REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Board of Directors and Stockholders
PHSB Financial Corporation

We have reviewed the accompanying  consolidated  balance sheet of PHSB Financial
Corporation  and  subsidiary as of June 30, 2004,  and the related  consolidated
statements of income and comprehensive  income for the three-month and six-month
periods ended June 30, 2004 and 2003, the  consolidated  statement of cash flows
for the  six-month  periods ended June 30, 2004 and 2003,  and the  consolidated
statement of changes in stockholders' equity for the six-month period ended June
30, 2004.  These financial  statements are the  responsibility  of the Company's
management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States).  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 standards of the Public Company  Accounting  Oversight Board, 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 generally accepted account- ing principles.

We have previously  audited,  in accordance with standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet as of
December 31, 2003, 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 16, 2004,  we expressed an  unqualified
opinion on those consolidated financial statements.


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

Wexford, PA
July 7, 2004