INDEPENDENT ACCOUNTANT'S REPORT
                         -------------------------------






Board of Directors and Stockholders
PHSB Financial Corporation

We have reviewed the accompanying  consolidated  balance sheet of PHSB Financial
Corporation  and subsidiary as of March 31, 2002,  and the related  consolidated
statements of income and comprehensive  income for the three month periods ended
March 31, 2002 and 2001; the consolidated  statement of cash flows for the three
month periods ended March 31, 2002 and 2001; and the  consolidated  statement of
changes in stockholders' equity for the three month period ended March 31, 2002.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December 31, 2001, and the related consolidated statements of income, changes in
stockholders'  equity  and cash  flows for the year then  ended  (not  presented
herein);  and in our report dated  January 11, 2002 we expressed an  unqualified
opinion on those consolidated financial statements.


/s/S.R. Snodgrass, A.C.

Wexford, PA
April 17, 2002