election options, see the Joint Proxy Statement/Prospectus. The election options are: 1. Exchange all shares of FSBI common stock for cash. FSBI stockholders will receive $22.25 for each share of FSBI common stock owned, subject to the allocation and proration procedures described in the merger agreement. 2. Exchange all shares of FSBI common stock for shares of PFS common stock. FSBI stockholders will receive 1.0920 shares of PFS common stock for each share of FSBI common stock owned, subject to the allocation and proration procedures described in the merger agreement. No fractional shares will be issued, and FSBI stockholders will receive a cash payment without interest in lieu of fractional shares. 3. Exchange all shares of FSBI common stock for a combination of cash and shares of PFS common stock. FSBI stockholders may choose to exchange a portion of their shares of FSBI common stock for shares of PFS common stock and the balance of their shares of FSBI common stock for cash. If an FSBI stockholder elects to receive a combination of cash and shares of common stock of PFS, such FSBI stockholder will receive 1.0920 shares of PFS common stock for each share of FSBI common stock so designated by that stockholder and each remaining share of FSBI common stock held by that stockholder will be exchanged for $22.25 in cash, subject to the proration procedures described in the merger agreement. No fractional shares will be issued and FSBI stockholders will receive a cash payment without interest in lieu of fractional shares.

No Preference. If this option is selected, a FSBI stockholder is indicating that he or she has no preference as to the form of consideration to be received, and will accept cash, shares of PFS common stock or a combination of both as determined by PFS and its exchange agentExchange Agent, Registrar and Transfer Company, based on what is available after other FSBI stockholders have made their elections. · The election period expires at 5:00 p.m., Eastern time, on , 2004. The companies anticipate the effective date of the merger to occur on or about June 30, 2004. Unless we have otherwise advised you, it is imperative that we receive your instructions prior to the expiration date. · If you miss our processing deadline, we may be unable to comply with your election preference. PFS and its exchange agent will determine whether cash, shares of PFS common stock or a combination of cash and shares of PFS will be distributed to you pursuant to the allocation and proration procedures described in the merger agreement. · PFS cannot ensure that all FSBI stockholders will receive their election choices. The merger agreement provides that 60% of the outstanding shares of FSBI common stock will be exchanged for shares of PFS common stock and that 40% of the outstanding shares of FSBI common stock will be exchanged for cash. After the election deadline, PFS and the Exchange Agent will calculate the exact amount of cash and/or shares of PFS common stock to be distributed to each FSBI stockholder based on all valid elections received and in accordance with the allocation and proration procedures set forth in the merger agreement. If FSBI stockholders owning more than 60% of the outstanding shares of FSBI common stock elect to receive shares of PFS common stock, the amount of PFS common stock that each such FSBI stockholder would receive from PFS will be reduced on a pro rata basis. As a result of that pro rata reduction, these FSBI stockholders will receive cash for any FSBI shares for which they do not receive PFS common stock. Similarly, if stockholders owning more than 40% of the outstanding shares of FSBI common stock elect to receive cash for such shares, the amount of cash that each such FSBI stockholder would receive from PFS will be reduced on a pro rata basis. As a result of that pro rata reduction, these FSBI stockholders will receive PFS common stock for any FSBI shares for which they do not receive cash. The allocations and prorations will be based on the provisions of the merger agreement that is attached as Appendix A to the Joint Proxy Statement/Prospectus dated May , 2004. For · An exchange for cash will be treated as a sale of stock. Because individual circumstances may differ, you should consult your information and for forwarding tax advisor to those of your clients for whom you hold shares registered in your name or in determine the name of your nominee, we are enclosing the following documents: (1) The Election Form that enables the FSBI stockholder to make an election and attach such stockholder’s stock certificate(s), along with a Substitute Form W-9 to certify such stockholder’s taxpayer identification/social security number. (2) The Substitute Form W-9 Guidelines. (3) An Election Information Booklet regarding the exchange process. (4) A Notice of Guaranteed Delivery to be used to make an election if none tax effects of the procedures for delivering the necessary certificates representing shares of FSBI common stock can be completed on a timely basis. (5) A proposed client letter, which you may wish to use to obtain election instructions for your clients. YOUR PROMPT ACTION IS REQUIRED. PLEASE CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. PLEASE NOTE THAT THE RIGHT TO MAKE AN ELECTION WILL EXPIRE ON , 2004. For an election to be valid, a duly executed and properly completed election form (or facsimile thereof)merger, including any required signature guarantees the application and any other documentseffect of foreign, should be sent to Registrar and Transfer Companyfederal, the Exchange Agentstate, together with either certificate(s) representing surrendered shares or timely confirmation of their book-entry transfer, in accordance with the instructions contained in the Notice of Guaranteed Delivery. Stockholders whose certificate(s) are not immediately available or who cannot deliver such certificate(s) and all other documents to the Exchange Agent, or who cannot complete the procedures for book-entry transfer, prior to the Expiration Date must surrender their shares according to the procedure for guaranteed delivery set forth in the enclosed Notice of Guaranteed Delivery. No fees or commissions will be payable by FSBI or any officer, director, shareholder, agent, local or other representative of FSBI to any broker, dealer or other person for soliciting surrender of shares pursuant to the election (other than fees paid to the Exchange Agent for their services in connection with the election and exchange process)tax laws. FSBI will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to Please provide your clients whose shares are held by you as a nominee or in a fiduciary capacity. Any inquiries you may have with respect to the election should be addressed to Registrar and Transfer Company, Corporate Actions, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; phone toll-free ▇-▇▇▇-▇▇▇-▇▇▇▇. Additional copies of the enclosed materials may be obtained from the Exchange Agent at the same address and telephone number. FIRST SENTINEL BANCORP, INC. PROVIDENT FINANCIAL SERVICES, INC. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ President and Chief Executive Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chairman, Chief Executive Officer and President The right to make an election will expire at 5:00 p.m., Eastern time, on , 2004. The time and date of the expiration of the election period is herein referred to as the “election deadline” and is more fully explained in the “Election Information Booklet”. Unless we have otherwise advised you, it is imperative that we receive your properly completed Election Form prior to the election deadline in order to properly fulfill your instructions. To Our Clientssigned instructions below: On June 23, 2004, stockholders of each of First Sentinel Bancorp, Inc. (“FSBI”) and Provident Financial Services, Inc. (“PFS”) will vote on a merger agreement. If approved, the merger between FSBI and PFS is expected to be completed on or about June 30, 2004. Pursuant to the terms of the merger agreement, which are more fully explained in the Joint Proxy Statement/Prospectus dated May , 2004 either recently delivered to you or which you will receive shortly, FSBI stockholders have the following election options, subject to the allocation and proration procedures set forth in the merger agreement. For a more detailed description of the following election options, see the Joint Proxy Statement/Prospectus. The election options are: 1. ¨ Exchange all shares of FSBI common stock for cash. FSBI stockholders will receive $22.25 for each share of FSBI common stock owned, subject to the allocation and proration procedures described in the merger agreement. 2. ¨ Exchange all shares of FSBI common stock for shares of PFS common stock. FSBI stockholders will receive 1.0920 shares of PFS common stock for each share of FSBI common stock owned, subject to the allocation and proration procedures described in the merger agreement. No fractional shares will be issued, and FSBI stockholders will receive a cash payment without interest in lieu of fractional shares. 3. ¨ Exchange all shares of FSBI common stock for a combination of cash and shares of PFS common stock. FSBI stockholders may choose to exchange a portion of their shares of FSBI common stock for shares of PFS common stock and the balance of their shares of FSBI common stock for cash. If an FSBI stockholder elects to receive a combination of cash and shares of common stock of PFS, such FSBI stockholder will receive 1.0920 shares of PFS common stock for each share of FSBI common stock so designated by that stockholder and each remaining share of FSBI common stock held by that stockholder will be exchanged for $22.25 in cash, subject to the proration procedures described in the merger agreement. ¨ No fractional shares will be issued and FSBI stockholders will receive a cash payment without interest in lieu of fractional sharesPreference.