HARRIS FINANCIAL INC, S-1/A, EX-99.2, 2000-08-14

HARRIS FINANCIAL INC
S-1/A, EX-99.2, 2000-08-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED

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Exhibit 99.2

--------------------------------
PRO FORMA VALUATION REPORT
HARRIS FINANCIAL, INC.

PROPOSED HOLDING COMPANY FOR
HARRIS SAVINGS BANK

Harrisburg, Pennsylvania

Dated as Of:
June 9, 2000
--------------------------------

RP Financial, LC.
1700 North Moore Street
Suite 2210

Arlington, Virginia 22209

<PAGE>

RP FINANCIAL, LC.
---------------------------------------
Financial Services Industry Consultants

June 9, 2000
Board of Directors
Harris Financial, MHC
Harris Financial, Inc.
Harris Savings Bank
235 North Second Street
Harrisburg, Pennsylvania 17101

Members of the Board of Directors:

At your request, we have completed and hereby provide an independent
appraisal ("Appraisal") of the estimated pro forma market value of the
common stock to be issued by Harris Financial, Inc., Harrisburg,
Pennsylvania ("Harris Financial") in connection with the mutual-to-stock
conversion of Harris Financial, M.H.C., Harrisburg, Pennsylvania ("Harris
MHC"), formation of New Harris Financial ("New Harris"), and the concurrent
proposed stock acquisition of York Financial Corporation, York,
Pennsylvania ("York Financial"). Harris MHC currently has a majority
ownership interest in, and its principal asset consists of, approximately
75.95 percent of the common stock of Harris Financial (the "MHC Shares"),
the mid-tier holding company for Harris Savings Bank, Harrisburg,
Pennsylvania ("Harris Savings"). The remaining 24.05 percent of Harris
Financial's common stock is owned by public stockholders (the "Public
Shares"). Harris Financial, established in 1997, owns 100 percent of the
outstanding common stock of Harris Savings. It is our understanding that
Harris Financial will offer its stock, representing the majority ownership
interest held by Harris MHC, to depositors, members of the local community,
the public at large and to York Financial shareholders as consideration for
the acquisition of York Financial.

This Appraisal is furnished pursuant to the requirements of the Code of
Federal Regulations 563b.7 and has been prepared in accordance with the
"Guidelines for Appraisal Reports for the Valuation of Savings and Loan
Associations Converting from Mutual to Stock Form of Organization" of the
Office of Thrift Supervision ("OTS"), which have been adopted in practice
by the Federal Deposit Insurance Corporation ("FDIC"), including the most
recent revisions as of October 21, 1994, and applicable interpretations
thereof.

The Reorganization
------------------

The Boards of Directors of Harris Financial, Harris Savings and Harris
MHC have adopted a Plan of Conversion and Reorganization (the "Plan") and
an Agreement and Plan of Reorganization (the "Agreement"), pursuant to
which the proposed transaction will occur. In the reorganization process,
to become effective concurrent with the completion of the stock sale, which
is targeted for the end of the third calendar quarter of 2000: (1) each of
Harris Savings, Harris Financial and Harris MHC will convert from state
charters to federal charters; (2) Harris

-------------------------------------------------------------------------------
Washington Headquarters
Rosslyn Center
1700 North Moore Street, Suite 2210 Telephone: (703)528-1700
Arlington, VA 22209 Fax No.: (703)528-1788
<PAGE>

RP Financial, LC.
Boards of Directors
June 9, 2000
Page 2

Financial will convert to an interim federal stock savings bank and merge with
and into Harris Savings, with Harris Savings being the surviving entity; (3)
Harris MHC, which currently owns the majority interest in Harris Financial, will
convert to an interim federal stock savings bank and merge with and into Harris
Savings, with Harris Savings being the surviving entity and the outstanding
Harris Financial common stock held by Harris MHC will be cancelled; (4) New
Harris will have been formed as a wholly-owned subsidiary of Harris Savings; (5)
an interim federal stock savings bank will be formed as a wholly-owned
subsidiary of New Harris and merge with and into Harris Savings with the result
that Harris Savings will become a wholly-owned subsidiary of New Harris; (6)
the outstanding public shares of Harris Financial will be exchanged for shares
of New Harris pursuant to an exchange ratio that will result in the holders of
such shares owning in the aggregate approximately the same percentage of New
Harris as they currently own; and (7) New Harris will acquire York Financial
pursuant to the Agreement. In connection with the acquisition, York Financial
will merge with and into New Harris, and York Financial's wholly-owned
subsidiary, York Federal Savings and Loan Association ("York Federal") will
merge with and into Harris Savings. The separate corporate existence of both
York Financial and York Federal will therefore cease to exist.

Pursuant to the Plan and Agreement, Harris Financial will offer shares in a
subscription offering, on a priority basis, to certain depositors of Harris
Savings and to the Harris Savings employee stock ownership plan. The shares of
common stock not purchased in the subscription offering will be offered to the
general public in a community offering, giving preference to the community
orders submitted by natural persons residing in Harris Savings' local community,
stockholders of Harris Financial and York Financial, and depositors of York
Federal. If Harris Financial has not received orders for the minimum number of
shares that are offered for sale in the subscription and community offering,
then up to 5,000,000 of the unsubscribed shares may be applied to the
acquisition of York Financial. Harris Financial may also offer shares of common
stock not purchased in the subscription and community offerings to the public in
an underwritten public offering. Any such shares may be sold to underwriters in
a firm commitment underwriting for resale to the general public in a public
offering. In the event that Harris Financial does not make 7,500,000 shares of
common stock available to be sold in the public offering, Harris Financial will
pay the underwriters a standby fee.

Acquisition of York Financial
-----------------------------

Pursuant to the Agreement dated March 27, 2000, Harris Financial, Harris
Savings and Harris MHC agreed to acquire York Financial, the unitary savings and
loan holding company for York Federal. York Financial is a Pennsylvania
corporation that was organized in 1986 as a unitary savings and loan holding
company. York Financial is a publicly-traded company whose stock is listed on
the NASDAQ National Market System under the ticker symbol "YFED". York Federal,
a wholly-owned subsidiary of York Financial, is a federally-chartered stock
savings and loan association headquartered in York, Pennsylvania. The Agreement
specifies an exchange ratio of 1.725 shares of Harris Financial common stock
(the "Merger Consideration") for each York Financial share outstanding, with
such exchange ratio subject to an increase or decrease
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RP Financial, LC.
Boards of Directors
June 9, 2000
Page 3

based on the final appraised value of Harris Financial at the conclusion of the
offerings. At the midpoint of the valuation range concluded herein, the Merger
Consideration is anticipated to have a value of $17.25 based on a $10.00 per
share offering price for the shares to be sold in the offerings. Should the
acquisition of York Financial not qualify for pooling of interests accounting
treatment, the percentage of York Financial shares exchanged for cash may vary
between 15 percent and 30 percent, but not more than 30 percent unless both
parties agree to that condition. As of March 31, 2000, York Financial had
10,107,267 shares of common stock outstanding.

RP Financial, LC.
-----------------

RP Financial, LC. ("RP Financial") is a financial consulting firm serving
the financial services industry nationwide that, among other things, specializes
in financial valuations and analyses of business enterprises and securities,
including the pro forma valuation for savings institutions converting from
mutual-to-stock form. The background and experience of RP Financial is detailed
in Exhibit V-1. We believe that, except for the fee we will receive for our
appraisal and assisting Harris Savings and Harris Financial in the preparation
of the post-conversion business plan, we are independent of Harris Financial,
Harris Savings, Harris MHC, York Financial and York Federal and the other
parties engaged by Harris Savings or Harris Financial to assist in the stock
conversion process.

Valuation Methodology
---------------------

In preparing our Appraisal, we have reviewed the regulatory applications of
Harris Financial, Harris MHC and Harris Savings, including the prospectus as
filed with the OTS and the Securities and Exchange Commission ("SEC"), and the
Merger Agreement between Harris MHC, Harris Financial, Harris Savings, York
Financial and York Federal. We have conducted a financial analysis of Harris
Financial, Harris MHC and Harris Savings that has included a review of audited
financial information for fiscal years ended December 31, 1995 through 1999 and
interim financial results through March 31, 2000, a review of various unaudited
information and internal financial reports through March 31, 2000, and due
diligence related discussions with the Harris Financial management; Arthur
Andersen LLP, the Harris Financial independent auditor; Luse Lehman Gorman
Pomerenk & Schick, P.C., the Harris Financial conversion counsel; and Ryan, Beck
& Co., the Harris Financial marketing advisor in connection with the stock
offering and acquisition. Additionally, we have conducted an analysis of York
Financial, including a review of public financial documents, internal financial
reports and other data we considered relevant, along with discussions with York
Financial's management. All assumptions and conclusions set forth in the
appraisal were reached independently from such discussions. In addition, where
appropriate, we have considered information based on other available published
sources that we believe are reliable. While we believe the information and data
gathered from all these sources are reliable, we cannot guarantee the accuracy
and completeness of such information.
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RP Financial, LC.
Boards of Directors
June 9, 2000
Page 4

We have investigated the competitive environment within which Harris
Financial operates and have assessed Harris Financial's relative strengths and
weaknesses. We have kept abreast of the changing regulatory and legislative
environment for financial institutions and analyzed the potential impact on
Harris Financial and the industry as a whole. We have analyzed the potential
effects of the stock conversion and the acquisition of York Financial on Harris
Financial's operating characteristics and financial performance as they relate
to the pro forma market value, including the proposed accounting treatment and
incremental earnings, assets, equity and shares outstanding that will result
from the York Financial acquisition. We have analyzed the assets held by Harris
MHC solely for the benefit of Harris MHC's members that will be consolidated
with Harris Financial's assets and equity. We have reviewed the overall
conditions in Harris Financial's and York Financial's primary market area as set
forth in demographic, economic and competitive information prepared by CACI, SNL
Securities and other third party private and governmental sources. We have
compared Harris Financial's financial performance and condition, incorporating
the York Financial acquisition, with selected publicly-traded thrifts in
accordance with the Valuation Guidelines, as well as all publicly-traded thrifts
and thrift holding companies. We have reviewed the current conditions in the
securities markets in general and in the market for thrift stocks in particular,
including the market for existing thrift issues (including both full stock
institutions and institutions organized as mutual holding companies), initial
public offerings by thrifts and thrift holding companies and second step
conversion offerings. We have excluded from such analyses thrifts subject to
announced or rumored acquisition, and/or institutions that exhibit other unusual
characteristics.

The Appraisal is based on Harris Financial's representation that the
information contained in the regulatory applications and additional information
furnished to us by Harris Financial and York Financial and their respective
independent auditors, legal counsel and other authorized agents are truthful,
accurate and complete. We did not independently verify the financial statements
and other information provided by Harris Financial or York Financial, or their
respective independent auditors, legal counsel and other authorized agents nor
did we independently value the assets or liabilities of Harris Financial or York
Financial. Our valuation was also predicated on Harris Financial completing the
acquisition of York Financial in a manner consistent with the Agreement. The
valuation considers Harris Financial only as a going concern and should not be
considered as an indication of Harris Financial's liquidation or control values.

Our appraised value is predicated on a continuation of the current
operating environment for Harris Financial and for all thrifts and their holding
companies. Changes in the local, state and national economy, the legislative
and regulatory environment for financial institutions and mutual holding
companies, the stock market, interest rates, and other external forces (such as
natural disasters or significant world events) may occur from time to time,
often with great unpredictability and may materially impact the value of thrift
stocks as a whole or the value of Harris Financial alone. It is our
understanding that there are no current plans for selling control of Harris
Financial following completion of the second step stock offering and acquisition
of York Financial. To the extent that such factors can be foreseen, they have
been factored into our analysis.
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RP Financial, LC.
Boards of Directors
June 9, 2000
Page 5

The estimated pro forma market value is defined as the price at which
Harris Financial's common stock, immediately upon completion of the second step
stock offering and consummation of the acquisition of York Financial, would
change hands between a willing buyer and a willing seller, neither being under
any compulsion to buy or sell and both having reasonable knowledge of relevant
facts.

Valuation Conclusion
--------------------

It is our opinion that, as of June 9, 2000, the estimated aggregate pro
forma valuation of the shares to be issued in the conversion of Harris MHC,
including: (1) newly-issued shares representing Harris MHC's ownership interest
in Harris Financial; and, (2) exchange shares issued to existing public
shareholders of Harris Financial, was $302,838,520 at the midpoint, equal to
30,283,852 shares at a per share value of $10.00. Including the 17,435,036
shares to be issued in connection with the York Financial acquisition, the pro
forma market value of Harris Financial at the midpoint valuation is
$477,188,880, equal to 47,718,888 shares at a per share value of $10.00. Based
on this valuation and taking into account the ownership interest represented by
the MHC Shares, the midpoint of the offering range was $230,000,000, equal to
23,000,000 shares at $10.00 per share. The offering range includes a minimum of
$195,500,000 equal to 19,550,000 shares (85 percent of the midpoint) and a
maximum of $264,500,000 equal to 26,450,000 shares (115 percent of the
midpoint). The table below provides details of the valuation range and offering
shares based on the valuation range noted above and on the formula for
calculating the Merger Consideration outlined in the Agreement. As shown, in
the event the appraised value is subject to an increase, the offering range may
be increased up to a maximum, as adjusted, of $304,175,000 equal to 30,417,500
shares, without requiring a resolicitation. Based on the $10.00 per share
offering price and incorporating the 20,448,691 shares issued in connection with
the York Financial merger and the 9,632,894 shares issued as exchange shares,
the maximum, as adjusted value would result in total market value of
$604,990,850 based on pro forma shares outstanding of 60,499,085. If Harris
Financial has not received orders for the minimum number of shares that are
offered for sale in the subscription and community offering, then up to
5,000,000 of the unsubscribed shares may be applied to the acquisition of York
Financial. As shown, assuming the full application of these unsubscribed shares
to acquisition of York Financial, the offering at the minimum, as adjusted,
would be $195,500,000 shares, equal to 19,550,000 shares (of which 5,000,000
would be issued to York Financial stockholders). Based on the $10.00 per share
offering price and incorporating the 10,666,264 additional shares issued in
connection with the acquisition of York Financial and the 6,191,274 shares
issued as exchange shares, the minimum, as adjusted, of the offering would
result in total market value of $364,075,380 based on pro forma shares
outstanding of 36,407,538.
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RP Financial, LC.
Boards of Directors
June 9, 2000
Page 6

Table 1
Conversion Offering Details

<TABLE>
<CAPTION>
Harris
Harris Fin. York Fin. Minority York Fin.
Total Exchange Offering Acquisition Exchange Ownership
Shares Shares Shares Shares Ratio Percentage
------ ------ ------ ------ ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Shares(1)
---------
Max, As Adj 60,499,085 9,632,894 30,417,500 20,448,691 1.1928 33.80%
Maximum 52,607,900 8,376,430 26,450,000 17,781,470 1.0373 33.80%
Midpoint 47,718,888 7,283,852 23,000,000 17,435,036 0.9020 36.54%
Minimum 41,407,538 6,191,274 19,550,000 15,666,264 0.7667 37.83%
Min, As Adj 36,407,538 6,191,274 19,550,000(2) 10,666,264(2) 0.7667 43.03%(2)

Distribution of Shares
----------------------
Max, As Adj 100.00% 15.92% 50.28% 33.80% ----- -----
Maximum 100.00% 15.92% 50.28% 33.80% ----- -----
Midpoint 100.00% 15.26% 48.20% 36.54% ----- -----
Minimum 100.00% 14.95% 47.22% 37.83% ----- -----
Min, As Adj 100.00% 17.00% 53.71%(3) 29.29%(3) ----- -----

Aggregate Market Value(1)
-------------------------
Max, As Adj $604,990,850 $96,328,940 $ 304,175,000 $ 204,486,910 ----- -----
Maximum 526,079,000 83,764,300 264,500,000 177,814,700 ----- -----
Midpoint 477,188,880 72,838,520 230,000,000 174,350,360 ----- -----
Minimum 414,075,380 61,912,740 195,500,000 156,662,640 ----- -----
Min, As Adj 364,075,380 61,912,740 195,500,000(2) 106,662,640(2) ----- -----
</TABLE>

(1) Based on an offering price of $10.00 per share.
(2) Reflects the application of 5,000,000 shares of conversion stock to the
acquisition of York Financial.
(3) After consideration of the 5,000,000 shares applied to the acquisition of
York Financial, the York Financial ownership interest is 43.03% of the
merged company.

Establishment of the Exchange Ratio
-----------------------------------

As indicated above, OTS regulations provide that in a conversion of a
mutual holding company, the minority stockholders are entitled to exchange the
Public Shares for newly issued shares of Harris Financial stock as a fully
converted company. The Board of Directors of Harris MHC has independently
established a formula to determine the exchange ratio. The formula has been
designed to preserve the current aggregate percentage ownership in Harris
Financial equal to 24.05 percent as of March 31, 2000. Pursuant to this
formula, the exchange ratio to be
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RP Financial, LC.
Boards of Directors
June 9, 2000
Page 7

received by the existing minority shareholders of Harris Financial will be
determined at the end of the offering based on the total number of shares sold
in the subscription, community and public offerings. As shown in Table 1, the
Exchange Ratio would range from 0.7667 at the minimum, as adjusted, end of the
valuation range, to 1.1928 at the maximum, as adjusted, end of the valuation
range.

Limiting Factors and Considerations
-----------------------------------

Our valuation is not intended, and must not be construed, as a
recommendation of any kind as to the advisability of purchasing shares of the
common stock. Moreover, because such valuation is necessarily based upon
estimates and projections of a number of matters, all of which are subject to
change from time to time, no assurance can be given that persons who purchase
shares of common stock in the conversion will thereafter be able to buy or sell
such shares at prices related to the foregoing valuation of the estimated pro
forma market value thereof. The appraisal does not take into account any
trading activity with respect to the purchase and sale of common stock in the
secondary market, and reflects only a valuation range as of this date for the
pro forma market value of Harris Financial immediately upon issuance of the
stock.

RP Financial's valuation is not intended, and must not be construed, as a
recommendation of any kind to the current shareholders of Harris Financial
regarding the advisability of purchasing common stock in the conversion; nor is
our valuation intended, and must not be construed, as a recommendation of any
kind regarding the fairness from a financial point of view of the Agreement to
Harris Savings, Harris Financial, Harris MHC or the Board of Directors.

RP Financial's valuation was determined based on the financial condition,
operations and shares outstanding of Harris Financial as of March 31, 2000, the
date of the financial data included in the Prospectus; the financial condition
and operations of York Financial as of March 31, 2000; and the pro forma impact
of the acquisition of York Financial including the pro forma financial
statements of the acquisition included in the Prospectus. The proposed exchange
ratio to be received by the current minority shareholders of Harris Financial
and the exchange of the Public Shares for newly issued shares of Harris
Financial as a full public company was determined independently by the Boards of
Directors of Harris MHC, Harris Financial and Harris Savings. RP Financial
expresses no opinion on the proposed exchange ratio to minority stockholders or
the exchange of Public Shares for newly issued shares.

RP Financial is not a seller of securities within the meaning of any
federal and state securities laws and any report prepared by RP Financial shall
not be used as an offer or solicitation with respect to the purchase or sale of
any securities. RP Financial maintains a policy which prohibits RP Financial,
its principals or employees from purchasing stock of its client institutions.
<PAGE>

RP Financial, LC.
Boards of Directors
June 9, 2000
Page 8

This valuation will be updated as provided for in the conversion
regulations and guidelines. These updates will consider, among other things, any
developments or changes in the financial performance and condition of Harris
Financial or York Financial, changes in the accounting treatment or the pro
forma impact of the acquisition of York Financial, management policies, and
current conditions in the equity markets for thrift shares, both existing issues
and new issues. These updates may also consider changes in other external
factors which impact value including, but not limited to: various changes in the
legislative and regulatory environment for financial institutions, the stock
market and the market for thrift stocks, and interest rates. Should any such new
developments or changes be material, in our opinion, to the valuation of the
shares, appropriate adjustments to the estimated pro forma market value will be
made. The reasons for any such adjustments will be explained in the update at
the date of the release of the update. The valuation will also be updated at the
completion of Harris Financial's stock offering.

Respectfully submitted,

RP FINANCIAL, LC.

William E. Pommerening
Chief Executive Officer

James J. Oren
Senior Vice President
<PAGE>

R P Financial, LC.

TABLE OF CONTENTS
HARRIS SAVINGS BANK
Harrisburg, Pennsylvania

<TABLE>
<CAPTION>
PAGE
DESCRIPTION NUMBER
----------- ------

CHAPTER ONE OVERVIEW AND FINANCIAL ANALYSIS
-----------
<S> <C>
Introduction 1.1
The Reorganization 1.2
Acquisition of York Financial 1.3
York Financial Corp. 1.4
York Federal Savings and Loan Association 1.5
Strategic Overview 1.5
Balance Sheet Trends 1.11
Income and Expense Trends 1.17
Interest Rate Risk Management 1.22
Lending Activities and Strategy 1.23
Asset Quality 1.27
Funding Composition and Strategy 1.28
Subsidiaries 1.30
Legal Proceedings

1.31
CHAPTER TWO MARKET AREA
-----------

Introduction 2.1
National Economic Factors 2.2
Market Area Demographics 2.3
Economy 2.7
Deposit Trends and Competition 2.9

CHAPTER THREE PEER GROUP ANALYSIS
-------------

Peer Group Selection 3.1
Financial Condition 3.5
Income and Expense Components 3.8
Loan Composition 3.11
Credit Risk 3.13
Interest Rate Risk 3.15
Summary 3.17
</TABLE>
<PAGE>

TABLE OF CONTENTS
HARRIS SAVINGS BANK
Harrisburg, Pennsylvania
(continued)
<TABLE>
<CAPTION>
PAGE
DESCRIPTION NUMBER
----------- ------

CHAPTER FOUR VALUATION ANALYSIS
------------
<S> <C>
Introduction 4.1
Appraisal Guidelines 4.1
RP Financial Approach to the Valuation 4.1
Valuation Analysis 4.2
1. Financial Condition 4.3
2. Profitability, Growth and Viability of Earnings 4.5
3. Asset Growth 4.7
4. Primary Market Area 4.7
5. Dividends 4.8
6. Liquidity of the Shares 4.10
7. Marketing of the Issue 4.10
A. The Public Market 4.11
B. The New Issue Market 4.16
C. Second Step Conversion Market 4.17
D. The Acquisition Market 4.20
E. Trading in Harris' Stock 4.20
8. Management 4.21
9. Effect of Government Regulation and Regulatory Reform 4.22
Summary of Adjustments 4.22
Valuation Approaches 4.22
1. Price-to-Earnings ("P/E") 4.24
2. Price-to-Book ("P/B") 4.25
3. Price-to-Assets ("P/A") 4.26
4. Trading Price of HARS Stock 4.26
Comparison to Recent Conversions 4.26
Valuation Conclusion 4.27
Establishment of the Exchange Ratio 4.29
</TABLE>
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RP Financial, LC.

LIST OF TABLES
HARRIS SAVINGS BANK
Harrisburg, Pennsylvania

<TABLE>
<CAPTION>
TABLE
NUMBER DESCRIPTION PAGE
------ ----------- ----
<S> <C> <C>
1.1 Historical Balance Sheets 1.12
1.2 Historical Income Statements 1.18

2.1 Summary Demographic Data 2.4
2.2 Primary Market Area Employment Sectors 2.8
2.3 Unemployment Data 2.9
2.4 Deposit Summary 2.10

3.1 Peer Group of Publicly-Traded Thrifts 3.4
3.2 Balance Sheet Composition and Growth Rates 3.6
3.3 Income as a Percent of Average Assets and Yields, Costs, Spreads 3.9
3.4 Loan Portfolio Composition and Related Information 3.12
3.5 Credit Risk Measures and Related Information 3.14
3.6 Interest Rate Risk Measures and Net Interest Income Volatility 3.16

4.1 Market Area Unemployment Rates 4.9
4.2 Pricing Characteristics and After-Market Trends of Recent
Conversions Completed 4.18
4.3 Market Pricing Comparatives 4.19
4.4 Valuation Adjustments 4.22
4.5 Conversion Offering Details 4.29
4.6 Public Market Pricing 4.31
</TABLE>
<PAGE>

RP Financial, LC.
Page 1.1

I. OVERVIEW AND FINANCIAL ANALYSIS

Introduction
------------

Harris Savings, organized in 1886, is a state-chartered stock savings bank
headquartered in Harrisburg, Pennsylvania. Harris Savings is the wholly-owned
subsidiary of Harris Financial, a "mid-tier" holding company of which the
majority owner is Harris MHC. Harris MHC owns a 75.95 percent ownership
interest in Harris Financial (the "MHC Shares"), with the remaining 24.05
percent owned by non-MHC private investors (the "Public Shares"). Harris
Savings converted to the stock form of ownership pursuant to a mutual holding
company reorganization transaction in January 1994, during which Harris Savings
sold an estimated 22.7 percent of its common stock to the public and issued the
remaining shares to Harris MHC. In 1997, Harris Savings completed a second
reorganization whereby Harris Financial was formed as a mid-tier savings and
loan holding company. At that time, the shares of Harris Savings were exchanged
on a one-for-one basis for shares of Harris Financial. Hereinafter, the
consolidated operations of Harris Financial and Harris Savings will be referred
to as either "Harris" or the "Bank". In addition to the headquarters office,
Harris currently serves five counties in south-central Pennsylvania and one
county in central Maryland, along the Pennsylvania border, through a network of
37 branch offices. The single largest segment of the Bank's operations is in
the Harrisburg metropolitan area (primarily Dauphin and Cumberland Counties), as
the greatest concentration of deposits, including the main office and 21 branch
offices, are located in these two counties. The other market area counties are
generally well-populated areas with central cities in the counties with an
extensive amount of suburban development. Exhibit I-1 presents a map of the
Bank's primary market area.

Harris Savings' primary regulator is the Pennsylvania Department of Banking
(the "Department"). Harris Savings has been a member of the Federal Home Loan
Bank ("FHLB") system since 1941 and its deposits are insured up to the maximum
allowable amount by the Federal Deposit Insurance Corporation ("FDIC"). As of
March 31, 2000, Harris had $2.8 billion in assets, $1.4 billion in deposits and
total equity of $167.2 million, or 6.0 percent of total assets. As of the same
date, Harris had issued and outstanding 33,575,575 shares of common stock, of
<PAGE>

RP Financial, LC.
Page 1.2

which 25,500,000 were owned by Harris MHC ("MHC Shares") and 8,075,575 were
owned by private investors. Harris' audited financial statements are included
by reference as Exhibit I-2.

The Reorganization
------------------

The Boards of Directors of Harris Financial, Harris Savings and Harris MHC
have adopted both a Plan of Conversion and Reorganization (the "Plan") and an
Agreement and Plan of Reorganization (the "Agreement"), pursuant to which the
proposed transaction will occur. In the reorganization process, to become
effective concurrent with the completion of the stock sale, which is targeted
for the end of the third calendar quarter of 2000: (1) each of Harris Savings,
Harris Financial and Harris MHC will convert from state charters to federal
charters; (2) Harris Financial will convert to an interim federal stock savings
bank and merge with and into Harris Savings, with Harris Savings being the
surviving entity; (3) Harris MHC, which currently owns the majority interest in
Harris Financial, will convert to an interim federal stock savings bank and
merge with and into Harris Savings, with Harris Savings being the surviving
entity and the outstanding Harris Financial common stock held by Harris MHC will
be cancelled; (4) New Harris will have been formed as a wholly-owned subsidiary
of Harris Savings; (5) an interim federal stock savings bank will be formed as
a wholly-owned subsidiary of New Harris and merge with and into Harris Savings
with the result that Harris Savings will become a wholly-owned subsidiary of New
Harris; (6) the outstanding public shares of Harris Financial will be exchanged
for shares of New Harris pursuant to an exchange ratio that will result in the
holders of such shares owning in the aggregate approximately the same percentage
of New Harris as they currently own; and (7) New Harris will acquire York
Financial pursuant to the Agreement. In connection with the acquisition, York
Financial will merge with and into New Harris, and York Financial's wholly-owned
subsidiary, York Federal Savings and Loan Association ("York Federal") will
merge with and into Harris Savings. The separate corporate existence of both
York Financial and York Federal will therefore cease to exist.

RP Financial, LC.
Page 1.3

community orders submitted by natural persons residing in Harris Savings' local
community, stockholders of Harris Financial and York Financial, and depositors
of York Federal. If Harris Financial has not received orders for the minimum
number of shares that are offered for sale in the subscription and community
offering, then up to 5,000,000 of the unsubscribed shares may be applied to the
acquisition of York Financial. Harris Financial may also offer shares of common
stock not purchased in the subscription and community offerings to the public in
an underwritten public offering. Any such shares may be sold to underwriters in
a firm commitment underwriting for resale to the general public in a public
offering. In the event that Harris Financial does not make 7,500,000 shares of
common stock available to be sold in the public offering, Harris Financial will
pay the underwriters a standby fee. Harris Financial anticipates establishing
the 2000 Employee Stock Ownership Plan (the "2000 ESOP"), which is expected to
purchase eight percent of the shares being offered in the subscription,
community and public offerings. Such ESOP shares shall be allocated over a
vesting period to eligible employees of the Bank.

At this time, other activities of Harris Financial are expected to be
limited to holding a number of separate subsidiaries or joint ventures that are
already in place at either Harris Financial or York Financial although, in the
future, Harris Financial may acquire or organize other operating subsidiaries.
Harris Financial plans to retain a portion of the net proceeds from the sale of
common stock and infuse the remaining proceeds into Harris Savings.

Acquisition of York Financial
-----------------------------

RP Financial, LC.
Page 1.4

based on the final independent appraised value of Harris Financial at the
conclusion of the offerings as follows:

. If the final independent appraised value is between $289.5
million and $341.5 million, each York Financial share will be
exchanged for 1.725 shares of Harris Financial common stock;

. If the final independent appraised value is more than $341.5
million or less than $289.5 million, the percentage of Harris
Financial shares outstanding immediately upon completion of the
stock offering and merger that will owned by the former York
Financial stockholders will be fixed at 33.8 percent and 37.6
percent, respectively, subject to certain exceptions; and,

. York Financial or Harris Financial will have the right to
terminate in the event the exchange ratio is less than 1.550.

At the midpoint of the valuation range concluded herein, the Merger
Consideration is anticipated to have a value of $17.25 based on a $10.00 per
share offering price for the shares to be sold in the offerings. Should the
acquisition of York Financial not qualify for pooling of interests accounting
treatment, the percentage of York Financial shares exchanged for cash may vary
between 15 percent and 30 percent, but not more than 30 percent unless both
parties agree to that condition. As of March 31, 2000, York Financial had
10,107,267 shares of common stock outstanding.

York Financial Corp.
--------------------

York Financial is a Pennsylvania corporation that was organized in 1986 as
a unitary savings and loan holding company. York Financial is a publicly-traded
company whose stock is listed on the NASDAQ National Market System under the
ticker symbol "YFED". To date, York Financial has not engaged in any material
operations other than to hold all of the issued and outstanding stock of York
Federal, investment in certain joint venture operations, the payment of
dividends and the repurchase of shares. As of March 31, 2000, York Financial's
assets consisted substantially of an investment in 100 percent of York Federal's
issued and outstanding stock, approximately $10.8 million of investments in
other subsidiaries or joint ventures and $3.1 million of liquid assets. As of
March 31, 2000, York Financial reported consolidated assets of $1.6 billion,
deposits of $1.2 billion and stockholders' equity of $110 million, equal to 6.7
<PAGE>

RP Financial, LC.
Page 1.5

percent of total assets. York Financial reported earnings for the twelve months
ended March 31, 2000 of $10.5 million or approximately 0.72 percent of average
assets.

York Federal Savings and Loan Association
-----------------------------------------

York Federal is a federally-chartered savings and loan association
headquartered in York, Pennsylvania. In addition to the main office, which
includes a retail branch, York Federal maintains 24 full service branch offices
in southcentral Pennsylvania and northeastern Maryland. York Federal's largest
market presence is in York County, Pennsylvania, where 17 of its branches are
located including the main office. Like Harris, York Federal is a community-
oriented savings institution which offers a variety of products and services to
the communities it serves. York Federal's retail branch network will serve to
both expand the market areas served by the Bank and provide for a larger, more
competitive presence in existing markets. A number of branch closings are
anticipated as a result of the acquisition, as there is a level of overlap in
the markets currently served by Harris and York Federal. On the asset side of
the balance sheet, York Federal's loan portfolio consists primarily of
residential mortgage loans, with diversification into commercial and consumer
loans. Investments held by York Federal consist primarily of U.S. Government
and agency securities and mortgage-backed securities.

Strategic Overview
------------------

Harris. Harris is a community-oriented savings banking entity with a
------
primary strategic objective of meeting the financial services needs of its local
customer base. Harris is one of Pennsylvania's largest thrifts, operating in
five different counties through its 33 branches in Pennsylvania and four
branches in one central Maryland county. Harris has pursued growth in its
branch network by opening de novo branches in the targeted market area. In
April 1996, Harris Financial completed the acquisition of First Harrisburg
Bancorp, Inc., Harrisburg, Pennsylvania ("First Harrisburg"), adding
approximately $275 million of assets and 9 branches. Of the Bank's 37 offices,
20 were opened or acquired during the 1990s. Historically, the Bank pursued a
traditional thrift operating strategy, in which 1-4 family residential mortgage
loans and retail deposits constituted the principal components of the Bank's
assets and liabilities,
<PAGE>

RP Financial, LC.
Page 1.6

respectively. Since the installation of a new Chief Executive Officet two years
ago, the Bank has accelerated its focus to that of more of a commercial bank,
with an emphasis on loan portfolio diversification into commercial-type lending,
and building the types and amount of non-interest income revenue source. Since
1995, the Bank has also pursued a strategy to leverage capital by adding to the
balance sheet wholesale assets (i.e., investment securities and mortgage-backed
securities) funded with borrowings. This "wholesale leverage strategy" has
contributed to the significant growth in total assets, increasing the Bank's
return on assets and return on equity.

The Bank's recent lending diversification has served to enhance the overall
yield earned on the loan portfolio. The Bank has sought to limit the credit
risk exposure associated with higher risk types of loans through building a
staff of experienced local commercial loan originators, who emphasize
origination of such loans in local and familiar markets. Credit risk associated
with the loan portfolio has also been limited by the strength of the local
economy and implementation of what are believed by management to be conservative
underwriting guidelines. Economic growth has been supported by the strong
national economy, that spurred an increase in demand for the products and
services produced in the Bank's regional economy. In general, the primary
market area has had low unemployment and increasing real estate values, which
has increased demand for new construction of both residential and commercial
properties.

Investment securities are an important supplement to the Bank's lending
activities and have provided the means to address capital management issues such
as leveraging the existing capital base and providing a market rate return on
equity for shareholders. The investment portfolio, a majority of which is
managed as part of the Bank's wholesale leveraging strategy, is considered to be
indicative of a low risk investment philosophy, as such investments held by the
Bank consist primarily of mortgage-related securities which are guaranteed or
insured by a federal agencies, U.S. Government and agency securities, equities
and FHLB stock. As discussed below, the Bank's investment portfolio is managed
within the overall interest-rate risk position of the Bank.

Until the past five years, retail deposits served as the primary interest-
bearing funding source for the Bank. The Bank's wholesale leverage and capital
management strategies have been funded to a great extent with borrowed funds
and, currently, deposits and borrowed funds are relatively equal in proportion
as funding liabilities. The Bank's deposit growth has continued
<PAGE>

RP Financial, LC.
Page 1.7

at a relatively strong pace over the past four and one-quarter years, and CDs
account for the largest portion of the Bank's deposit composition, although in
recent years the concentration of CDs comprising total deposits has declined and
transaction and savings accounts have become a more notable component of the
Bank's deposit composition. The shift in deposit composition towards lower cost
accounts, combined with the general decline in interest rates, has supported a
general decline in the Bank's overall deposit costs.

Borrowings serve as an important alternative funding source for the Bank to
support the wholesale leverage and capital management strategies and assist in
managing interest rate risk. Although the Bank's deposits have continued to
increase, most of the Bank's recent asset growth has been funded with
borrowings. Borrowings totaled $1.1 billion at March 31, 2000, consisting of
FHLB advances and reverse repurchase agreements. FHLB advances (mostly fixed-
rate) held by the Bank consist of a mixture of short-, intermediate- and long-
term borrowings, with a number of the longer-term advances containing call
features. Reverse repurchase agreements include relatively long-term fixed rate
funds. The Bank also utilizes brokered deposits as a source of funds, although
such funds are generally short-term deposits. The Bank expects to continue to
use borrowings to fund operations. If additional borrowings are required, FHLB
advances and reverse repurchase agreements would likely continue to be the
source of borrowings utilized by the Bank.

Similar to many thrifts, Harris Financial's earnings are primarily
dependent upon net interest income and operating expense levels. Overall, the
Bank's focus on leveraging using investments and borrowings has provided for a
relatively low but stable net interest margin. In particular, the Bank's
emphasis on managing the interest rate risk associated with the net interest
margin has somewhat limited the earnings potential to be realized from the
yield-cost spread. The Bank has in more recent periods expanded the number and
types of non-interest revenue sources and has diversified the loan portfolio
into more higher-yielding loan types, which can be expected to improve the net
interest margin going forward. The Bank's operating expenses are also viewed as
being relatively low, which can in part be attributed to the relatively high
concentration of investments that comprise the Bank's interest-earning assets.
While lower yielding than loans, investments are also less costly to service
than loans. Likewise, on the liability side of the balance sheet, CDs and
borrowings, which constitute the major portion of the
<PAGE>

RP Financial, LC.
Page 1.8

Bank's interest-bearing funding composition, tend to be less service intensive
than transaction and savings accounts.

As indicated above, in recent years, the Bank's operating strategy has
emphasized management of interest rate risk and credit risk. On a core earnings
basis, Harris has maintained profitable operations over the past five years.
Credit risk has been managed by continuing to originate lower risk 1-4 family
loan originations, pursuing other lending opportunities such as commercial and
consumer lending in local and familiar markets, favorable real estate market
conditions and maintaining a notable portion of interest-earning assets in low-
risk types of investments. Likewise, the Bank's strategies have been fairly
effective in limiting interest rate exposure, reflecting the Bank's emphasis on
originating short-term and adjustable rate loans for portfolio, implementing
certain hedging strategies, and selling long term fixed rate 1-4 family
permanent mortgage loan originations into the secondary market. Utilization of
fixed rate borrowings with terms of more than one year and growth of less
interest rate sensitive transaction and savings accounts have also served to
enhance the stability of the Bank's net interest margin.

York Financial Corporation. York Financial is a unitary savings and loan
--------------------------
holding company, organized in 1986 as the holding company for York Federal.
York Federal remains the primary operating subsidiary of York Financial.
Similar to Harris Financial, York Financial pursues a community-oriented thrift
operating strategy, although with a greater emphasis on the origination of 1-4
family loans, in particular residential construction loans. Funding is provided
with both retail deposits and borrowed funds. Lending diversification into
other types of lending has emphasized consumer loans and, to a lesser extent,
commercial real estate loans and commercial business loans. Maintaining asset
quality and managing interest rate risk have also been focal points of York
Financial's operating strategy, as indicated by favorable credit quality
measures and emphasis on interest rate sensitive lending and investment.

Over the past five and one-quarter years, York Financial's operating
strategy has resulted in steady asset and capital growth and relatively steady
returns derived from core earnings. Earnings have been facilitated by increases
in both loans and the investment portfolio, as York Financial has also used, to
a lesser extent than Harris Financial, a wholesale leverage strategy.
<PAGE>

RP Financial
Page 1.9

Growth of the loan portfolio has included growth of higher yielding types of
loans, particularly with respect to growth of the consumer loan portfolio. Asset
growth has been funded by a combination of deposit growth and increased
utilization of borrowings. Retail deposits generated from the branch network
account for the substantial portion of York Financial's deposit composition.
Borrowings held by York Financial consist substantially of short-term FHLB
advances, most of which carried a one-month maturity as of March 31, 2000.

Pro Forma Impact of the Acquisition. Pursuant to the Agreement, at the
-----------------------------------
effective time of the acquisition, each share of common stock of York Financial
issued and outstanding, shall by virtue of the acquisition be converted into the
right to receive a certain number of shares of newly issued Harris Financial
common stock (the "Merger Consideration"). The Merger Consideration will change
depending upon the final independent appraised value of Harris Financial at the
end of the offering. At the midpoint of the appraised value of Harris Financial
as concluded herein, the York Financial shareholders would receive Merger
Consideration consisting of 1.725 of shares Harris Financial stock with an
assumed per share value of $10.00 per share. Accordingly, if the offering were
to close at the midpoint of the valuation range, 17,435,036 shares of Harris
Financial stock will be issued and exchanged for 100 percent of the York
Financial shares, resulting in total shares outstanding of 47,718,888, inclusive
of the second step offering shares and exchange shares issued to currently
minority shareholders of Harris Financial. Deal costs and expenses related to
the acquisition have been estimated at $7.4 million on an after-tax basis. It is
anticipated that cost savings of approximately $11 million on a pre-tax basis
will be realized, primarily in the areas of personnel reductions and reduction
in other operating expense areas. Such reductions in operating expenses are
estimated to total 37 percent of York Financial's non-interest expense. The Bank
has estimated that six or seven branch offices will likely be consolidated
shortly following completion of the acquisition of York Financial, resulting in
a portion of the above listed cost savings.

Reasons for the Acquisition. The acquisition of York Financial will be
---------------------------
beneficial to the Bank's operations in a number of ways. For example, the
acquisition will expand the Bank's market presence in the growing markets of
central Pennsylvania presently served by Harris Financial. As a result of
greater asset size and resources, the combined organization is also
<PAGE>

RP Financial, LC.
Page 1.10

expected to be better postured to complete effectively with the large regional
banks that operate in central Pennsylvania. Moreover, the additional earnings
power provided by the acquisition, including the anticipated cost savings and
leveraging benefits of the acquisition, is expected to support a competitive
return on equity and facilitate Harris Financial's ability to enhance post-
conversion shareholder value over the long term. The combined institution is
expected to rank second in terms of market share in the five-county central
Pennsylvania market area generally served by both institutions. In addition, in
light of the continued consolidation of the banking industry, the current
opportunity for these two similar institutions to merge and move forward as a
stronger single entity may be lost in the future. Other reasons for the merger
are set forth below.

. The expanded branch network will enhance customer convenience,
thereby increasing opportunities for growth at all of the Bank's
branches.

. Harris Financial offers a number of additional products and
services that provide non-interest income that will likely be
provided to the current York Financial customer base. Accordingly,
the marketing efforts of the merged institutions will be more cost
effective, given the larger customer base served in the markets.

. Certain operating synergies and cost reductions, net of certain
consolidation costs, are anticipated as a result of the merger,
including:

-- Reduction in a number of branch office locations through
consolidation;

-- Reduction in personnel expenses through consolidation of
management positions;

-- Reduction of certain professional services, such as legal,
audit and tax and consulting;

-- Spreading securities and shareholder reporting expenses over
a larger base; and

-- Certain cross-selling opportunities

At the same time, there will be certain additional expenses related to
integrating the two organizations and marketing the merged entity

. The larger asset size, equity capital base and market
capitalization should enhance Harris Financial's capacity to pursue
other strategic acquisitions.
<PAGE>

RP Financial, LC.
Page 1.11

Balance Sheet Trends
--------------------

Table 1.1 shows the Bank's historical balance sheet data from December 31,
1995 through March 31, 2000, and the Bank's consolidated pro forma balance sheet
at March 31, 2000 after giving effect to the acquisition of York Financial
before incorporating the capital to be raised in the stock offering. The
following paragraphs describe the historical balance sheet trends for the Bank
on a pre-acquisition basis. The pro forma balance sheet impact of the
acquisition of York Financial will be discussed at the end of this section.

From December 31, 1995 through March 31, 2000, Harris exhibited annual
asset growth of positive 20.4 percent. While growth was recorded in each time
period examined, a large portion of the Bank's asset growth was realized between
fiscal 1995 and 1997, as the result of the implementation of the wholesale
leverage strategy and the acquisition of First Harrisburg. Overall, the Bank's
interest-earning asset composition exhibits a shift towards a higher
concentration of investment and mortgage-related securities, which was offset by
declines in the concentration of loans maintained as a percent of assets. Cash,
securities and mortgage-backed securities have constituted the largest component
of the Bank's interest-earning asset since fiscal year end 1997. Asset growth
has been funded by a combination of deposits and borrowings, with borrowings
providing the majority of such funding increases. A summary of the Bank's key
operating ratios on a pre-acquisition basis for the past five and one-quarter
years is presented in Exhibit I-3.

The Bank's loans receivable portfolio increased at a 17.9 percent annual
rate from 1995 through March 31, 2000, declining as a percent of assets from
51.9 percent at year end 1995 to 47.5 percent at March 31, 2000. Loan growth has
been relatively steady through the time period shown in Table 1.1. As indicated
previously, loan growth has been supported by efforts to diversify the loan
portfolio, primarily into commercial loans, both real estate secured and
commercial business loans. Loan growth has been slowed somewhat by the Bank's
general philosophy of selling originations of 1-4 family fixed rate residential
loans with terms of more than 15 years.

Harris' recent efforts to diversify the loan portfolio away from
traditional 1-4 family residential mortgage loans are reflected in its loan
portfolio composition, as 42.4 percent of total
<PAGE>

RP Financial, LC.
Page 1.12
<PAGE>

RP Financial, LC.
Page 1.13

loans receivable consisted of 1-4 family mortgage loans at March 31, 2000, a
decline from 78.6 percent as of December 31, 1995. Currently, the balance of the
loan portfolio is primarily diversified among commercial real estate and
commercial business loans, which the Bank considers to be "business banking
loans", comprising 28.7 percent of total loans outstanding at March 31, 2000,
and consumer loans, totaling 28.9 percent as of the same date. These trends in
the Bank's loan portfolio over the past four and one-quarter years indicate that
loan growth has been most notable in the area of business banking loans, which
increased from 4.5 percent to 28.7 percent of total loans outstanding during
that timeframe. Consumer loans increased from 17.0 percent to 28.9 percent of
the loan portfolio over the same time period. Comparatively, over the same time
period, the balances of 1-4 family loans exhibited positive growth, but declined
as a percent of total loans outstanding.

The intent of the Bank's investment policy is to generate a favorable
return and provide required liquidity within the context of supporting the
Bank's capital management, earnings, credit and interest rate risk objectives.
Over the past five and one quarter years, the Bank's balance of cash and
investment securities ranged from a high of 31.8 percent of assets at year end
1998 to a low of 14.7 percent of assets at December 31, 1995. The level of such
assets declined from the 1998 fiscal year end high to 22.4 percent as of March
31,2000, as largely attributable to redeployment of those funds into mortgage-
backed securities. As of March 31, 2000, investment securities held by the Bank
consisted primarily of U.S. Government and agency securities ($348.1 million),
equity investments, including mutual funds ($70.3 million), corporate bonds
($63.4 million) municipal securities ($62.7 million) and FHLB stock ($45.8
million). To support management of interest rate risk and liquidity, the Bank's
current philosophy has been to maintain all investment securities as available-
for-sale. The Bank maintained an unrealized loss of $35.1 million on the
available-for-sale portfolio as of March 31, 2000. In addition to investment
securities, the Bank maintained cash and cash equivalents totaling $54.5 million
or 2.0 percent of assets at March 31, 2000, which was consistent with recent
historic levels. Cash and cash equivalents served as the primary funding source
for additional purchases of mortgage-related securities.

Mortgage-backed securities ("MBS") have constituted a significant portion
of the balance sheet since fiscal 1995, reflective of the Bank's wholesale
leverage strategy. The MBS portfolio
<PAGE>

RP Financial, LC.
Page 1.14

increased from a low of $364.6 million or 20.6 percent of assets at year end
1996 to a high of $737.2 million or 26.6 percent of assets at March 31, 2000.
Privately issued collateralized mortgage obligations ("CMOs") comprise the major
portion of the portfolio, with the remainder of the portfolio guaranteed or
insured by a federal agency. Adjustable rate securities comprise the major
portion of the mortgage-backed securities portfolio, most of which had
contractual maturities of more than ten years at March 31, 2000. A total of
$564.7 million, or 76.7 percent of the MBS portfolio was anticipated to prepay
or reprice within three years of March 31, 2000. The entire MBS portfolio is
classified as available for sale and the Bank maintained an unrealized pre-tax
loss of $57.9 million on the portfolio as of March 31, 2000. Exhibit I-4
provides historical detail of the Bank's portfolios of investment and MBS.

Intangible assets totaled $16.9 million or 0.6 percent of assets at March
31, 2000. Goodwill represented $10.2 million of this total, resulting from the
acquisition of First Harrisburg in 1996, while the remaining balance of the
intangible asset is a core deposit intangible value from two branch acquisition
transactions. The goodwill is being amortized over a 15-year period on a
straight-line basis and the core deposit intangible is being amortized over a
seven-year period on a straight-line basis.

Over the past five and one-quarter years, the Bank's funding needs have
been substantially met through retail deposits, borrowings, internal cash flows
and retained earnings, with the primary trend of an increasing reliance on
borrowed funds. From year end 1995 through March 31, 2000, the Bank's deposits
increased at an annual rate of 7.1 percent, with deposit growth in fiscal 1996
realized primarily through the acquisition of First Harrisburg. However,
deposits as a percent of assets decreased from 85.5 percent at year end 1995 to
51.9 percent at December 31, 1997 due to the implementation of the wholesale
leverage strategy and an increasing reliance on borrowings to support
operations. As of March 31, 2000, deposits as a percent of assets remained at
52.0 percent, as the continued moderate increase in deposits has been offset by
continued increased use of borrowed funds that has supported asset growth. The
Bank's deposit composition has exhibited a slight shift towards a higher
concentration of transaction accounts over the past three and one-quarter years
with a corresponding decrease in savings accounts. CDs continue to comprise the
largest component of the Bank's deposits and have remained relatively consistent
over that time period. CDs accounted for 66.6 percent of the
<PAGE>

RP Financial, LC.
Page 1.15

Bank's deposits at March 31, 2000. Money market accounts represent the largest
component of the Bank's transaction and savings account balance, comprising 37.1
percent of those deposits at March 31, 2000.

Borrowings have served as an increasingly important funding source as the
Bank implemented the wholesale leverage strategy and pursued other capital
management strategies over the past few years. Prior to 1996, the Bank's use of
borrowings was limited. Comparatively, at year end 1997, borrowings reached a
balance of $854.0 million or 38.7 percent of assets, reflecting the impact of
the wholesale leverage strategy. Borrowings, in the form of FHLB advances and
reverse repurchase agreements continued to increase beyond the 1997 level to a
high of $1.123 billion as of March 31, 2000. Borrowings consisted of short-,
intermediate- and long-term FHLB advances which have been taken down in concert
with interest rate risk strategies.

The Bank's equity capital increased at a 2.4 percent annual rate over the
past four and one-quarter years. Although the Bank has been profitable in each
period, the increases in capital resulting from retained earnings have been
offset somewhat by stock repurchases, a significant negative AFS adjustment, and
dividends to public shareholders. In particular, the AFS adjustment has
noticeably reduced stated equity, due to the significant portfolio of AFS
securities held by the Bank and recent increases in prevailing market rates.
Capital growth did not keep pace with the Bank's asset growth rate, as the
Bank's equity-to-assets ratio declined from 12.1 percent at year end 1995 to 6.0
percent at March 31, 2000. The Bank maintained capital surpluses relative to all
of its regulatory capital requirements at March 31, 2000.

Balance Sheet Impact of the Acquisition of York Financial. On a stand-alone
---------------------------------------------------------
basis, York Financial has pursued a similar business strategy as Harris
Financial, operating in complementary markets, with similar lines of business
and management philosophies. From June 30, 1995 through March 31, 2000, York
Financial's assets increased at an annual rate of 10.6 percent. Asset growth was
realized through both loan and investment securities growth, with MBS accounting
for a relatively minor portion of York Financial's asset growth since year end
1995. Growth at York Financial has been funded by increased utilization of
borrowings and, to a lesser extent, deposit growth. Borrowings held by York
Financial, which consist
<PAGE>

RP Financial, LC.
Page 1.16

substantially of short-term FHLB advances with terms of one month, increased
from $65.8 million at year end 1995 to $348.0 million at March 31, 2000. York
Financial's deposits increased at a 7.1 percent annual rate over the past four
and one-quarter years, with positive growth being sustained throughout the
period. Like Harris Financial, loans receivable have consistently represented
the largest component of York Financial's interest-earnings asset composition,
but have declined as a percent of total assets from 84.3 percent at year end
1995 to 69.2 percent of assets at March 31, 2000. York Financial has been
predominantly a 1-4 family lender, with such loans approximating $715 million or
63.0 percent of York Financial's total loans outstanding at March 31, 2000.
Consumer and commercial loans represent the primary area of lending
diversification for York Financial, with personal loans and home equity loans
constituting the largest portion of the consumer loan portfolio. Lending
diversification by York Financial also includes construction and commercial
business loans. York Financial's equity increased at a 5.5 percent annual rate
over the past four and three-quarter years. Like operations at Harris Financial,
York Financial's capital growth rate reflects the negative impact of stock
repurchases, dividend payments and a negative AFS adjustment largely offsetting
the positive impact provided by the retention of earnings. York Financial's
equity-to-assets ratio equaled 6.7 percent at March 31, 2000, versus a
comparable ratio of 8.5 percent at year end 1995. All of York Financial's
capital is tangible capital and York Financial maintained capital surpluses
relative to the regulatory capital requirements as of March 31, 2000.

The acquisition of York Financial will be accounted for using the pooling
of interests method, in which the assets and liabilities of York Financial will
be added to those of Harris Financial at their historical cost. The "Pro Forma
Combined" column in Table 1.1 shows the pro forma impact of combining the March
31, 2000 balance sheets of Harris Financial and York Financial, including a $7.3
million after-tax impact of anticipated merger costs net of consolidating assets
held at the MHC level. On a pro forma combined basis, assuming pooling of
interests accounting and prior to the impact of the offerings, Harris Financial
reported assets of $4.4 billion, stockholders' equity of $269.8 million, and
tangible stockholders' equity of $252.9 million. It is these pre-conversion
financial figures that will be utilized in conjunction with the valuation
analysis in Chapter IV of this appraisal.
<PAGE>

RP Financial, LC.
Page 1.17

Income and Expense Trends
-------------------------

Table 1.2 shows the Bank's historical income statements from the year ended
December 31, 1995 through the twelve months ended March 31, 2000, as well as the
Bank's pro forma combined income statement for the twelve months ended March 31,
2000 giving effect to the acquisition of York Financial. Earnings for the Bank
over the past five and one-quarter years ranged from a low of 0.07 percent of
average assets in 1996 to a high of 0.89 percent of average assets in 1997. For
the twelve months ended March 31, 2000, the Bank reported net income of $17.8
million or 0.67 percent of average assets. After adjusting net income for
non-recurring and non operating items, the Bank recorded adjusted net income of
$16.9 million for the twelve months ended March 31, 2000. Consistent with the
Bank's traditional thrift operating strategy, net interest income and operating
expenses represent the primary components of the Bank's core earnings.
Non-interest operating income has been somewhat limited, but has become an
increasing contributor to the Bank's earnings. Loan loss provisions have
typically been a limited factor in the Bank's earnings, reflecting the portfolio
of relatively low risk 1-4 family loans and relatively high concentration of
interest-earning assets maintained as low risk investments. Gains and losses
realized from the sale of loans and investments have been a net contributor to
the Bank's earnings over the past three fiscal years, with such gains derived
through the sale of fixed rate 1-4 family loan originations, MBS and certain
investment securities.

The Bank has maintained a relatively low net interest margin throughout the
period shown in Table 1.2, reflecting the Bank's emphasis on managing interest
rate risk and credit risk and pursuing growth through the wholesale leverage
strategy as the concentration of investments in the earning asset portfolio
funded by borrowed funds has reduced the net interest margin spread. Over the
past five and one-quarter years, the Bank's net interest income to average
assets ratio ranged from a low of 2.32 percent for the 12 months ended March 31,
2000 to a high of 2.89 percent during fiscal 1995. The slight nature of the
decline in the Bank's net interest margin from 1997 through the most recent 12
month period is indicative of the Bank's success in managing interest rate risk,
as the net interest margin has only varied by 0.10 percent over that time period
and the Bank's yield/cost spread fluctuated by only 0.03 percent during fiscal
years 1997 through 1999. The Bank's weighted average yield on interest-earning
assets declined by 0.40 percent over that two year time frame, while the average
cost of interest-bearing liabilities
<PAGE>

RP Financial, LC
Page 1.18
<PAGE>

RP Financial, LC.
Page 1.19

declined by 0.37 percent. Overall, the Bank's interest rate spread declined from
2.38 percent in 1997 to 2.35 percent in 1999.

For the three months ended March 31, 2000, the Bank's net interest margin
ratio decreased to 2.27 percent. The decrease in the net interest margin ratio
was due to a noticeable increase in funding costs, as the recent higher interest
rate environment has caused costs of interest-bearing liabilities to increase
faster than yields on interest-earning assets. Overall, the Bank's net interest
rate spread and net interest margin have exhibited relatively limited
fluctuation, reflecting the Bank's emphasis on management of interest rate risk
and match-funding of assets and liabilities through interest rate sensitive
types of lending and maintaining an investment portfolio which includes
securities with short- and intermediate-term maturities. The Bank's historical
net interest rate spreads and yields and costs set are set forth in Exhibits I-3
and I-5.

Although the Bank has initiated strategies to improve non-interest
operating income levels and diversify the revenue base of the Bank, non-interest
operating income generally has not been a significant contributor to the Bank's
earnings, with such income largely derived from retail banking fees and service
charges. Throughout the period shown in Table 1.2, non-interest operating income
ranged from a low of 0.25 percent of average assets in 1996 to a high of 0.38
percent of average assets during the twelve months ended March 31, 2000. The
increase in non-interest operating income has been primarily realized through
the above mentioned additional revenue sources and from growth of income
generated from the larger customer and deposit base. The Bank's commercial
banking emphasis is expected to increase the level of non-interest operating
income in the future, however, the Bank's earnings can be expected to remain
highly dependent upon the net interest margin.

Operating expenses represent the other major component of the Bank's
earnings, ranging from a low of 1.69 percent of average assets for the twelve
months ended March 31, 2000 to a high of 2.11 percent of average assets during
1996. The Bank's maintenance of a relatively high concentration of interest-
earning assets in less service intensive cash, investments and MBS has
contributed to its control of operating expenses, and the decline in operating
expenses from the 1996 high to current levels is due to the wholesale leverage
strategy that has spread operating expenses over a much larger asset base.
Upward pressure will be placed on the Bank's operating
<PAGE>

RP Financial, LC.
Page 1.20

expense ratio following the stock offering and acquisition of York Financial,
due to expenses related to the stock benefit plan. However, anticipated cost
savings provided by the acquisition are expected to be material, resulting in
improved operating expense ratios going forward, as York Financial will be
merged into Harris Financial.

Overall, the general trends in the Bank's net interest margin and operating
expense ratio since 1995 have resulted in a decline in the expense coverage
ratio (net interest income divided by operating expenses). The Bank's expense
coverage ratio equaled 1.54 times during 1995, versus a comparable ratio of 1.37
times during the twelve months ended March 31, 2000. Comparatively, the Bank's
efficiency ratio (operating expenses, net of amortization of intangibles, as a
percent of the sum of net interest income and non-interest operating income) of
62.4 percent for the twelve months ended March 31, 2000 was less favorable than
the 59.2 percent efficiency ratio maintained during 1995. A decline in the net
interest margin and a relatively stable level of operating expenses both
contributed to the decrease in the Bank's efficiency ratio since 1995.

Over the past five and one-quarter years, credit quality related losses
generally have not been a material factor in the Bank's earnings, reflecting the
Bank's maintenance of generally favorable credit quality measures and an active
local real estate market. Loan loss provisions established by the Bank ranged
from a low of 0.00 percent of average assets during 1995 to a high of 0.13
percent of average assets during fiscal year 1996. As of March 31, 2000, the
Bank maintained valuation allowances of $12.0 million, equal to 0.92 percent of
net loans receivable and 73.83 percent of non-performing assets and accruing
loans 90 days or more past due. Exhibit I-6 sets forth the Bank's loan loss
allowance activity during the past five and one-quarter years.

Gains and losses resulting from the sale of loans, MBS and investment
securities have been a somewhat limited factor in the Bank's earnings throughout
the past five and one-quarter years. Over the past five and one-quarter years,
net gains on sales of these assets posted by the Bank have ranged from a low of
a slight loss as a percent of average assets during the twelve months ended
March 31, 2000 to a high of 0.41 percent of average assets for fiscal 1998. The
gains posted by the Bank in recent years have been realized through the sale of
a mixture of fixed rate 1-4 family loans, MBS and investment securities, with
loan sales and MBS sales providing
<PAGE>

RP Financial, LC.
Page 1.21

the higher amounts of gains on sale. The recent decline in such gains reflect
the recent rising interest rate environment and a slow down experienced in the
Bank's lending volume of longer term fixed rate loans. Accordingly, gains
recorded by the Bank have been largely contingent upon the prevailing interest
rate environment and demand for longer term fixed rate loans and, thus, should
be viewed as a fluctuating component of the Bank's earnings. The relatively high
non-operating loss posted in 1996 reflects the impact of the special assessment
to recapitalize the SAIF, which amounted to a pre-tax expense of $11.3 million
or 0.77 percent of average assets. During the twelve months ended March 31,
2000, the Bank recorded two significant non-operating income items, the sale of
a significant parcel of real estate at an approximate $2.6 million pre-tax gain
and the disposition of mortgage banking operations at an approximate $1.2
million pre-tax loss. These items are non-recurring items.

The Bank's effective tax rate has generally approximated 28 to 30 percent,
lower than the stated federal and state combined corporate rate due to the use
of tax-free investments in the Bank's investment portfolio and the use of a
Delaware-state investment subsidiary which provides for exemption from state
income taxes for investments placed in the subsidiary. As set forth in the
Prospectus, the Bank's marginal effective tax approximates 35 percent.

Pro Forma Earnings Impact of York Financial Acquisition. On a stand-alone
-------------------------------------------------------
basis, York Financial reported positive earnings over the past five and one-
quarter years, ranging from a low of 0.61 percent of average assets during 1997
to a high of 0.99 percent of average assets during 1996. For the twelve months
ended March 31, 2000, York Financial reported net income of $10.5 million or
0.68 percent of average assets. The relatively low return posted during 1997 was
attributable to the one-time special SAIF assessment, which amounted to 0.30
percent of average assets, net of taxes. Net interest income and operating
expenses also represent the major components of York Financial's core earnings,
which is supplemented by non-interest operating income derived from fees and
service charges and other miscellaneous sources of income. Loan loss provisions
have had a limited impact on York Financial's earnings, which has been supported
by York Financial's maintenance of favorable credit quality measures. Gains
realized from the sale of loans and investments have been a modest contributor
to York Financial's earnings throughout the past five and one-quarter years. For
the twelve months ended March 31,
<PAGE>

RP Financial, LC.
Page 1.22

2000, York Financial maintained expense coverage and efficiency ratios of 1.21
percent and 65.2 percent, respectively.

The "Pro Forma Combined" column in Table 1.2 shows the pro forma impact of
the acquisition, assuming pooling of interests accounting, on the March 31, 2000
trailing twelve months earnings of Harris Financial. These figures reflect the
historical trailing twelve months earnings for Harris Financial and York
Financial. On a pro forma combined basis, assuming pooling of interests
accounting and prior to the impact of the offerings, Harris Financial reported
earnings of $28.3 million, equal to 0.68 percent of average assets, and adjusted
net income of $26.6 million. The pro forma combined figures reflect no impact
from potential cost savings resulting from the acquisition. It is these pre-
conversion earnings figures that will be utilized in conjunction with the
valuation analysis in Chapter IV of this appraisal.

Interest Rate Risk Management
-----------------------------

The Board and management recognize the importance of interest rate risk to
the Bank's operations; accordingly, in managing the Bank's interest rate risk,
the Bank seeks to maintain an acceptable balance between maximizing yield
potential and limiting exposure to changing interest rates. Management of the
Bank's interest rate risk is conducted on an ongoing basis and is reviewed
formally by the Asset/Liability Committee ("ALCO") as needed. Harris Financial
also utilizes monthly interest rate risk exposure reports prepared internally to
monitor and analyze the effects that interest rate movements will have on the
balance sheet and on net interest income. A "cumulative gap" calculation is also
performed on a monthly basis, to detail the differences between the repricing of
earning assets and costing liabilities within specific time buckets. Based on
the Bank's most recent quarterly analysis, a 200 basis point instantaneous and
sustained rise in interest rates would result in a 5.9 percent decline in net
interest income and a negative 12.8 percent negative gap in the one-year time
period. These are within targeted limits as set forth by the Board (see Exhibit
I-7).

The Bank manages interest rate risk from both the asset and liability side
of the balance sheet. On the asset side, the Bank emphasizes investment in
securities that are match-funded with borrowed funds, sells long term 1-4 family
fixed rate loan originations to the secondary market and has diversified into
interest rate sensitive types of lending. As of March 31, 2000, of
<PAGE>

RP Financial, LC.
Page 1.23

the total loans due after March 31, 2000, ARM loans comprised 28 percent of
those loans (see Exhibit I-8). The Bank's entire investment portfolio is
classified as available-for-sale and, thereby, facilitates the ability to sell
investments for purposes of interest rate risk management. In addition, the Bank
manages interest rate risk in its pipeline of construction loans by purchasing
hedges comprised, at March 31, 2000, of 6 hedges with a notional principal
balance of $32.5 million. On the liability side of the balance sheet, management
of interest rate risk has been pursued through utilizing match-funded and
laddered FHLB advances with terms of more than one year, seeking to extend CD
maturities through offering attractive rates on certain longer term CDs, and
emphasizing growth of lower cost and less interest rate sensitive transaction
and savings accounts.

Management of interest rate risk by York Financial is conducted in a
similar manner as Harris Financial, including diversification into interest rate
sensitive types of lending, selling longer term 1-4 family fixed rate loan
originations to the secondary market and utilizing fixed rate FHLB advances with
terms of more than one year. York Financial relies on OTS and internally
generated interest rate risk exposure reports to monitor and analyze the effects
that interest rate movements will have on the balance sheet and net interest
income. As of December 31, 1999, the internally generated analysis indicated
York Financial's 12 month net interest income under a 200 basis point
instantaneous and sustained rise in interest rates would decline by 18 percent.

Lending Activities and Strategy
-------------------------------

The Bank's lending activities have traditionally emphasized 1-4 family
permanent mortgage loans, although as part of the recent strategic conversion to
a commercial banking strategy, the Bank has increased the focus on originating
and investing in business banking loans. 1-4 family permanent mortgage loans
continue to comprise the largest concentration of the loan portfolio. Beyond 1-4
family loans, lending diversification by the Bank has emphasized business
banking loans, including commercial real estate commercial business loans, and
consumer loans. To a lesser extent, lending diversification by the Bank includes
construction loans. Exhibit I-9A provides historical detail of Harris
Financial's loan portfolio composition over the past five and one-quarter years
and Exhibit I-10 provides the contractual maturity of the Bank's loan portfolio
<PAGE>

RP Financial, LC.
Page 1.24

by loan type as of March 31, 2000. York Financial's loan portfolio composition
exhibits a somewhat higher proportion of 1-4 family permanent mortgage loans and
residential construction loans, with diversification into other types of lending
consisting primarily of consumer loans.

The Bank originates both fixed rate and adjustable rate 1-4 family
permanent mortgage loans, retaining a majority of the ARM loan originations for
portfolio. Currently, most fixed rate loan originations with terms of more than
15 years are sold to the secondary market. Standard fixed rate loans offered by
the Bank have terms ranging from 10 to 30 years. ARM loans offered by the Bank
include adjustable loans that reprice every year, as well as loans that have are
adjustable in nature that the borrower can convert to a fixed rate loan at the
end of one or five years. ARM loans are also offered that are fixed for the
first 3 or 5 years and convert to an annual adjustment feature at that time. ARM
loans are currently indexed to U.S. Treasury securities, with the initial rate
of interest dependent upon the length of the repricing term (i.e., a lower rate
is charged for loans with an initial five-year fixed rate repricing term
compared to loans with an initial one-year repricing term). Initial rates on ARM
loans are typically discounted from the fully-indexed rate.

Loans sold by the Bank are sold to on a servicing released basis, as it was
recently determined that the retention of servicing was not profitable for the
Bank. Consistent with secondary market requirements, the Bank will originate 1-4
family loans up to a loan-to-value ("LTV) ratio of 95.0 percent, although
private mortgage insurance ("PMI") is typically required for loans with LTV
ratios above 80.0 percent. The Bank has not historically purchased loans. As of
March 31, 2000, the Bank's 1-4 family permanent mortgage loan portfolio equaled
$558.4 million or 42.4 percent of total loans outstanding.

York Financial's 1-4 family lending activities are fairly comparable to the
Bank's. Loans are underwritten to secondary market requirements and with the
exception of fixed rate loans with terms of more than 15 years are currently
retained for portfolio by York Financial. Loans are generally sold to the
secondary market with servicing retained by York Financial. York Financial
offers a one-year ARM loan with the loan interest rate tied to the U.S. Treasury
one year rate. A five-year adjustable rate loan is also offered that the
interest rate is fixed for the first five years and adjusts annually thereafter.
York Financial also offers fixed rate 7-year balloon
<PAGE>

RP Financial, LC.
Page 1.25

loans on residential property. York Financial has not historically purchased
significant balances of 1-4 family residential loans. As of March 31, 2000, York
Financial's 1-4 permanent mortgage loan portfolio equaled $710.9 million or 63.0
percent of total loans outstanding. A comparison of Harris' and York Financial's
loan portfolio composition as of March 31, 2000 is included as Exhibit I-9B).

Construction loans originated by the Bank consist of construction-permanent
loans. Construction loans are underwritten with the same terms as the Bank's
permanent mortgage loans, but require payment of interest only during the
construction period. The Bank's construction loans are secured by a mixture of
1-4 family, commercial and multi-family properties. As of March 31, 2000,
Harris' outstanding balance of construction and development loans totaled $19.4
million or 1.5 percent of total loans outstanding. In most cases, the Bank buys
a hedge for the six month construction period and then sells into the secondary
market the permanent mortgage loan into which the construction loan converts. As
of March 31, 2000, York Financial's outstanding balance of construction and land
loans totaled $136.6 million or 12.1 percent of total loans outstanding. York
Financial's construction loan activity is also primarily focused on residential
property in the local market area. A majority of the construction loans convert
to permanent status.

Through its business banking department, the Bank is an active originator
of commercial real estate and commercial business loans, which are generally
collateralized by properties in the Bank's primary market area. As of March 31,
2000, the Bank had $104 million in commercial real estate loans and $274 million
of commercial business loans. Properties securing the commercial real estate
portfolio consist primarily of office buildings, industrial facilities, retail
facilities or apartment buildings. The Bank originates commercial real estate
and multi-family loans up to a maximum LTV ratio of 80 percent and requires a
minimum debt-coverage ratio of 1.2 times. Loan terms typically provide for up to
20-year amortizations and are generally offered with 10-year terms that are
fixed for the first three or five years. In light of the higher credit risk
associated with commercial real estate and multi-family loans, loan rates
offered on those loans are at a premium to the Bank's 1-4 family loan rates.
Commercial business loans are made in the primary market area to professionals,
sole proprietorships and small to medium sized businesses. Loans are generally
fixed rate for the first three or five years and have terms of up to ten years.
<PAGE>

RP Financial, LC.
Page 1.26

Commercial loans are generally secured by a wide variety of collateral and
supported by personal guarantees.

York Financial, to a lesser extent, offers commercial real estate and
commercial business loans under comparable terms as offered by Harris Financial,
requiring a LTV ratio of 80 percent or less and a debt-coverage ratio of at
least 1.2 times. The portfolio is secured substantially by local properties or
businesses, which includes office buildings, industrial properties, retail
properties and apartment buildings. As of March 31, 2000, York Financial's
portfolio of commercial real estate and commercial business loans totaled $125
million or 11 percent of total net loans outstanding.

Loan portfolio diversification by Harris Financial into other types of
lending consists of consumer loans. The Bank's consumer loan portfolio is
substantially comprised of automobile, manufactured housing (mobile homes), and
other miscellaneous consumer credit. The Bank maintains a portfolio of mobile
home loans of approximately $80 million that have been purchased from a mobile
home loan origination company in Florida. These loans are secured by mobile
homes in most states east of the Mississippi River. The Bank targets a mobile
home loan portfolio of approximately 3 percent of assets, and expects to
maintain this portfolio size following the York Financial acquisition. The
agreement with Triad allows for a dealer commission. Harris also originates
indirect automobile loans obtained through dealers in the central Pennsylvania
area, and maintains a portfolio of approximately $105 million of automobile
loans. Such loans are attractive to the Bank due to their short-term or
adjustable rate nature, which minimizes interest rate risk, and the higher
interest rates of these loan types, which provides more interest income to the
Bank. Automobile loans have terms of up to six years for a new car. As of March
31, 2000, the Bank has originating automobile loans from approximately 50
dealers in the market area. Harris also originates home equity real estate loans
or real estate loans secured by 2nd mortgages on residential property in the
Bank's market area. Home equity loans originated by the Bank area generally
fixed rate with terms of up to 15 years, while home equity lines of credit area
adjustable rate indexed to the prime rate of interest. This area of lending is
expected to have a lower focus that commercial and other consumer type lending.

Consumer lending has also been an area of lending diversification for York
Financial, which has been supported by home equity lending and education loans.
As of March 31, 2000,
<PAGE>

RP Financial, LC.
Page 1.27

home equity loans accounted for $51.4 million or 32 percent of York Financial's
consumer loan portfolio, while education loans totaled $20.8 million, or 13
percent. The balance of York Financial's consumer loan portfolio consists
primarily of home improvement loans, installment loans, automobile loans, boat
loans and loans secured by deposits and credit card balances. As of March 31,
2000, York Financial's consumer loan portfolio totaled $158.6 million or 14
percent of total loans outstanding.

Exhibit I-11 provides a summary of the Bank's lending activities over the
past five and one-quarter fiscal years. First mortgage loans, consisting
primarily of 1-4 family permanent mortgage loans, have accounted for the largest
portion the Bank's total lending volume during the past five and one-quarter
fiscal years, although lending volumes for 1-4 family, commercial and consumer
were essentially equal for fiscal 1999. Growth of the 1-4 family loan portfolio
has been partially slowed by the sale of fixed rate loan originations, which
peaked at $199.4 million during 1999. Loan originations peaked in fiscal 1998 at
$762.1 million. An increase in refinancing activity largely accounted for the
peak levels of originations, repayments and sales recorded by the Bank during
1998. The Bank has recorded minimal levels of loan purchases in the last five
years.

York Financial's recent lending activities reflect originations of consumer
loans and 1-4 family permanent mortgage loans, which have been the most active
areas of lending for York Financial. Originations of 1-4 family permanent
mortgage loans were significant in 1998 and 1999, reflecting the impact of an
increase in refinancing activity. The increase in refinancing activity also
translated into higher loan repayment and loan sales and, thus, the loan
portfolio decrease in both 1998 and 1999. Loan origination activity remained
relatively strong into fiscal 2000, resulting in overall loan portfolio growth
into fiscal 2000.

Asset Quality
-------------

The Bank's 1-4 family lending emphasis has generally supported favorable
credit quality measures. Over the past five and one-quarter fiscal years,
Harris' balance of non-performing assets and accruing-loans that are 90 days or
more past due ranged from a low of 0.59 percent of assets year end 1998 to a
high of 0.72 percent of assets at year end 1996. As of March 31, 2000, the
Bank's non-performing assets-to-assets ratio equaled 0.63 percent. As shown in
Exhibit I-12,
<PAGE>

RP Financial, LC.
Page 1.28

the Bank held $10.8 million of non-accruing loans, $5.1 million of accruing
loans that are 90 days or more past due and $1.5 million of foreclosed real
estate, as of March 31, 2000. The Bank reviews and classifies assets on a
monthly basis and establishes loan loss provisions based on the overall quality,
size and composition of the loan portfolio, as well other factors such as
historical loss experience, industry trends and local real estate market and
economic conditions. The Bank maintained valuation allowances of $12.0 million
at March 31, 2000, equal to 0.92 percent of net loans receivable and 75.68
percent of non-performing assets and accruing loans that are 90 days or more
past due.

York Financial's non-performing assets and accruing loans that are 90 days
or more past due have been minimal over the past five and one-quarter years. As
of March 31, 2000, York Financial's balance of non-performing assets and
accruing-loans that are 90 days or more past due totaled $11.2 million or 0.69
percent of assets. York Financial maintained valuation allowances of $11.3
million at March 31, 2000, equal to 1.01 percent of net loans receivable and
141.5 percent of non-performing assets and accruing loans that are 90 days or
more past due.

Funding Composition and Strategy
--------------------------------

Deposits have consistently accounted for the Bank's primary source of funds
and at March 31, 2000 deposits accounted for 56.2 percent of Harris' interest-
bearing funding composition. Exhibit I-13A sets forth the Bank's historical
deposit composition for the past three and one-quarter years and Exhibit I-14
provides the interest rate and maturity composition of the CD portfolio at March
31, 2000. CDs represent the largest component of the Bank's deposit composition,
with Harris' current CD composition reflecting a higher concentration of short-
term CDs (maturities of one year or less). As of March 31, 2000, the CD
portfolio totaled $964.1 million or 67.0 percent of total deposits, with 54
percent of those CDs maturing in one year or less. As of March 31, 2000, jumbo
CDs (CD accounts with balances of $100,000 or more) amounted to $118.8 million
or 12.3 percent of total CDs. Harris maintains a balance of brokered CDs equal
to approximately $85 million that have been obtained in relation to the Bank's
wholesale leverage strategy. Deposit rates offered by the Bank are generally in
the middle of the range of rates offered by local competitors.
<PAGE>

RP Financial, LC.
Page 1.29

Lower cost savings and transaction accounts comprise the balance of the
Bank's deposit composition, with such deposits amounting to $475.6 million, or
33 percent, of total deposits at March 31, 2000. Over the past three and one-
quarter fiscal years, the Bank's concentration of transaction and savings
accounts comprising total Within the core deposit base, money market deposit
accounts have increased while savings accounts have declined.

Borrowings have served as an increasingly important funding source for the
Bank to support the wholesale leverage strategy and capital management issues of
the Bank. Prior to 1996, the Bank's use of borrowings deposits has remained
relatively constant as a percent of total deposits. was limited. Comparatively,
at year end 1997, borrowings reached a balance of $854.0 million or 38.7 percent
of assets, reflecting the impact of the wholesale leverage strategy. Borrowings,
in the form of FHLB advances and reverse repurchase agreements continued to
increase beyond the 1997 level to a high of $1.123 billion as of March 31, 2000.
These borrowings consisted of short-, intermediate- and long-term FHLB advances
which have been taken down in concert with interest rate risk strategies.
Exhibit I-15 provides further detail of Harris' borrowing activities during the
past three and one-quarter years.

As of March 31, 2000, deposits held by York Financial totaled $1.2 billion
and accounted for 77 percent of York Financial's interest-bearing funding
composition. CDs represent the largest component of York Financial's deposit
composition, with York Financial's current CD composition reflecting a higher
concentration of short-term CDs. As of March 31, 2000, the CD portfolio totaled
$638 million or 54.7 percent of total deposits. As of March 31, 2000, jumbo CDs
amounted to $191.9 million or 30.0 percent of total CDs. York Financial held no
brokered CDs at March 31, 2000. Transaction and savings accounts comprised 45.3
percent of York Financial's total deposits at March 31, 2000. As of March 31,
2000, money market accounts comprised the largest component of York Financial's
core deposits, equaling $327 million or 61.8 percent of core deposits. A
comparison of the deposit compositions of Harris Financial and York Financial is
included at Exhibit I-13B).

York Financial maintained borrowings of $348 million at March 31, 2000,
which consisted substantially of FHLB advances. FHLB advances held by York
Financial consist of fixed rate instruments, most of which had remaining
maturities of more than one year at March 31, 2000. York Financial also held
$5.1 million of other variable rate borrowings at March 31,
<PAGE>

RP Financial, LC.
Page 1.30

2000. Exhibit I-15B provides detail of York Financial's borrowing activities
during the past three and one-quarter years.

Subsidiaries
------------

Harris has a total of five wholly-owned subsidiaries: AVSTAR Mortgage
Corporation, Harris Delaware Corporation, H.S. Service Corporation, First
Harrisburg Service Corporation, and C.B.L. Corporation. AVSTAR Mortgage
Corporation is a mortgage banking company that originates and sells primarily 1-
4 family residential loans. AVSTAR was significantly wound down during fiscal
1999. Harris Delaware manages certain investments in marketable securities. H.S.
Service Corporation is primarily engaged in residential real estate investments
in joint ventures. First Harrisburg Service Corporation is mainly involved with
title, life, annuity, and other insurance activities and an investment in a
wholly-owned subsidiary that is primarily engaged in real estate investments in
joint ventures. C.B.L. Service Corporation is inactive and has negligible assets
and liabilities. The Bank also maintains a 50 percent ownership in WFG Capital,
an investment advisory firm that is headquartered in Harrisburg.

In addition to York Federal, York Financial maintains seven active
subsidiaries: York Financial Investment Corporation (a second tier subsidiary),
Y-F Service Corporation, First Capital Brokerage Services, Inc., First Capital
Insurance Services, Inc., New Service Corp., Lenders Support Group and Meridian
Venture Partners. York Financial Investment Corporation is a Delaware
corporation that engages in the management of certain investment securities. Y-F
Service Corporation owns office facilities that it leases to York Federal and
affiliates and is engaged in land acquisition, development and construction of
future branch office locations. First Capital Brokerage Services, Inc. is a
discount securities brokerage subsidiary that provides services to customers of
York Federal and the general public. First Capital Insurance Services, Inc.
provides credit life and health insurance products to certain of the insured
institution's consumer loan customers, employee group benefit plans, as well as
a wide variety of life insurance products to the retail market. New Service
Corp. primarily engages in land acquisition, development and construction
projects for management or resale. Lenders Support Group performs residential
construction and home inspection and residential appraisal services for York
Federal and the general public. Meridian Venture Partners ("MVP") is an equity
<PAGE>

RP Financial, LC.
Page 1.31

oriented venture capital partnership organized in 1987 and licensed as a small
business investment company. The purpose of MVP is to make equity investments,
primarily in established companies.

With the exception of York Financial Investment Corporation, current plans
are to maintain all other operating subsidiaries following the acquisition. At
this time, there are no other plans to close or consolidate the existing
subsidiaries maintained by Harris and York Financial.

Legal Proceedings
-----------------

In March 1998 Plaintiffs Mr. And Mrs. Laureano brought a legal action in
the Court of Common Pleas of Berks County, Pennsylvania against Avstar Mortgage
Corporation, a presently inactive subsidiary of Harris Savings Bank, several of
its former officers and employees and other individuals and corporations. Mr.
And Mrs. Laureano in October of 1999 brought another action in Berks County
Court against various additional defendants including Harris Savings Bank,
Harris Financial and three other ex officers and employees of Avstar. Both cases
arise out of the Laureanos' claims that they were sold a house and given a
mortgage by Avstar for more than the house was worth. The Laureanos have
characterized their complaints as class actions. Harris Financial, Harris
Savings Bank, Avstar and its former employees are actively contesting both the
legal and factual basis of the Laureanos' claims as well as their suitability
for class action status. As of June 5, 2000 preliminary objections of all
defendants to the Laureanos' third amended compliant are pending before the
court. Because of the preliminary status of the proceedings, the extent of the
potential damages, losses or costs, if any, of Harris Financial or its
subsidiary is not ascertainable at this time and will not likely be determinable
in the immediate future.

Harris Financial is aware that as the result of the Laureano suit, the
Department of Housing and Urban Development is engaged in an on-going
investigation of the Federal Housing Administration insured lending activities
of Avstar Mortgage Corporation. The Department of Housing and Urban Development
has indicated the likelihood that it will initiate administrative and
potentially civil proceedings for sanctions against Avstar and Harris Savings
Bank as its parent. Because Harris Financial and Harris Savings Bank are not
aware of the commencement
<PAGE>

RP Financial, LC.
Page 1.32

of any legal action, and believe that there are currently no claims pending, the
extent of the potential damages, losses or costs, if any, of Harris Financial or
its subsidiary is not ascertainable at this time and will not likely be
determinable in the immediate future.

In addition, to the matter discussed above, there are various claims and
lawsuits in which Harris Financial is periodically involved incident to Harris
Financial's business. In the opinion of management, no material loss is expected
from any of such pending claims or lawsuits.
<PAGE>

RP Financial,LC
Page 2.1

II. MARKET AREA

Introduction
------------

Harris is one of Pennsylvania's largest thrifts, serving the south-central
region of the state with 33 branch offices. Four branch offices are also
maintained in the Hagerstown, Maryland metropolitan area. Through its branch
network, the Bank serves five counties, and several loan production offices
serve three additional counties in south-central and southeastern Pennsylvania.
This network of branches provides access to a large population base, in excess
of 1.5 million persons, and includes both metropolitan areas and more rural
sections of the Commonwealth. The Bank is headquartered and maintains its
largest market presence in the Harrisburg metropolitan area, including Dauphin
County (which contains the city of Harrisburg), and Cumberland County, directly
west of Harrisburg across the Susquehanna River. Approximately 50 percent of the
Bank's deposits are located in these two counties. The Bank maintains an
additional presence in Lancaster and Lebanon Counties, with a minor presence in
York County. Lancaster County represents a fast-growth area with a population
base approaching 500,000, and an economy traditionally based on agriculture that
has seen a significant expansion of suburban development. Lebanon County remains
a relatively small county in terms of population and is more rural in nature
than the Bank's other four market area counties. The Bank also maintains a small
presence in York County through three offices. York County is a relatively
strong growth market area in terms of population, with noticeable development of
suburban areas. These five counties all reflect a contiguous market area. The
substantial portion of Harris' lending and deposit activities are derived from
the counties where the Bank maintains a branch presence.

York Financial operates 23 branch offices in four counties in south-central
Pennsylvania, along with two branches in Harford County, Maryland, located in
the northeastern section of Maryland. These four Pennsylvania counties are also
included in the Harris market area. York Financial is headquartered in the city
of York, which is centrally located in York County. York County accounts for
York Financial's largest market presence, followed by Cumberland County to the
north. Following the acquisition, York Financial's branches will be converted to
Harris'
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branches, with an estimated six branches to be consolidated, as there is a level
of overlap with respect to the two branch networks. The combined operations of
Harris and York Financial will become the second largest thrift based in
Pennsylvania, behind only Sovereign Bank. A listing of both Harris' and York
Financial's branch offices is included as Exhibit II-1.

As indicated above, the primary market area includes a mixture of rural,
suburban and urban markets, with the Harrisburg MSA being the most populous and
more urban of the markets served by Harris' and York Financial's branches. Given
the wide ranging presence of the Bank's branch network, Harris' market area has
a fairly diversified economy, with services, wholesale/retail trade,
manufacturing, and state and local government constituting the basis of the
economy. The Bank's competitive environment includes a large number of thrifts,
commercial banks, credit unions and other financial services companies, some of
which have a regional or national presence.

Future business and growth opportunities will be partially influenced by
economic and demographic characteristics of the markets served by the Bank,
particularly the future growth and stability of the regional economy,
demographic growth trends, and the nature and intensity of the competitive
environment for financial institutions. These factors outlined herein have been
taken in account regarding their relative impact on value.

National Economic Factors
-------------------------

The future success of the Bank's operations is partially dependent upon
various national and local economic trends. Trends in the national economy have
generally been favorable over the past year, as the national economy has
experienced strong growth with low inflation, despite significant job creation
and low unemployment rates by historical standards. The Federal government
continues to operate with a budget surplus, and expectations are for a rising
surplus in the next five years, which has reduced the demand for dollars in the
capital markets. Unemployment rates remained below 5.0 percent throughout 1999
and declined to a 30-year low of 3.9 percent in April 2000, although such level
increased to 4.1 percent as of May 2000. The favorable economy has spurred
consumer spending, increased demand for housing and a heightened pace of
economic activity overall. Gains in the stock market have also contributed to
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the robustness of the domestic economy, particularly gains in the technology
sector, however the markets have experienced a relatively high level of
fluctuation during the first five months of 2000. During May 2000, the stock
markets in general declined due to fears of the effect of rising interest rates
on business volumes and profitability. Technology stocks, the long-time leader
in stock market valuation gains, have also declined during 2000 year-to-date.
Following a dramatic recovery during the last week in May 2000 and the first
days of June 2000, as additional signs of a slowing economy began to be seen,
the NASDAQ index and the DJIA remained down by 7 and 12 percent, respectively,
for year-to-date 2000.

Strong economic growth for the fourth quarter of 1999 and surging oil
prices prompted the Federal Reserve to increase rates by 0.25 percent in early-
February and mid-March 2000, and by 0.50 percent in mid-May 2000. Further rate
increases are expected by the Federal Reserve, until the pace of economic growth
shows signs of slowing down, although the late May 2000 and early June 2000
indications of a slowing economy reduced market expectations of significant
further rate increases. Notwithstanding the general upward trend in interest
rates, long term rates have declined from peak levels reached in late-January
2000. The decline in longer term rates was triggered by the Treasury
Department's announced plan to buy back debt, which is expected to target longer
term securities and involve purchases of as much as $30 billion in outstanding
securities. As a result of the decline in longer term interest rates, the yield
curve has become inverted, most notably with respect to yields in the two to ten
year range. As of June 1, 2000, one- and thirty-year U.S. government bonds were
yielding 6.75 percent and 5.95 percent, respectively. Exhibit II-2 presents
historical interest rate trends.

Market Area Demographics
------------------------

Demographic and economic growth trends, measured by changes in population,
number of households, age distribution and median household income, provide key
insight into the health of the Bank's market area (see Exhibit II-3 and Table
2.1). In the 1990s, the primary market area served by the Bank and York
Financial exhibited mixed growth characteristics as measured by population and
household growth. Dauphin County, which is the headquarters county for Harris
and the third largest population among the primary market area counties, posted
only a moderate
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level of annualized population increase from 1990 to 1999, 0.4 percent, but
still a level above the statewide average of 0.1 percent (Pennsylvania is one of
a few states recording little or no population growth during the last decade).
Comparatively, York County, the headquarters county for York Financial,
experienced relatively strong population growth during the 1990s, exceeding the
comparable growth rate for the U.S. of 1.0 percent annually. Two other market
area counties, Lancaster and Cumberland, recorded relatively strong population
growth that was well above statewide averages yet below the national average,
while the more rural Lebanon County recorded only moderate growth in population.
Regarding the two Maryland market area counties, Harford County recorded strong
population growth well above comparative averages, while Washington County's
growth was less than the state average. Projected population and household
growth for the primary market area counties is not expected to vary materially
from recent historical trends, with population growth in York, Lancaster and
Cumberland Counties projected to remain relatively strong over the next five
years, although the growth rate for both of those counties is projected to be
slower compared to the 1990s. York County's population growth trends enhance the
attractiveness of acquiring York Financial, as it provides greater access to a
market area with favorable growth prospects that will support growth of the
products and services offered by the Bank.

Income levels in the market area tend to reflect the nature of the markets
served, with higher income levels generally being experienced in the faster
growing and more metropolitan areas served by Harris' and York Financial's
branches. Median household income was highest in York, Cumberland and Lancaster
Counties, reflecting the impact of population growth among white collar
professionals who maintain employment in the area and the more suburban makeup
of the population base. Median household and per capita income growth for the
primary market area counties was generally somewhat lower than statewide
averages, and the U.S. overall annual growth rate of such income exceeded all
comparative averages. Growth in household income is projected to continue over
the next five years throughout the primary market area, although, consistent
with the U.S., Pennsylvania and Maryland, the rate of growth is generally
projected to be less compared to the 1990s. Lancaster County, Pennsylvania and
Washington County, Maryland were expected to record the highest growth rates in
median household income.
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Household income distribution measures further imply that the primary market
area is represented by all income levels, with the Cumberland, Lancaster and
Harford County areas constituting some of the more affluent markets served by
Harris and York Financial.

Economy
-------

The markets served by branches of Harris and York Financial are represented
by a fairly diverse cross section of employment sectors. Services and trade play
a major role in the economies of all market area counties. Manufacturing and
government-related employment also constitute major employment sectors
throughout the markets served by Harris and York Financial. Overall, the Bank
and York Financial serve a fairly broad-based economy, which somewhat mitigates
the risk associated with a decline in any particular economic sector or
industry.

The Dauphin/Cumberland County economy is based on both services and
government employment, as Harrisburg is the state capital of Pennsylvania.
Overall, government employment accounts for 22.4 percent of the Dauphin County
labor force, compared to 12.7 percent of the five Pennsylvania county average.
The presence of the state related employment provides a stable employment base
to the Bank's operations. York County has an employment base concentrated in
services, trade and manufacturing, with such employment accounting for over 72
percent of total employment. Cumberland County reported the highest level of
finance, insurance and real estate related employment, while manufacturing
employment was highest in Lancaster County. Services employment was greatest in
Dauphin County. In the two-county Maryland primary market area, services and
trade represented the major employment categories, with both counties also
reporting high levels of government employment. Overall, the job growth
exhibited in the primary market area counties is indicative of a healthy and
expanding economic environment.

In summary, the primary market area economy served by Harris and York
Financial is relatively broad-based and due to its overall size reflects the
economy of the Commonwealth of Pennsylvania. Table 2.2 provides an overview of
employment by sector in the state of Pennsylvania and averages for the five
Pennsylvania and two Maryland primary market area
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counties. Consistent with the U.S. employment data, service jobs represent the
largest employment sector in the respective areas. See Exhibit II-4 for
additional details.

Table 2.2
Primary Market Area Employment Sectors
(Percent of Labor Force)

Employment Sectors Pennsylvania PA Counties MD Counties
------------------ ------------ ----------- -----------

Services 32.6% 26.7% 29.6%
Wholesale/Ret. Trade 21.5 22.2 24.0
Manufacturing 14.5 16.7 8.8
Government 11.4 12.7 18.1
Finance, Ins., Real Estate 7.7 7.3 5.5
Construction 5.0 5.4 7.2
Transportation/Public Util. 4.9 5.0 4.3
Other 2.4 4.1 2.6
----- ----- -----
100.0% 100.0% 100.0%
Source: REIS DataSource.

Comparative unemployment rates for the Pennsylvania, Maryland, the seven
primary market area counties, as well as for the U.S., are shown in Table 2.3.
The unemployment data for the market area further implies the existence of a
local economy that should facilitate growth opportunities for the Bank, as the
most recent unemployment rates for the primary market areas are lower than the
comparative measure for the state and U.S. Similar to the U.S., the most recent
unemployment rates for primary market area, as well as for the states of
Pennsylvania and Maryland, were lower compared to a year ago.
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Table 2.3
Unemployment Data

Region March 1999 March 2000
------ ---------- -----------

United States 4.4% 4.3%

Pennsylvania 4.9 4.3%
Dauphin County 3.6 3.1
York County 3.8 3.3
Cumberland County 2.6 2.3
Lancaster County 2.9 2.5
Lebanon County 4.4 3.2

Maryland 3.8 3.0%
Washington County 4.5 2.6
Harford County 3.7 2.6

Source: U.S. Bureau of Labor Statistics.

Deposit Trends and Competition
------------------------------

Competition among financial institutions in the Bank's market area is
significant and, as larger institutions compete for market share to achieve
economies of scale, the market environment for the Bank's products and services
is expected to become increasingly competitive in the future. Among the Bank's
competitors are larger and more diversified institutions such and Mellon Bank,
PNC Corp, and Allfirst Bank. Other financial institution competitors in the
Bank's primary market area include locally based thrifts, banks and credit
unions, as well as other regional banks. From a competitive standpoint, both
Harris and York Financial have sought to emphasize their community orientation
in the markets served by their respective branches.

The Bank's and York Financial's retail deposit bases are closely tied to
the economic fortunes of the Pennsylvania economy and, in particular, the
regional areas where branches are currently maintained. Table 2.4 displays
deposit market trends from June 30, 1997 through June 30, 1999 for the counties
where the Bank and York Financial maintained branches during that period.
Additional data is also presented for the states of Pennsylvania and Maryland.
The data
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indicates that total financial institution deposits increased in both
Pennsylvania and Maryland, with stronger growth experienced in Maryland. An
analysis of deposit trends in the counties served by Harris' and York
Financial's branches reveals a range of trends, as losses in deposits were
experienced in the primary market area counties of Dauphin, York, Lebanon, and
Washington Counties. Commercial banks maintained a larger market share of
deposits than savings institutions in all of the market area counties.

Over the two-year period shown in Table 2.4, Harris reported an annualized
increase of 5.1 percent in deposits, and increased the number of branches from
35 to 37. Harris' largest concentration of deposits is maintained in Dauphin
County, where the Bank is headquartered. The Bank's $451 million of deposits at
the Dauphin County branches represented a 14.2 percent market share of thrift
and bank deposits at June 30, 1999. Harris' market share of deposits was
material in several other of the counties served by its branches, most notably
Cumberland County (13.7 percent market share), Lebanon County (8.7 percent
market share) and Washington County, Maryland (8.7 percent market share). The
Bank's comparative market share of deposits in Dauphin County highlights the
presence of significantly larger competitors, as well as the large number of
bank and thrift competitors operating in the Harrisburg area. The Bank generally
experienced an increase in market share from June 30, 1997 through June 30,
1999.

Over the two-year period shown in Table 2.4, York Financial reported an
annualized increase of 6.1 percent in deposits, and increased the number of
branches from 22 to 25. York Financial's largest market share of deposits is
maintained in York County, where 17 of its 25 branches are maintained. York
Financial's $849 million of deposits at the York County branches represented an
18.5 percent market share of thrift and bank deposits at June 30, 1999. York
Financial's second largest concentration of deposits was in Cumberland County,
where four branches and $165 million of deposits represented a 5.9 percent
market share of bank and thrift deposits. During the period covered in Table
2.4, York Financial branches generally gained deposit market share, particularly
in York and Cumberland Counties.

In addition to the deposit growth to be realized from the acquisition of
York Financial, future deposit growth may be enhanced by the improved
competitive posture that will result from the greater market area presence by
Harris on a combined basis. As such, the Bank will continue
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to evaluate opportunities to increase deposit market share through other
acquisitions of financial institutions or establishing additional branch sites,
both in existing markets and nearby surrounding markets.