[LOGO]  SNODGRASS
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        CERTIFIED PUBIC ACCOUNTANTS
        AND CONSULTANTS





             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  September  30,  2004,  and  the  related
consolidated  statements of income and  comprehensive  income for the three- and
nine-month periods ended September 30, 2004 and 2003, the consolidated statement
of cash flows for the nine-month  periods ended September 30, 2004 and 2003, and
the consolidated statement of changes in stockholders' equity for the nine-month
period  ended   September  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 accounting principles generally accepted in the United States of America.

We have previously  audited,  in accordance with standards of the Public Company
Accounting  Oversights 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
October 14, 2004




S.R. Snodgrass, A.C. * 1000 Stonewood Drive, Suite 200 * Wexford, Pennsylvania
         15090-8399 * Phone: (724) 934-0344 * Facsimile: (724) 934-0345