SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]
Filed by a party other than the registrant |_|

Check the appropriate box:
|_| Preliminary proxy statement
[X] Definitive proxy statement |_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

PHSB Financial Corporation
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PHSB FINANCIAL CORPORATION

March 22, 2004

To Our Stockholders:

We are pleased to invite you to the Annual Meeting of Stockholders of
PHSB Financial Corporation (the "Company") to be held at Chippewa Township
Municipal Building, 2811 Darlington Road, Chippewa Township, Pennsylvania, on
Thursday, April 22, 2004 at 9:00 a.m., local time.

The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting, I will report on the operations of the Company. Directors and officers
of the Company, as well as a representative of S.R. Snodgrass, A.C., Certified
Public Accountants, will be present to respond to any questions you may have.

You will be asked to elect two directors and to ratify the appointment
of S.R. Snodgrass, A.C., as the Company's independent accountants for the fiscal
year ended December 31, 2004. The Board of Directors has unanimously approved
each of these proposals and recommends that you vote FOR them.

Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so. However, if you are a
stockholder whose shares are not registered in your own name, you will need
additional documentation from your recordholder to vote personally at the
Meeting. Additionally, if you are planning to attend the Annual Meeting, please
let us know by marking the appropriate box on the proxy card.

Sincerely yours,

/s/James P. Wetzel, Jr.
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James P. Wetzel, Jr.
President and Chief Executive Officer

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PHSB FINANCIAL CORPORATION
744 SHENANGO ROAD
BEAVER FALLS, PENNSYLVANIA 15010
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of PHSB Financial Corporation (the "Company"), will be held at
Chippewa Township Municipal Building, 2811 Darlington Road, Chippewa Township,
Pennsylvania, on Thursday, April 22, 2004 at 9:00 a.m., local time, for the
following purposes:

1. To elect two directors of the Company; and

2. To ratify the appointment of S.R. Snodgrass, A.C. as independent
accountants of the Company for the fiscal year ending December 31,
2004;

all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments. The Board of Directors is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on March 5,
2004 are the stockholders entitled to vote at the Meeting and any adjournments
thereof.

A copy of the Company's Annual Report for the year ended December 31,
2003 is enclosed.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/John M. Rowse
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John M. Rowse
Secretary
Beaver Falls, Pennsylvania
March 22, 2004

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
PHSB FINANCIAL CORPORATION
744 SHENANGO ROAD
BEAVER FALLS, PENNSYLVANIA 15010
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 2004
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of PHSB Financial Corporation (the
"Company") to be used at the Annual Meeting of Stockholders which will be held
at Chippewa Township Municipal Building, 2811 Darlington Road, Chippewa
Township, Pennsylvania, on Thursday, April 22, 2004, at 9:00 a.m., local time
(the "Meeting"). The accompanying Notice of Annual Meeting of Stockholders and
this Proxy Statement are being first mailed to stockholders on or about March
22, 2004. The Company is the parent company of Peoples Home Savings Bank (the
"Bank"). The Company was formed as a corporation chartered under the laws of the
Commonwealth of Pennsylvania in August 2001 at the direction of the Bank to
acquire all of the outstanding stock of the Bank issued in connection with the
Bank's plan of conversion and reorganization from the mutual holding company
form of organization to a full stock corporation.

All properly executed written proxies that are delivered pursuant to
this proxy statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of two directors named in Proposal 1, (b) FOR Proposal 2
(ratification of independent public accountants); and (c) in the discretion of
the proxy holders, as to any other matters that may properly come before the
Meeting (including any adjournments). Your proxy may be revoked at any time
prior to being voted by: (i) filing with the Corporate Secretary of the Company
(John M. Rowse, 744 Shenango Road, Beaver Falls, Pennsylvania 15010) written
notice of such revocation, (ii) submitting a duly executed proxy bearing a later
date, or (iii) attending the Meeting and giving the Secretary notice of your
intention to vote in person.

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VOTING STOCK AND VOTE REQUIRED
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The Board of Directors has fixed the close of business on March 5, 2004
as the record date for the determination of stockholders who are entitled to
notice of, and to vote at, the Meeting. On the record date, there were 2,903,353
shares of the Common Stock. Each stockholder of record on the record date is
entitled to one vote for each share held.

The Articles of Incorporation of the Company (the "Articles of
Incorporation") provides that, in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates (as such terms
are defined in the Articles of Incorporation), or which such person or any of
his or her affiliates has the right to acquire upon the exercise of conversion
rights or options and shares as to which such person or any of his or her
affiliates or associates have or share investment or voting power, but neither
any employee stock ownership or similar plan of the Company or any subsidiary,
nor any trustee with respect thereto or any affiliate of such trustee (solely by
reason of such capacity of such trustee), shall be deemed, for purposes of the
Articles of Incorporation, to beneficially own any Common Stock held under any
such plan.

The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.

As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees as submitted as
Proposal 1, proposed by the Board, or to withhold authority to vote for the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.

As to the ratification of the independent auditors, which is submitted
as Proposal 2, a stockholder may: (i) vote "FOR" the ratification; (ii) vote
"AGAINST" the ratification; or (iii) "ABSTAIN" with respect to the ratification.
Proposal 2 and any other matters shall be determined by a majority of the total
votes cast affirmatively or negatively on such matters without regard to (a)
Broker Non-Votes or (b) proxies marked "ABSTAIN" as to that matter.

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PRINCIPAL HOLDERS
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Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended. The following table sets forth, as
of the record date, persons or groups who own more than 5% of the Common Stock.
Other than as noted below, management knows of no person or group that owns more
than 5% of the outstanding shares of Common Stock at the record date.

Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding(%)
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Peoples Home Savings Bank
Employee Stock Ownership Plan ("ESOP")
744 Shenango Road
Beaver Falls, Pennsylvania 15010 (1) 296,793 10.2%

Sandler O'Neill Asset Management LLC
780 Third Avenue, 30th Floor
New York, New York 10017 180,300 6.2%

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(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and will be allocated among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The Bank's board
of directors (the "Bank's Board") has appointed a committee consisting of
directors John C. Kelly and John M. Rowse to serve as the ESOP
administrative committee ("ESOP Committee") and to serve as the ESOP
Trustees ("ESOP Trustees"). The ESOP Committee or the board instructs the
ESOP Trustees regarding investment of ESOP plan assets. The ESOP Trustees
must vote all shares allocated to participants accounts under the ESOP as
directed by participants. Unallocated shares and shares for which no timely
voting director is received, will be voted by the ESOP Trustee as directed
by the Bank's Board or the ESOP Committee. As of the record date, 106,034
shares have been allocated under the ESOP to participant accounts.

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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation requires that the Board of Directors be
divided into three classes. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. The Board of Directors currently consists of seven members, each
of whom serve as a director of the Company and the Bank. Two directors will be
elected at the Meeting to serve for a three-year term or until a successor has
been elected and qualified.

Douglas K. Brooks and Emlyn Charles (the "Nominees") have been
nominated by the Board of Directors to serve for a term of three years. The
Nominees are currently members of the Board of Directors. The persons named as
proxies in the enclosed proxy card intend to vote for the election of the
Nominees, unless the proxy card is marked to indicate that such authorization is
expressly withheld. Should either of the Nominees withdraw or be unable to serve
(which the Board of Directors does not expect) or should any other vacancy occur
in the Board of Directors, it is the intention of the persons named in the
enclosed proxy card to vote for the election of such person as may be
recommended to the Board of Directors by the Nominating Committee of the Board.
If there is no substitute nominee, the size of the Board of Directors may be
reduced.

The following table sets forth information with respect to the Nominees
and the other sitting directors, including for each their name, age, the year
they first became a director of the Bank or the Company, the expiration date of
their current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Beneficial ownership of executive officers and
directors of the Company, as a group, is also shown.

Shares of
Common Stock
Year First Current Beneficially
Elected or Term to Owned as of Percent
Name and Title Age(1) Appointed(2) Expire March 5, 2004 Owned (%)
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2007

Douglas K. Brooks, Director 73 1972 2004 45,831(3)(4) 1.5%
Emlyn Charles, Director 78 1977 2004 35,874(3)(4) 1.2%

DIRECTORS CONTINUING IN OFFICE

Joseph D. Belas, Director 56 2001 2005 40,684(3)(4) 1.4%
Howard B. Lenox, Director 72 1977 2005 54,427(3)(4) 1.9%
James P. Wetzel, Jr. 59 1986 2005 135,732(4) 4.6%
President, Chief Executive
Officer and Director
John C. Kelly, Director 73 1973 2006 80,774(3)(4)(5) 2.8%
John M. Rowse, Director 56 1976 2006 16,580(3)(4)(5) *

NAMED EXECUTIVE OFFICER WHO IS NOT A DIRECTOR

Richard E. Canonge, Vice 41 69,996(4) 2.4%
President - Finance, Treasurer
and Chief Financial Officer

All Executive Officers and Directors 559,847(6) 18.1%
as a Group (11 persons)

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* Less than 1% of the outstanding common stock.
(1) At December 31, 2003.
(2) Refers to the year the individual first became a director of the Bank, or
the predecessor company, PHS Bancorp, Inc.
(3) Excludes 33,440 unvested shares previously awarded but subject to
forfeiture held by the Bank's 1998 restricted stock plan and 2002
restricted stock plan over which such directors, as trustees to restricted
stock plans exercise shared voting and investment power. Such individuals
serving as trustees disclaim beneficial ownership with respect to such
shares.
(4) For all individuals, except for Messrs. Belas, Brooks, Canonge, Kelly,
Lenox and Wetzel, the share amounts include 12,689 shares of Common Stock
that may be acquired through the exercise of stock options within 60 days
of the record date. For Mr. Belas, includes 4,733 shares subject to stock
options. For Mr. Brooks, includes 8,367 shares subject to stock options.
For Mr. Canonge, includes 43,687 shares subject to stock options. For Mr.
Kelly, includes 2,367 shares subject to stock options. For Mr. Lenox,
includes 4,733 shares subject to stock options. For Mr. Wetzel, includes
62,926 shares subject to stock options.
(5) Excludes 296,793 shares held by the ESOP over which such directors, as
trustees to the ESOP exercise shared voting and investment power. Such
individuals serving as trustees disclaim beneficial ownership with respect
to such shares.
(6) Includes 207,184 stock options exercisable within 60 days of the record
date.

Biographical Information

The principal occupation during the past five years of each nominee and
director of the Company is set forth below.

Nominees for Directors:

Douglas K. Brooks is retired. Mr. Brooks was previously president and
chief administrative officer of John H. Brooks & Sons, Inc. and D&T Brooks,
Inc., both located in Beaver Falls, Pennsylvania.

Emlyn Charles is retired. Mr. Charles was previously president of P.M.
Moore Company located in Aliquippa, Pennsylvania.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTORS.

Continuing Directors:

Joseph D. Belas is retired. Previously, Mr. Belas was Senior Vice
President of Economy Savings Bank, Aliquippa, Pennsylvania.

Howard B. Lenox is retired. Mr. Lenox was previously a manager and a
former partner of ComputerLand of Beaver, Pennsylvania.

James P. Wetzel, Jr., is President and Chief Executive Officer of the
Company.

John C. Kelly is the manager and owner of Kelly's, Beaver Falls,
Pennsylvania, a hardware, paint and gasoline retailer.

John M. Rowse is a pharmacist at the Medical Center, Beaver,
Pennsylvania.

Executive Officers

Richard E. Canonge is Vice President-Finance, Treasurer and Chief
Financial Officer of the Company and Bank.

David E. Ault, 56, is Vice President-Community Banking Officer in
charge of community banking and Assistant Secretary of the Company.

Joseph R. Pollock, III, 47, is Vice President-Lending of the Bank.

Paul W. Jewell, 58, is Vice President-Human Resources and Business
Development of the Bank.

Meetings and Committees of the Board of Directors

During the year ended December 31, 2003, the Board of Directors of the
Company met seventeen times and the Board of Directors of the Bank met
thirty-four times. During the year ended December 31, 2003, no director attended
fewer than 75% of the total meetings of the Board of Directors of the Company
and the Bank and committees on which such director served. In addition to other
committees, the Company had a Nominating Committee, a Salary (Compensation)
Committee, and an Audit Committee.

The Salary (Compensation) Committee consists of Directors Belas, Brooks
(Chairman), Charles, Kelly, Lenox and Rowse. The Committee meets at least
annually to review the performance and

remuneration of the officers and employees of the Company. The Committee met two
times during the year ended December 31, 2003.

The Audit Committee is comprised of the non-employee directors Belas,
Brooks, Charles, Lenox, Kelly and Rowse. The Audit Committee meets with the
Company's independent certified public accountants to review the results of the
annual audit and other related matters. The Board of Directors has determined
that each of the members of the Audit Committee satisfy the requirements of the
Nasdaq Stock Market as to independence, financial literacy and experience. Mr.
Belas has been determined to be the Audit Committee financial expert, as defined
by the Securities and Exchange Commission. The responsibilities of the members
of the Audit Committee are set forth in the charter of the Audit Committee. The
Audit Committee is a standing committee and, among other matters, is responsible
for developing and maintaining the Company's audit program. The full text of the
Charter of the Audit Committee is attached as Appendix A to this proxy
statement.

In addition to regularly scheduled meetings, the Audit Committee is
available either as a group or individually to discuss any matters that might
affect the financial statements, internal controls or other financial aspects of
the operations of the Company. The Audit Committee met five times during the
year ended December 31, 2003.

Audit Committee Report

Review of Audited Financial Statements with Management.

The Audit Committee reviewed and discussed the audited financial
statements for the year ended December 31, 2003 with the management of the
Company.

Review of Financial Statements and Other Matters with Independent
Accountant.

The Audit Committee discussed with S.R. Snodgrass, A.C. ("Snodgrass"),
the Company's independent accountants, the matters required to be discussed by
the statement on Auditing Standards No. 61 (Communications with Audit
Committees), as may be modified or supplemented. The Audit Committee has
received the written disclosures and the letter from Snodgrass required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as may be modified or supplemented, and has discussed with
Snodgrass its independence.

Recommendation that Financial Statements be Included in Annual Report.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2003, for filing with the Securities and Exchange Commission.

Audit Committee:
Joseph D. Belas, Chairman
Emlyn Charles
Douglas K. Brooks
Howard B. Lenox
John C. Kelly
John M. Rowse

Principal Accounting Firm Fees

Audit Fees. The aggregate fees billed by Snodgrass for professional
services rendered for the audit of the Company's consolidated annual financial
statements and for the review of the consolidated financial statements included
in the Company's quarterly reports on Forms 10-Q for the fiscal years ended
December 31, 2003 and 2002 were approximately $55,000 and $52,000, respectively.

Audit Related Fees. There were no fees billed by Snodgrass for
assurance and related services related to the audit of the consolidated annual
financial statements or to the review of the quarterly financial statements for
the years ended December 31, 2003 and 2002.

Tax Fees. The aggregate fees billed by Snodgrass for professional
services rendered for tax compliance, tax advice or tax planning for the years
ended December 31, 2003 and 2002 were $10,300 and $14,550, respectively.

All Other Fees. The aggregate fees billed by Snodgrass for professional
services rendered for services or products other than those listed under the
captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" for the years ended
December 31, 2003 and 2002 were $1,250 and $0, respectively, and consisted of
assisting management with branch employee internal control interviews.

All of the services listed above for 2003 and 2002 were approved by the
audit committee prior to the service being rendered.

Director Nomination Process

The Nominating Committee consists of Directors Belas, Lenox, and Kelly.
The Nominating Committee, which is not a standing committee, met one time during
the year ended December 31, 2003. As defined by Nasdaq, each member of the
committee is an independent director. The responsibilities of the members of the
Nominating Committee are set forth in a charter, a copy of which is attached
hereto as Appendix B.

The Company does not currently pay fees to any third party to identify
or evaluate or assist in identifying or evaluating potential nominees. The
Committee's process for identifying and evaluating potential nominees includes
soliciting recommendations from directors and officers of the Company and its
wholly-owned subsidiary, Peoples Home Savings Bank. Additionally, the Committee
will consider persons recommended by stockholders of the Company in selecting
the Committee's nominees for election. There is no difference in the manner in
which the Committee evaluates persons recommended by directors or officers and
persons recommended by stockholders in selecting Board nominees.

To be considered in the Committee's selection of Board nominees,
recommendations from stockholders must be received by the Company in writing by
at least 120 days prior to the date the proxy statement for the previous year's
annual meeting was first distributed to stockholders. Recommendations should
identify the submitting stockholder, the person recommended for consideration
and the reasons the submitting stockholder believes such person should be
considered. The Committee believes potential directors should be knowledgeable
about the business activities and market areas in which the Company and its
subsidiaries engage.

Stockholder Communications

The Board of Directors does not have a formal process for stockholders
to send communications to the Board. In view of the infrequency of stockholder
communications to the Board of Directors, the Board does not believe that a
formal process is necessary. Written communications received by the Company from
stockholders are shared with the full Board no later than the next regularly
scheduled Board meeting. The Board encourages, but does not require, directors
to attend the annual meeting of stockholders. All of the Board's members
attended the 2003 annual meeting of stockholders.

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation. Non-employee members of Board of Directors of
the Bank were paid an annual retainer of $21,050 during the year ended December
31, 2003 and are permitted 10 paid excused absences. Members of the Board's
committees receive $100 per meeting attended. Non-employee directors received an
annual retainer of $5,100 for their service on the Board of the Company. For the
year ended December 31, 2003, total fees paid by the Bank to directors were
approximately $156,790, including dividend equivalents paid on stock options and
dividends paid on unvested shares of restricted stock.

The Company sponsors a Trustees Retirement Plan ("TRP") to provide
retirement benefits to directors (formerly trustees in mutual form) of the
Company who are not officers or employees ("Outside Trustees"). Any director who
has served as an Outside Trustee is a participant in the TRP and payments under
the TRP commence once the Outside Trustee ceases being a director of the
Company. The TRP provides a retirement benefit based on the number of years of
service to the Company. Outside Trustees receive 70% of the final average Board
compensation (as defined in the TRP) for a period of 120 months following
retirement (after not less than 15 years of Board service) or upon a termination
of service following a change in control of the Company. Retired Director Earl
F. Klear received a lump sum distribution under the TRP in the amount of $87,586
on February 13, 2003.

Stock Awards. Directors have previously received grants of options and
restricted stock under the PHSB Financial Corporation 1998 Stock Option Plan and
2002 Stock Option Plan and the Peoples Home Savings Bank 1998 Restricted Stock
Plan and 2002 Restricted Stock Plan. There were no new awards made during the
year ended December 31, 2003.

Executive Compensation

The following table sets forth the cash and non-cash compensation
awarded or earned by the named executive officers. Except as set forth below, no
other executive officer of the Company had salaries and bonuses during the year
ended December 31, 2003 which exceeded $100,000.

Annual Compensation Long Term Compensation Awards
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Securities
Fiscal Restricted Stock Underlying All Other
Name and Principal Year Salary($) Bonus($) Award(s) ($) Options/SARs(#) Compensation ($)
- ------------------ ---- --------- -------- ------------ --------------- ----------------
Position
- --------

James P. Wetzel, Jr. 2003 $203,710 $25,502 - - $80,457(4)
President and Chief 2002 185,325 17,650 204,732(1) 31,100(3) 58,351
Executive Officer 2001 170,750 15,450 - - 41,561

Richard E. Canonge 2003 $124,429 $ 5,475 - - $52,213(5)
Vice President and 2002 $115,922 - 153,549(2) 23,000(3) 35,620
Chief Financial Officer 2001 $104,355 - - - 26,437

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(1) Represents awards of 13,200 shares of Common Stock under the 2002 RSP based
upon the value of such stock of $15.51 per share as of the date of such
award. As of December 31, 2003, value of unvested shares of restricted
stock (4,400 shares) was $21.50 per share or $94,600 in the aggregate. Such
stock awards become non-forfeitable at the rate of 4,400 shares per year
commencing on December 23, 2002. Dividends are paid for all shares awarded.
(2) Represents awards of 9,900 shares of Common Stock under the 2002 RSP based
upon the value of such stock of $15.51 per share as of the date of such
award. As of December 31, 2003, value of unvested shares of restricted
stock (3,300 shares) was $21.50 per share or $70,950 in the aggregate. Such
stock awards become non-forfeitable at the rate of 3,300 shares per year
commencing on December 23, 2002. Dividends are paid for all shares awarded.
(3) Represents award of options exercisable at the rate of 50% per year
commencing on December 23, 2002. The exercise price equals the market value
of common stock on the date of grant of $15.51.
(4) For 2003, represents $8,000 of employer contributions to the Company's
401(k) profit sharing plan, $6,292 of dividend equivalents paid on stock
options, $7,921 of dividends paid on unvested shares of restricted stock
and 2,709 shares allocated under the ESOP, at an average cost of $21.50 per
share. At December 31, 2003, the market value of such ESOP shares was
approximately $58,244.
(5) For 2003, represents $5,612 of employer contributions to the Company's
401(k) profit sharing plan, $4,369 of dividend equivalents paid on stock
options, $5,940 of dividends paid on unvested shares of restricted stock
and 1,688 shares allocated under the ESOP, at an average cost of $21.50 per
share. At December 31, 2003, the market value of such ESOP shares was
approximately $36,292.

Stock Awards. The following table sets forth information with respect
to previously awarded stock options to the named executive officers. The Company
has not granted to the named executive officers any stock appreciation rights.

Aggregated Option in Last Fiscal Year, and FY-End Option Values
---------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
Shares Acquired FY-End (#) at FY-End ($)
Name on Exercise (#) Value Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------------------- ------------------------- -------------------------

James P. Wetzel, Jr. - - 62,926/0 $577,652(1) / -
Richard E. Canonge - - 43,687/0 $391,806(1) / -

- --------------
(1) Based upon exercise prices of $9.22 and $15.51 per share and the closing
stock price of $21.50 at December 31, 2003.

Other Benefits

Employment Agreements. The Bank entered into separate three-year
employment agreements with Messrs. Wetzel and Canonge. The agreements provide
that these individuals may be terminated by the Bank for "just cause" as defined
in the agreements. If the Bank terminates these individuals without just cause,
they will be entitled to a continuation of salary from the date of termination
through the remaining term of the agreement. The employment agreements also
contain a provision stating that in the event of involuntary termination of

employment in connection with any change in control of the Bank or the Company,
these individuals will be paid a lump sum amount equal to 2.999 times their
prior five year annual average taxable compensation. In the event of a change of
control as of December 31, 2003, Messrs. Wetzel and Canonge would have received
approximately $718,895 and $435,498, respectively.

Supplemental Executive Retirement Plan ("SERP"). Effective January 1,
1995, the Bank adopted an unfunded SERP for the benefit of Mr. Wetzel, Jr. The
targeted level of retirement benefits under the SERP are calculated as 2.25% of
the final average compensation (as defined in the SERP) times years of service,
reduced by payments under the Bank's defined benefit pension plan. Benefits
payable prior to age 65 are reduced by 2.5% for each year of payment prior to
age 65. The SERP provides that the Company will pay the benefits under the SERP
for a period of 120 months. Benefits under the SERP are immediately payable upon
death or disability of the participant, or upon the termination of the
participant (other than for cause), after obtaining age 55. For the year ended
December 31, 2003, Mr. Wetzel had an accrued SERP benefit of approximately
$252,172 and such benefit under the SERP was vested.

Compensation Committee Report on Executive Compensation

The Compensation Committee (the "Committee") has furnished the
following report on executive compensation:

Under the supervision of the Board of Directors, the Company has
developed and implemented compensation policies, plans and programs which seek
to enhance the profitability of the Company, and thus shareholder value, by
aligning closely the financial interests of the Company's employees, including
its Chief Executive Officer ("CEO") and other senior management, with the
interests of its shareholders. With regard to compensation actions affecting the
CEO or executive officers, all of the non-employee members of the Board of
Directors acted as the approving body.

The executive compensation program of the Company is designed to:

o Motivate the executive officers to pursue the enhancement of
shareholder value.

o Provide compensation opportunities that are comparable to other
leading companies, allowing the Company to compete for and retain
quality, dedicated executives who are critical to the Company's
long term success; and

o Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in
ownership of Common Stock.

At present, the executive compensation program is comprised of salary,
annual cash incentive opportunities, long-term incentive opportunities in the
form of stock options, and miscellaneous benefits typically offered to
executives in comparable corporations. The Committee considers the total
compensation (earned or potentially available) in establishing each element of
compensation so that total compensation paid is competitive with the
marketplace, based on a published compensation survey of salary competitiveness
of other financial institutions.

2003 Compensation for the CEO: Mr. Wetzel served as President and Chief
Executive Officer since January 1986. In arriving at its recommendations for his
salary for the year ending December 31,

2003, the Committee considered the overall profitability of the Company during
the past year in addition to the other criteria mentioned above.

Compensation Committee:
Douglas K. Brooks, Chairman
Joseph D. Belas
Emlyn Charles
John C. Kelly
Howard B. Lenox
John M. Rowse

- --------------------------------------------------------------------------------
STOCK PERFORMANCE GRAPH
- --------------------------------------------------------------------------------

Set forth below is a stock performance graph comparing the cumulative
total return on the Company's common stock with (a) the cumulative total
shareholder return on stocks included in the Nasdaq Stock Market index and (b)
the cumulative total shareholder return on stocks included in the Nasdaq Bank
index, as prepared for Nasdaq by the Center for Research in Securities Prices
("CRSP") at the University of Chicago. All three investment comparisons assume
the investment of $1,000 as of December 20, 2001 (the date the Company completed
its second-step conversion) and assume the reinvestment of dividends. The
cumulative total return for the Company's stock is based on the initial public
offering price of $10.00 per share for the offering completed on December 20,
2001.

[GRAPHIC OMITTED]

====================================================================
12/20/01 12/31/01 12/31/02 12/31/03
- --------------------------------------------------------------------
Nasdaq U.S. $1,000 $1,015 $ 702 $1,050
- --------------------------------------------------------------------
Nasdaq Bank 1,000 1,008 1,032 1,327
- --------------------------------------------------------------------
PHSB Financial 1,000 1,195 1,603 2,307
====================================================================

There can be no assurance that the Common Stock performance will
continue with the same or similar trends depicted in the graph above. The
Company does not make or endorse any predictions as to future stock performance.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------

Section 16(a) Beneficial Ownership Reporting Compliance

The Common Stock of the Company is registered pursuant to Section 12(g)
of the Securities and Exchange Act of 1934, as amended. The officers and
directors of the Company and beneficial owners of greater than 10% of the
Company's Common Stock ("10% beneficial owners") are required by Section 16(a)
of such act to file reports of ownership and changes in beneficial ownership of
the Common Stock with the Securities and Exchange Commission and Nasdaq and to
provide copies of those reports to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its Common Stock. To the Company's knowledge, all Section 16(a) filing
requirements applicable to its officers and directors were complied with during
the 2003 fiscal year.

Certain Relationships and Related Transactions

No directors, officers or their immediate family members were engaged
in transactions with the Company or any subsidiary (other than a loan) involving
more than $60,000 during the two years ended December 31, 2003.

The Bank has followed the policy of offering residential mortgage loans
for the financing of personal residences, share loans, and consumer loans to its
officers, directors and employees. Loans are made in the ordinary course of
business and also made on substantially the same terms and conditions, including
interest rate and collateral, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectibility or present other unfavorable features. As of December 31, 2003,
all loans outstanding to all directors, nominees and executive officers, and the
affiliates of such persons, were current and performing in accordance with their
terms.

Compensation Committee Interlocks and Insider Participation

The Salary (Compensation) Committee consists of Directors Belas, Brooks
(Chairman), Charles, Kelly, Lenox and Rowse.

During the year ended December 31, 2003, the Company had no
"interlocking" relationships in which (i) an executive officer of the Company
served as a member of the compensation committee of another entity, one of whose
executive officers served on the compensation committee of the Company; (ii) an
executive officer of the Company served as a director of another entity, one of
whose executive officers served on the compensation committee of the Company;
and (iii) an executive officer of the Company served as a member of the
compensation committee of another entity, one of whose executive officers served
as a director of the Company.

- --------------------------------------------------------------------------------
PROPOSAL 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

Snodgrass was the Company's independent public accountants for the 2003
fiscal year. The Board of Directors has appointed Snodgrass to be its
independent accountants for the fiscal year ending December 31, 2004, subject to
ratification by the Company's stockholders. A representative of Snodgrass is
expected to be present at the Meeting to respond to stockholders' questions and
will have the opportunity to make a statement if the representative so desires.

RATIFICATION OF THE APPOINTMENT OF THE ACCOUNTANTS REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE
COMPANY AT THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF SNODGRASS AS THE COMPANY'S
ACCOUNTANTS FOR THE 2004 FISCAL YEAR.

- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2005, all
stockholder proposals must be submitted to the Secretary at the Company's
office, 744 Shenango Road, Beaver Falls, Pennsylvania 15010, on or before
November 22, 2004. Under the Articles of Incorporation, in order to be
considered for possible action by stockholders at the 2005 annual meeting of
stockholders, stockholder nominations for director and stockholder proposals not
included in the Company's proxy statement must be submitted to the Secretary of
the Company, at the address set forth above, no later than February 21, 2005.

- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------

The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.

- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE SECURITIES
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, PHSB FINANCIAL CORPORATION,
744 SHENANGO ROAD, BEAVER FALLS, PENNSYLVANIA 15010.

BY ORDER OF THE BOARD OF DIRECTORS

/s/John M. Rowse
----------------------------------
John M. Rowse
Secretary

Beaver Falls, Pennsylvania
March 22, 2004

APPENDIX A

PHSB FINANCIAL CORPORATION
AUDIT COMMITTEE CHARTER

The Audit Committee of the Board of Directors of PHSB Financial
Corporation (the "Company") shall be a standing committee and is responsible for
oversight of the Company's financial reporting and internal controls. The Audit
Committee (the "Committee") reports to the Board of Directors (the "Board") and
its primary function is to assist the Board in fulfilling its responsibility to
shareholders related to financial accounting and reporting, the system of
internal controls established by management and the adequacy of auditing
relative to these activities. The Committee is granted the authority to
investigate any activity of the Company and it is empowered to retain persons
having special competence as necessary to assist the Committee in fulfilling its
responsibilities, including independent counsel and such other advisors as the
Committee may determine to be necessary.

The Committee is empowered to determine appropriate funding for payment
of:

o compensation to any registered public accounting firm engaged for
the purpose of preparing or issuing an audit report or performing
other audit, review or attest services for the Company;

o compensation to any advisers or counsel retained by the
Committee; and

o ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out their duties.

Committee Responsibilities

The Committee shall:

o Provide for an open avenue of communications between the
independent accountants and the Board and, at least one (1) time
annually, meet with the independent accountants in private
session.

o Review the qualifications and evaluate the performance of the
independent accountants and be directly responsible for the
appointment, compensation, retention and oversight of the work of
any registered public accounting firm engaged (including
resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for the Company. The independent accountants
shall report directly to the Committee.

o Receive on an annual basis a written statement from the
independent accountant detailing all relationships between the
independent accountant and the Company consistent with
requirements of the Independence Standards Board Standard 1, as
may be modified or supplemented. The Committee shall actively
engage in a dialogue with the independent accountants with
respect to any disclosed relationships or services that may
impact objectivity and independence of the independent
accountants, and take, or recommend that

A-1

the full Board take, appropriate action to oversee the
independence of the independent accountants.

o Review and approve the independent accountants' annual engagement
letter.

o Review with the independent accountants (1) the proposed scope of
their examination with emphasis on accounting and financial areas
where the Committee, the independent accountants or management
believe special attention should be directed, (2) results of
their audit, (3) their evaluation of the adequacy of the system
of internal controls, (4) significant disputes, if any, with
management and (5) cooperation received from management in the
conduct of the audit.

o Review significant accounting, reporting, regulatory or industry
developments affecting the Company.

o Review interim results with the Company's financial officer and
the independent accountants prior to the public announcement of
financial results and the filing of the Form 10-Q.

o Discuss with management and the independent accountants, any
issues regarding significant risks or exposures and assess the
steps management has taken to minimize such risk.

o Discuss with the independent accountants SAS 61 matters, as may
be modified or supplemented.

o Make a recommendation to the Board as to whether the financial
statements should be included in the Company's Annual Report on
Form 10-K.

o Approve the report of Audit Committee to be included in the
Company's Proxy Statement for its Annual Meeting of Shareholders.

o Establish and maintain procedures for (1) the receipt, retention
and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and
(2) the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters.
The Committee shall furnish a letter annually to all employees of
the Company and Peoples Home Savings Bank providing instructions
for employees on making confidential, anonymous submission.

o Review and, at the Committee's discretion, approve all "related
party transactions" between directors, director nominees,
executive officers, 5% or greater security holders, and immediate
family members of such persons, on the one hand, and the Company
or Peoples Home Savings Bank, on the other hand, for potential
conflicts of interest.

o Perform such other functions as assigned by law, the Company's
bylaws or as the Board deems necessary and appropriate.

The Committee shall pre-approve all audit services and permissible
non-audit services to be rendered by the independent auditors in accordance with
Section 10A(i) of the Securities Exchange Act

A-2

of 1934. The Committee may establish written policies and procedures for the
pre-approval of audit and non-audit services to be performed by the outside
auditor provided that these policies and procedures are detailed as to the
particular service and do not result in the delegation of the Committee's
responsibilities to management. The Committee may, in its discretion, delegate
to one or more of committee members the authority to pre-approve audit or
non-audit services to be performed by the outside auditor provided that any such
approvals are presented to the full Committee at the next scheduled committee
meeting.

Committee Membership

o The membership of the Committee shall be appointed by the Boards
and shall be comprised of at least three directors each of whom
meets the definition of "independence" as defined by Rule 4200 of
the Rules of the Nasdaq Stock Market, as may be modified or
supplemented, as well as the more stringent independence
requirements set forth under Rule 4350(d) of the Rules of the
Nasdaq Stock Market, as may be modified or supplemented.

o All members of the Committee shall be able to read and understand
fundamental financial statements, including a balance sheet,
income statement and cash flow statement. At least one member of
the Committee shall have past employment experience in finance or
accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in
the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or
other senior officer with financial oversight responsibilities.

Committee Meetings

Meetings will be held as required, but no less than four (4) times a
year. Minutes will be recorded and reports of committee meetings will be
presented at the next Board meeting.

Committee Charter Review and Approval

This Audit Committee Charter shall be reviewed and reassessed by the
Committee annually and shall be included in the proxy at least every three
years.

A-3

APPENDIX B

PHSB FINANCIAL CORPORATION
NOMINATING COMMITTEE CHARTER

Purpose:

Acting pursuant to Section 4.11 of Article IV of the Bylaws of PHSB
Financial Corporation (the "Company"), the Board of Directors has established a
Nominating Committee whose purpose is to seek and recommend to the Board
qualified nominees for election or appointment to the Company's Board of
Directors.

Membership:

The Committee will consist of a minimum of two members of the Board of
Directors, all of whom shall be independent directors. Applicable laws and
regulations, including the regulations of the Nasdaq Stock Market, as they may
be amended from time to time, will be followed in evaluating a director's
independence. The members of the Committee will be appointed by and serve at the
discretion of the Board of Directors.

Nomination/Appointment Policy:

The Committee believes that it is in the best interest of the Company
and its stockholders to obtain highly-qualified persons to serve as members of
the Board of Directors. The Committee will seek nominees with excellent
decision-making ability, business experience, personal integrity and reputation
who are knowledgeable about the business activities and market areas in which
the Company and its subsidiaries engage.

The Committee's process for identifying and evaluating potential
nominees will include soliciting recommendations from directors and officers of
the Company and its wholly-owned subsidiary, Peoples Home Savings Bank.
Additionally, the Committee will consider persons recommended by stockholders of
the Company in selecting the individuals the Committee recommends to the Board
for selection as the Board's nominees. The Committee will evaluate persons
recommended by directors or officers of the Company or Peoples Home Savings Bank
and persons recommended by stockholders in the same manner.

To be considered in the Committee's selection of individuals the
Committee recommends to the Board for selection as the Board's nominees,
recommendations from stockholders must be received by the Company in writing by
at least 120 days prior to the date the proxy statement for the previous year's
annual meeting was first distributed to stockholders. Recommendations should
identify the submitting stockholder, the person recommended for consideration
and the reasons the submitting stockholder believes such person should be
considered.

Responsibilities:

The responsibilities of the Nominating Committee shall include:

o Assisting in identifying, interviewing and recruiting individuals
for selection as Board nominees for election as directors.

o Annually presenting to the Board a list of individuals
recommended for selection by the Board as the Board's nominees
for election at the annual meeting of stockholders.

B-1

o Regularly reviewing and making recommendations about changes to
the charter of the Nominating Committee.

o Any other duties or responsibilities expressly delegated to the
Committee by the Board from time to time.

Meetings and Reports:

The Committee will meet at least once annually to evaluate and make a
recommendation to the Board of individuals for selection as the Board's nominees
for election at the annual meeting of stockholders. Additional meetings may
occur as the Committee or its chair deems advisable. The committee shall keep
regular minutes of the transactions of its meetings and shall cause them to be
recorded in books kept for that purpose in the office of the Company.

Resources and Authority:

The Committee shall have the resources and authority appropriate to
discharge its duties and responsibilities, including the authority to select,
retain, terminate and approve the fees and other retention terms of special
counsel and other experts or consultants as it deems appropriate, without
seeking approval of the Board or management. With respect to consultants or
search firms used to identify director nominees, this authority shall be vested
solely in the Committee.

B-2

The undersigned hereby appoints the Board of Directors of the Company,
or its designee, with full powers of substitution to act, as attorneys and
proxies for the undersigned, to vote all shares of Common Stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Stockholders,
to be held at Chippewa Township Municipal Building, 2811 Darlington Road,
Chippewa Township, Pennsylvania, on Thursday, April 22, 2004, at 9:00 a.m.,
local time, and at any and all adjournments thereof, as follows:

FOR WITHHELD
--- --------

1. The election of directors as |_| |_|
nominees listed below (except as
marked to the contrary):

Douglas K. Brooks
Emlyn Charles

(Instruction: To withhold authority
to vote for any individual nominee,
write that nominee's name on the
space provided below)

- --------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
--- ------- -------

2. The ratification of the |_| |_| |_|
appointment of S.R. Snodgrass,
A.C. as independent accountants
for the Company for the fiscal
year ending December 31, 2004.

The Board of Directors recommends a vote "FOR" the above listed
propositions.

- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.

The undersigned acknowledges receipt from the Company prior to the
execution of this Proxy of a Notice of the Annual Meeting, a Proxy Statement
dated March 22, 2004, and the 2003 Annual Report.

Dated: __________________, 2004 |_| Please check here if you plan to attend
the Meeting.

- ---------------------------------- -------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

- ---------------------------------- -------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on the enclosed card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------