UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
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(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

Lawrence Financial Holdings, Inc.
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(Name of Registrant as Specified In Its Charter)

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

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April 8, 2004

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
Lawrence Financial Holdings, Inc. We will hold the meeting at the Company's main
office at 311 South Fifth Street, Ironton, Ohio on May 14, 2004 at 4:30 p.m.,
local time.

The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Crowe,
Chizek and Company LLC, the Company's independent auditors, will be present to
respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

/s/ Jack L. Blair

Jack L. Blair
PRESIDENT AND CHIEF EXECUTIVE OFFICER

LAWRENCE FINANCIAL HOLDINGS, INC.
311 SOUTH FIFTH STREET
IRONTON, OHIO 45638
(740) 532-0263

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

On May 14, 2004, Lawrence Financial Holdings, Inc. will hold its annual
meeting of stockholders at the Company's main office at 311 South Fifth Street,
Ironton, Ohio. The meeting will begin at 4:30 p.m., local time. At the meeting,
stockholders will consider and act on the following:

1. The election of two directors to serve for a term of three years;

2. The ratification of the appointment of Crowe, Chizek and Company LLC
as independent auditors for the Company for the fiscal year ending
December 31, 2004; and

3. Such other business that may properly come before the meeting.

NOTE: The Board of Directors is not aware of any other business to come
before the meeting.

The Board of Directors set February 23, 2004 as the record date for the
meeting. This means that owners of Lawrence Financial common stock at the close
of business on that date are entitled to receive notice of the meeting and to
vote at the meeting and any adjournments or postponements of the meeting.

Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mary Y. Cronacher

Mary Y. Cronacher
CORPORATE SECRETARY

Ironton, Ohio
April 8, 2004

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.

LAWRENCE FINANCIAL HOLDINGS, INC.

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PROXY STATEMENT

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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Lawrence Financial Holdings, Inc.
("Lawrence Financial" or the "Company") to be used at the annual meeting of
stockholders of the Company. Lawrence Financial is the holding company for
Lawrence Federal Savings Bank ("Lawrence Federal" or the "Bank"). The annual
meeting will be held at the Company's main office at 311 South Fifth Street,
Ironton, Ohio on May 14, 2004 at 4:30 p.m., local time. This proxy statement and
the enclosed proxy card are being first mailed to stockholders of record on or
about April 8, 2004.

GENERAL INFORMATION ABOUT VOTING

WHO CAN VOTE AT THE MEETING

You are entitled to vote your Lawrence Financial common stock only if the
records of the Company show that you held your shares as of the close of
business on February 23, 2004. As of the close of business on February 23, 2004,
a total of 650,110 shares of Lawrence Financial common stock were outstanding.
Each share of common stock has one vote. The Company's Articles of Incorporation
provide that record holders of the Company's common stock who beneficially own,
either directly or indirectly, in excess of 10% of the Company's outstanding
shares are not entitled to any vote in respect of the shares held in excess of
the 10% limit.

ATTENDING THE MEETING

If you are a beneficial owner of Lawrence Financial common stock held by a
broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of Lawrence Financial common stock held in street name in person at
the meeting, you will have to get a written proxy in your name from the broker,
bank or other nominee who holds your shares.

VOTE REQUIRED

The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote is
represented at the meeting. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means

that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non-votes will have no effect on the outcome of the
election. In voting on the ratification of the appointment of Crowe, Chizek and
Company LLC as independent auditors, you may vote in favor of the proposal, vote
against the proposal or abstain from voting. Under Maryland law and Lawrence
Financial's Bylaws, the ratification of Crowe, Chizek and Company LLC as
independent auditors will be decided by a majority of the votes cast at the
annual meeting. On this matter, abstentions and broker non- votes will have no
effect on the voting.

VOTING BY PROXY

The Board of Directors of Lawrence Financial is sending you this proxy
statement for the purpose of requesting that you allow your shares of Lawrence
Financial common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of Lawrence Financial common stock
represented at the annual meeting by properly executed and dated proxies will be
voted according to the instructions indicated on the proxy card. If you sign,
date and return a proxy card without giving voting instructions, your shares
will be voted as recommended by the Company's Board of Directors. The Board of
Directors recommends that you vote:

o FOR the election of each of the nominees for director; and

o FOR ratification of the appointment of Crowe, Chizek and Company LLC as
the Company's independent auditors for fiscal 2004.

If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own best judgment to determine how to vote your shares. This includes a
motion to adjourn or postpone the annual meeting in order to solicit additional
proxies. If the annual meeting is postponed or adjourned, your Lawrence
Financial common stock may be voted by the persons named in the proxy card on
the new annual meeting date as well, unless you have revoked your proxy. The
Company does not know of any other matters to be presented at the annual
meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.

If your Lawrence Financial common stock is held in "street name," you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker, bank or other nominee
may allow you to deliver your voting instructions via the telephone or the
Internet. Please see the instruction form provided by your broker, bank or other
nominee that accompanies this proxy statement.

PARTICIPANTS IN THE LAWRENCE FEDERAL SAVINGS BANK ESOP OR 401(K) PLAN

If you participate in the Lawrence Federal Savings Bank Employee Stock
Ownership Plan (the "ESOP") or if you hold shares of Lawrence Financial common
stock through Lawrence Federal's 401(k) Plan, you will have received with this
proxy statement voting instruction forms that reflect all shares you may vote
under the plans. Under the terms of the ESOP, the ESOP trustee votes all shares
held by the ESOP, but each participant in the ESOP may direct the trustee how to
vote the shares of common stock allocated to his or her account. The ESOP
trustee, subject to the exercise of its fiduciary duties, will vote all
unallocated shares of common stock held by the ESOP and allocated shares for
which no voting instructions are timely received in the same proportion as
shares for which it has received timely voting instructions. Under the terms of
the 401(k) Plan, a participant is entitled to direct the trustee as to the
shares credited to his or her account. The trustee will vote all shares for
which no directions are given or for which instructions are not timely received
in the same proportion as shares for which the trustee received timely voting
instructions, subject to the exercise of its fiduciary duties. The deadline for
returning your voting instructions to each plan's trustee is May 7, 2004.

CORPORATE GOVERNANCE

GENERAL

Lawrence Financial periodically reviews its corporate governance policies
and procedures to ensure that the Company meets the highest standards of ethical
conduct, reports results with accuracy and transparency and maintains full
compliance with the laws, rules and regulations that govern the Company's
operations. As part of this periodic corporate governance review, the Board of
Directors reviews and adopts best corporate governance policies and practices
for Lawrence Financial.

CODE OF ETHICS AND BUSINESS CONDUCT

Lawrence Financial has adopted a Code of Ethics and Business Conduct that
is designed to ensure that the Company's directors, executive officers and
employees meet the highest standards of ethical conduct. The Code of Ethics and
Business Conduct requires that the Company's directors, executive officers and
employees avoid conflicts of interest, comply with all laws and other legal
requirements, conduct business in an honest and ethical manner and otherwise act
with integrity and in the Company's best interest. Under the terms of the Code
of Ethics and Business Conduct, directors, executive officers and employees are
required to report any conduct that they believe in good faith to be an actual
or apparent violation of the Code.

As a mechanism to encourage compliance with the Code of Ethics and
Business Conduct, the Company has established procedures to receive, retain and
treat complaints received regarding accounting, internal accounting controls or
auditing matters. These procedures ensure that individuals may submit concerns
regarding questionable accounting or auditing matters in a confidential and
anonymous manner. The Code of Ethics and Business Conduct also prohibits the
Company from retaliating against any director, executive officer or employee who
reports actual or apparent violations of the Code.

MEETINGS OF THE BOARD OF DIRECTORS

The Company and Lawrence Federal conduct business through meetings and
activities of their Boards of Directors and their committees. During the year
ended December 31, 2003, the Board of Directors of the Company held 24 regular
meetings and the Board of Directors of the Bank held 24 regular meetings. No
director attended fewer than 75% of the total meetings of the Boards of
Directors and committees on which he served.

COMMITTEES OF THE BOARD OF DIRECTORS OF LAWRENCE FINANCIAL

AUDIT COMMITTEE. The Board of Directors has a separately-designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of
the Securities Exchange Act of 1934, as amended. The Audit Committee, consisting
of Herbert J. Karlet (Chairman), Tracey E. Brammer, Jr., Charles E. Austin, II,
Phillip O. McMahon, and Robert N. Taylor, meets periodically with independent
auditors and management to review accounting, auditing, internal control
structure and financial reporting matters. This committee met four times during
the year ended December 31, 2003. Each member of the Audit Committee is
independent in accordance with the listing standards of the Nasdaq Stock Market.
The Board of Directors has determined that Herbert J. Karlet is an audit
committee financial expert under the rules of the Securities and Exchange
Commission. The Audit Committee acts under a written charter adopted by the
Board of Directors, a copy of which is included as APPENDIX A to this proxy
statement. The report of the audit committee required by the rules of the
Securities and Exchange Commission is included in this proxy statement. See
"PROPOSAL 2-RATIFICATION OF INDEPENDENT AUDITORS-REPORT OF AUDIT COMMITTEE."

COMPENSATION COMMITTEE. The Compensation Committee, consisting of Tracey
E. Brammer, Jr. (Chairman), Charles E. Austin, II, Phillip O. McMahon, Herbert
J. Karlet and Robert N. Taylor, is responsible for all matters regarding the
Company's and the Bank's employee compensation and benefit programs. This
committee met twice during the year ended December 31, 2003. Each member of the
Compensation Committee is independent under the listing standards of the Nasdaq
Stock Market.

NOMINATING COMMITTEE. The Company does not maintain a nominating committee
or written nominating committee charter. Instead, all of the directors of the
Company participate in the consideration of potential director nominees. Because
five of the Company's six directors are independent under the listing standards
of the Nasdaq Stock Market, the Board of Directors believes that the full board
can be responsible for selecting director candidates without undue influence
from management. For a discussion of the policies followed by the Board of
Directors in considering potential director candidates, including those
nominated by shareholders, see "NOMINATION PROCEDURES."

ATTENDANCE AT THE ANNUAL MEETING. The Board of Directors of the Company
encourages directors to attend the annual meeting of stockholders. All directors
attended the 2003 annual meeting of stockholders.

DIRECTORS' COMPENSATION

DIRECTORS' FEES. Lawrence Financial pays an annual retainer of $9,000 to
each non-employee member of its Board of Directors. Lawrence Federal pays an
annual retainer of $14,800 to each of its non-employee directors for service on
the Board of Directors of Lawrence Federal. Directors who serve on the Audit and
Compensation Committees receive an annual payment of $1,500 and $200,
respectively, for their services.

DEFERRED COMPENSATION ARRANGEMENT. Lawrence Federal maintains a deferred
compensation arrangement for directors under which each director may elect on an
annual basis to defer up to 100% of his monthly Board remuneration. Upon the
director's attainment of age 68, Lawrence Federal will pay the balance of the
director's deferral account either in a lump sum or in monthly installments over
a period of 240 months. Over the deferral period, a director's account is
credited with interest with monthly compounding. In the event of a change in
control of Lawrence Financial (as defined in the program) followed by a
director's termination of service, each director will be entitled to begin to
receive his deferral account, and the interest rate will become fixed at the
time of the change in control. The arrangement with the directors also provides
each director with a death benefit. If a director dies while in active service
with Lawrence Federal, the director's beneficiary will receive an annual payment
in an amount specified in the director's individual agreement for a period of 20
years. Lawrence Federal has acquired life insurance on members of the Board to
provide informal funding for its obligations under the program. During the
fiscal year ended December 31, 2003, all directors participated in the director
deferral program except for Messrs. Blair and Brammer, who withdrew from the
program during 2003.

DIRECTOR EMERITUS PROGRAM. Lawrence Federal also maintains a director
emeritus program for its non-employee directors to encourage them to remain as
directors. Upon the director's attainment of age 68 and completion of 15 years
of service as a director, Lawrence Federal will pay the director $500 annually
for each year of service, up to 50% of the board fees at the retirement date,
for a period of 15 years. Each director's agreement also provides for a reduced
benefit upon an early retirement after the attainment of age 65, but before the
attainment of age 68, and completion of 15 years of service. Upon a director's
death while in active service, each director will be entitled to receive a
payment equivalent to what he would have received had his normal retirement date
coincided with the date of the change in control or date of death, as the case
may be. In the event of a change in control of Lawrence Federal or Lawrence
Financial (as defined in the program), each director would receive the present
value of $500 for each year of service as of the date of the change in control,
multiplied by 15. Lawrence Federal has acquired life insurance on members of the
Board of Directors to provide informal funding for its obligations under the
program.

STOCK OWNERSHIP

The following table provides information as of February 23, 2004 about the
persons known to Lawrence Financial to be the beneficial owners of more than 5%
of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.

NUMBER OF PERCENT OF COMMON
NAME AND ADDRESS SHARES OWNED STOCK OUTSTANDING
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David M. W. Harvey 64,800(1) 10.0%
Hot Creek Investors, L.P.
Hot Creek Capital, L.L.C.
P.O. Box 3178
Gardnerville, Nevada 89410

Lawrence Federal Savings Bank 59,496(2) 9.2%
Employee Stock Ownership Plan
311 South Fifth Street
Ironton, Ohio 45638

Tontine Financial Partners, L.P. 52,100(3) 8.0%
Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue
Greenwich, Connecticut 06830

Jack L. Blair 38,600(4) 5.8%
311 South Fifth Street
Ironton, Ohio, 45638
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(1) Based on information in an amended Schedule 13G filed on January 13, 2004
with the Securities and Exchange Commission ("SEC"). According to this
filing, David M.W. Harvey, Hot Creek Investors, L.P. and Hot Creek Capital,
L.L.C. each have shared voting and dispositive power with respect to 64,800
shares.
(2) Includes 37,244 shares that have not been allocated to participants'
accounts and 22,252 shares that have been allocated to participants'
accounts. Under the terms of the ESOP, the ESOP trustee will vote shares
allocated to participants' accounts in the manner directed by the
participants. Subject to its fiduciary responsibility, the trustee will
vote unallocated shares and allocated shares for which voting instructions
are not timely received in the same proportion as shares for which it has
received timely voting instructions from participants. The trustee of the
ESOP is First Bankers Trust Company, N.A.
(3) Based on information contained in a Schedule 13D filed on June 20, 2003
with the SEC. According to this filing, Tontine Financial Partners, L.P.,
Tontine Management, L.L.C. and Jeffrey L. Gendell each have shared voting
and dispositive power with respect to 52,100 shares.
(4) Includes 2,775 shares held by Mr. Blair's spouse. Also includes 11,638
share that may be acquired upon the exercise of stock options, 3,241 shares
allocated to Mr. Blair's account under the employee stock ownership plan as
to which Mr. Blair has voting power but not investment power and 3,800
shares held in Mr. Blair's 401(k) account.

The following table provides information as of February 23, 2004 about the
shares of Lawrence Financial common stock that may be considered to be
beneficially owned by each director, by each nominee for director and by all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the number of shares shown.

NUMBER OF NUMBER OF SHARES
SHARES OWNED THAT MAY BE ACQUIRED PERCENT OF
(EXCLUDING WITHIN 60 DAYS BY COMMON STOCK
NAME OPTIONS)(1) EXERCISING OPTIONS OUTSTANDING(2)
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Charles E. Austin, II 18,901(3) 2,328 3.3%
Jack L. Blair 26,962(4) 11,638 5.8%
Tracey E. Brammer, Jr. 16,091(5) 2,328 2.8%
Herbert J. Karlet 10,693(6) 2,328 2.0%
Phillip O. McMahon 21,352(7) 2,328 3.6%
Robert N. Taylor 9,451 2,328 1.8%
All directors and executive
officers as a group (11 persons) 127,735 34,916 22.7%
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(1) Includes unvested shares of restricted stock with respect to which the beneficial owner has voting but not
investment power as follows: Messrs. Austin, Brammer, Karlet, McMahon and Tylor -- 620 shares each; and
Mr. Blair -- 3,106 shares.
(2) Based on 650,110 shares of common stock outstanding and entitled to vote as of February 23, 2004.
(3) Includes 5,000 shares held by Mr. Austin's spouse.
(4) Includes 2,775 shares held by Mr. Blair's spouse. Also includes 3,241 shares allocated to Mr. Blair's account under the
employee stock ownership plan as to which Mr. Blair has voting power but not investment power and 3,800 shares held in
Mr. Blair's 401(k) account.
(5) Includes 2,270 shares held by Mr. Brammer's spouse.
(6) Includes 641 shares held by Mr. Karlet's spouse.
(7) Includes 5,000 shares held by Mr. McMahon's spouse.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Board of Directors consists of six members. Five directors
are independent, and one is a member of management. The Board is divided into
three classes with three-year staggered terms, with one-third of the directors
elected each year. The Board of Directors' nominees for election this year, to
serve for a three-year term or until their respective successors have been
elected and qualified, are Jack L. Blair and Tracey E. Brammer, Jr., both of
whom are currently directors of Lawrence Financial and Lawrence Federal.

The Board of Directors intends that the proxies solicited by it will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the Board of Directors may adopt a resolution to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH NOMINEES.

Information regarding the Board of Directors' nominees and the directors
continuing in office is provided below. Unless otherwise stated, each individual
has held his current occupation for the last five years. The age indicated for
each individual is as of December 31, 2003. The indicated period of service as a
director includes the period of service as a director of Lawrence Federal.

BOARD NOMINEES FOR ELECTION OF DIRECTORS

JACK L. BLAIR joined Lawrence Federal in 1994 as Executive Vice President
and Chief Executive Officer. Since 1996, he has served as President and Chief
Executive Officer. Age 56. Director since 2000.

TRACEY E. BRAMMER, JR. is President and Funeral Director of Tracey Brammer
Funeral Home, Inc. Age 59. Director since 1984.

DIRECTORS CONTINUING IN OFFICE

The following directors have terms ending in 2005:

CHARLES E. AUSTIN, II is a Vice President and General Manager of Mid-Ohio
Pipeline Company Inc. Mr. Austin was a Vice President and General Manager of
C.J. Hughes Construction Co., Inc. until November 2002. Age 44. Director since
1996.

PHILLIP O. MCMAHON is a general dentist in private practice. Age 52.
Director since 1993.

The following directors have terms ending in 2006:

HERBERT J. KARLET is the Senior Vice President for Finance at Marshall
University, which is located in Huntington, West Virginia. Age 53. Director
since 1991.

ROBERT N. TAYLOR is the owner and President of Ohio Big Birds, Inc., which
raises and processes ostrich meat and leather products, and the owner and
operator of Taylor Farm, a grain and cattle farm. Age 59. Director since 1995.

PROPOSAL 2 -- RATIFICATION OF INDEPENDENT AUDITORS

The Company's independent auditors for the fiscal year ended December 31,
2003 were Crowe, Chizek and Company LLC. The Audit Committee of the Board of
Directors has appointed Crowe, Chizek and Company LLC to be the Company's
independent auditors for the 2004 fiscal year, subject to the ratification by
stockholders. A representative of Crowe, Chizek and Company LLC is expected to
be present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or she
desire to do so.

If the ratification of the appointment of the independent auditors is not
approved by a majority of the votes cast by stockholders at the annual meeting,
the Audit Committee will consider other independent auditors.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.

The following table sets forth the fees billed to the Company for the
fiscal years ending December 31, 2003 and 2002 by Crowe Chizek and Company LLC:

2003 2002
-------- ---------

Audit fees.................................. $53,420 $46,855
Audited related fees........................ $ 800 $ 800
Tax fees(1)................................. $ 6,500 $ 6,150
All other fees(2)........................... $ 3,715 $10,635
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(1) For tax filing and tax related compliance and other advisory services.
(2) For assistance with securities filings other than periodic reports and other
services.

PRE-APPROVAL OF SERVICES BY THE INDEPENDENT AUDITOR

The Audit Committee has adopted a policy for pre-approval of audit and
permitted non-audit services by the Company's independent auditor. The Audit
Committee will consider annually and, if appropriate, approve the provision of
audit services by its external auditor and consider and, if appropriate,
pre-approve the provision of certain defined audit and non-audit services. The
Audit Committee will also consider on a case-by-case basis and, if appropriate,
approve specific engagements that are not otherwise pre-approved.

Any proposed engagement that does not fit within the definition of a
pre-approved service may be presented to the Audit Committee for consideration
at its next regular meeting or, if earlier consideration is required, to the
Audit Committee or one or more of its members. The member or members to whom
such authority is delegated shall report any specific approval of services at
its next regular meeting. The Audit Committee will regularly review summary
reports detailing all services being provided to the Company by its external
auditor.

REPORT OF THE AUDIT COMMITTEE

The Company's management is responsible for the Company's internal
controls and financial reporting process. The independent auditors are
responsible for performing an independent audit of the Company's consolidated
financial statements and issuing an opinion on the conformity of those financial
statements with generally accepted accounting principles. The Audit Committee
oversees the Company's internal controls and financial reporting process on
behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Audit Committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication With Audit Committees), including the quality,
not just the acceptability, of the accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements.

In addition, the Audit Committee has received the written disclosures and
the letter from the independent auditors required by the Independence Standards
Board Standard No. 1 (Independence Discussions With Audit Committees) and has
discussed with the independent auditors the auditors' independence from the
Company and its management. In concluding that the auditors are independent, the
Audit Committee considered, among other factors, whether the non-audit services
provided by the auditors were compatible with its independence.

The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting.

In performing all of these functions, the Audit Committee acts only in an
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which has the primary
responsibility for financial statements and reports, and of the independent
auditors who, in their report, express an opinion on the conformity of the
Company's financial statements to generally accepted accounting principles. The
Audit Committee's oversight does not provide it with an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or policies, or appropriate internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions with management and the independent auditors do
not assure that the Company's financial statements are presented in accordance
with generally accepted accounting principles, that the audit of the Company's
financial statements has been carried out in accordance with generally accepted
auditing standards or that the Company's independent auditors are in fact
"independent."

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003 for filing
with the Securities and Exchange Commission. The Audit Committee and the Board
of Directors also have approved, subject to stockholder ratification, the
selection of the Company's independent auditors.

AUDIT COMMITTEE

Herbert J. Karlet, Chairman
Charles E. Austin, II
Tracey E. Brammer, Jr.
Phillip O. McMahon
Robert N. Taylor

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for Mr. Blair. No other executive
officer of Lawrence Financial or Lawrence Federal received a salary and bonus of
$100,000 or more during the year ended December 31, 2003.

LONG-TERM
ANNUAL COMPENSATION(2) COMPENSATION AWARDS
--------------------------------- --------------------------
RESTRICTED SECURITIES
NAME AND STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY(1) BONUS AWARDS OPTIONS COMPENSATION(3)
- ------------- ---- ---------- ----------- ------------ ----------- ---------------

Jack L. Blair.............. 2003 $121,004 $ -- $ -- -- $26,021
President and Chief Executive Officer 2002 117,480 2,420 -- -- 24,155
2001 100,600 6,701 112,204(4) 19,396 27,254

(1) Includes board of directors and board committee fees.
(2) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than $50,000 or 10% of the total annual salary and
bonus reported.
(3) For 2003, consists of employer contributions to the 401(k) plan of $6,111
and employer contribution to the employee stock ownership plan of $19,910.
(4) Consists of 3,106 shares of restricted stock and 4,659 shares of
unrestricted stock granted to Mr. Blair in fiscal 2001 under the Lawrence
Financial Holdings, Inc. 2001 Stock-Based Incentive Plan. The dollar amounts
set forth in the table represent the market value of the shares on the date
of grant. The restricted stock awards vest in four equal annual installments
commencing on December 31, 2002. Dividends, if any, are paid on the
restricted stock.

FISCAL YEAR-END OPTION VALUES

The following table provides certain information with respect to the number
of shares of Lawrence Financial common stock represented by outstanding options
held by Mr. Blair as of December 31, 2002. Mr. Blair did not exercise any stock
options during 2003.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
--------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------ ----------- ------------- ----------- -------------

Jack L. Blair..... 11,637 7,759 $151,863 $101,255

- -----------------------
(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 2003 less the option
exercise price. Options are in-the-money if the market value of shares
covered by the options is greater than the exercise price.

EMPLOYMENT ARRANGEMENTS

EMPLOYMENT AGREEMENTS. Lawrence Federal and Lawrence Financial have each
entered into an employment agreement with Mr. Blair. The employment agreements
provide for a three-year term. The term of the Lawrence Financial employment
agreement extends on a daily basis until written notice of non-renewal is given
by the Board of Directors or Mr. Blair. The term of the Lawrence Federal
employment agreement is renewable on an annual basis. The employment agreements
provide for a base salary of $98,400, subject to increase. In addition to the
base salary, the employment agreements provide for, among other things,
participation in stock benefits plans and other fringe benefits applicable to
executive personnel. The employment agreements provide for termination by
Lawrence Federal or Lawrence Financial for cause, as defined in the employment
agreements, at any time. If Lawrence Federal or Lawrence Financial chooses to
terminate Mr. Blair's employment for reasons other than for cause, or if Mr.
Blair resigns from Lawrence Federal or Lawrence Financial after specified
circumstances that would constitute constructive termination, Mr. Blair or, if
Mr. Blair dies, his beneficiary would be entitled to receive an amount equal to
the benefit plan base salary payments that would have been paid to Mr. Blair for
the remaining term of the employment agreement and the contributions that would
have been made on Mr. Blair's behalf to any employee benefit plans of Lawrence
Federal and Lawrence Financial during the remaining term of the employment
agreement. Lawrence Federal and Lawrence Financial would also continue to pay
for Mr. Blair's health and welfare benefit plan coverage for the remaining term
of the employment agreement. Upon termination of Mr. Blair for reasons other
than cause or a change in control, Mr. Blair must adhere to a one-year
non-competition agreement.

Under the employment agreements, if, following a change in control of
Lawrence Federal or Lawrence Financial, Mr. Blair's employment is involuntarily
terminated or if Mr. Blair voluntarily terminates his employment in connection
with circumstances specified in the agreement, then Mr. Blair or, if Mr. Blair
dies, his beneficiary would be entitled to a severance payment equal to the
greater of the payments and benefits that would have been paid for the remaining
term of the agreement or three times the average of Mr. Blair's five preceding
taxable years' annual compensation. Lawrence Federal and Lawrence Financial
would also continue Mr. Blair's health and welfare benefits coverage for 36
months. Even though both employment agreements provide for a severance payment
if a change in control occurs, Mr. Blair would not receive duplicate payments or
benefits under the agreements. Under applicable law, an excise tax would be
triggered by change in control-related payments that equal or exceed three times
Mr. Blair's average annual compensation over the five years preceding the change
in control. The excise tax would equal 20% of the amount of the payment in
excess of one times Mr. Blair's average compensation over the preceding
five-year period. In the event that payments related to a change in control of
Lawrence Financial are subject to this excise tax, Lawrence Financial will
provide Mr. Blair with an additional amount sufficient to enable Mr. Blair to
retain the full value of his change in control benefits as if the excise tax had
not applied.

Lawrence Financial guarantees the payments to Mr. Blair under Lawrence
Federal's employment agreement if they are not paid by Lawrence Federal.
Lawrence Financial will also make all payments due under Lawrence Financial's
employment agreement. Lawrence Federal or Lawrence Financial will pay or
reimburse all reasonable costs and legal fees incurred by Mr. Blair under any
dispute or question of interpretation relating to the employment agreements, if
Mr. Blair is successful on the merits in a legal judgment, arbitration or
settlement. The employment agreements also provide that Lawrence Federal and
Lawrence Financial will indemnify Mr. Blair to the fullest extent legally
allowable for all expenses and liabilities he may incur in connection with any
suit or proceeding in which he may be involved by reason of his having been a
director or officer of Lawrence Financial or Lawrence Federal.

DEFERRED COMPENSATION AGREEMENT. Lawrence Federal has entered into a
deferred compensation agreement with Mr. Blair under which he may elect on an
annual basis to defer a portion of his salary. Upon termination of service,
Lawrence Federal will pay the balance of Mr. Blair's deferral account in a lump
sum. Over the deferral period, Mr. Blair's account is credited with annual
interest with monthly compounding. In the event of a change in control of
Lawrence Federal (as defined in the program) followed by Mr. Blair's termination
of service, he will be entitled to receive the balance of his deferral account
in a lump sum. If Mr. Blair dies while in active service with Lawrence Federal,
his beneficiary will receive $21,862 annually in monthly installments for 20
years. Lawrence Federal has acquired life insurance on Mr. Blair to provide
informal funding for its obligations under the agreement.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. Lawrence Federal maintains a
supplemental executive retirement plan to provide for supplemental retirement
benefits with respect to the employee stock ownership plan. The plan provides
participating executives with benefits otherwise limited by other provisions of
the Internal Revenue Code or the terms of the employee stock ownership plan
loan. Specifically, the plan provides benefits to eligible individuals (those
designated by the Board of Directors of Lawrence Federal or its affiliates) that
cannot be provided under the employee stock ownership plan as a result of the
limitations imposed by the Internal Revenue Code, but that would have been
provided under the employee stock ownership plan but for such limitations. In
addition to providing for benefits lost under tax-qualified plans as a result of
limitations imposed by the Internal Revenue Code, the plan also provides
supplemental benefits to designated individuals upon a change of control before
the complete scheduled repayment of the employee stock ownership plan loan.
Generally, upon such an event, the supplemental executive retirement plan
provides the individual with a benefit equal to what the individual would have
received under the employee stock ownership plan had he or she remained employed
throughout the term of the employee stock ownership plan loan less the benefits
actually provided under the employee stock ownership plan on behalf of the
individual. An individual's benefits under the supplemental executive retirement
plan will generally become payable upon the change in control of Lawrence
Federal or Lawrence Financial. The Board of Directors has designated Mr. Blair
as a participant in the supplemental executive retirement plan.

OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based solely on the Company's review of copies of the reports it has
received and written representations provided to it from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Lawrence Financial's common stock during the year ended December
31, 2003, except for two late reports filed by Mr. McMahon regarding purchases
of Company stock and one late report filed by Mr. Brammer regarding a purchase
of Company stock.

TRANSACTIONS WITH MANAGEMENT

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to
its executive officers and directors. However, the Sarbanes-Oxley Act contains a
specific exemption from such prohibition for loans by the Bank to its executive
officers and directors in compliance with federal banking regulations. Federal
regulations require that all loans or extensions of credit to executive officers
and directors must generally be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, unless the loan or extension of credit is made
under a benefit program generally available to all other employees and does not
give preference to any insider over any other employee, and must not involve
more than the normal risk of repayment or present other unfavorable features.
Lawrence Federal currently makes new loans and extensions of credit to the
Bank's executive officers, directors and employees at different rates than those
offered to the general public; however, the Bank does not give preference to any
director or officer over any other employee, and such loans do not involve more
than the normal risk of repayment or present other unfavorable features. In
addition, loans made to a director or executive officer in an amount that, when
aggregated with the amount of all other loans to the person and his or her
related interests, are in excess of the greater of $25,000 or 5% of Lawrence
Federal's capital and surplus, up to a maximum of $500,000, must be approved in
advance by a majority of the disinterested members of the board of directors.

NOMINATION PROCEDURES

GENERAL

It is the policy of the Board of Directors to consider director candidates
recommended by shareholders who appear to be qualified to serve on the Company's
Board of Directors. The Board of Directors may choose not to consider an
unsolicited recommendation if no vacancy exists on the Board of Directors and
the Board does not perceive a need to increase the size of the Board of
Directors. In order to avoid the unnecessary use of the Board's resources, the
Board of Directors will consider only those director candidates recommended in
accordance with the procedures set forth below.

PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS

To submit a recommendation of a director candidate to the Board of
Directors, a shareholder should submit the following information in writing,
addressed to the Corporate Secretary, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. All information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended;

3. The written consent of the person being recommended as a director
candidate to being named in the proxy statement as a nominee and to
serving as a director if elected;

4. As to the shareholder making the recommendation, the name and
address, as they appear on the Company's books, of such shareholder;
provided, however, that if the shareholder is not a registered
holder of the Company's common stock, the shareholder should submit
his or her name and address along with a current written statement
from the record holder of the shares that reflects ownership of the
Company's common stock; and

5. A statement disclosing whether such shareholder is acting with or on
behalf of any other person and, if applicable, the identity of such
person.

In order for a director candidate to be considered for nomination at the
Company's annual meeting of shareholders, the recommendation must be received by
the Corporate Secretary at least 120 calendar days prior to the date the
Company's proxy statement was released to shareholders in connection with the
previous year's annual meeting, advanced by one year.

MINIMUM QUALIFICATIONS

The Board of Directors has adopted a set of criteria that it considers
when it selects individuals to be nominated for election to the Board of
Directors. First a candidate must meet the eligibility requirements set forth in
the Company's bylaws, which include a residency requirement, an age limitation
and a requirement that the candidate not have been subject to certain criminal
or regulatory actions. A candidate also must meet any qualification requirements
set forth in any Board or committee governing documents.

The Board of Directors will consider the following criteria in selecting
nominees: financial, regulatory and business experience; familiarity with and
participation in the local community; integrity, honesty and reputation;
dedication to the Company and its stockholders; independence; and any other
factors the outside directors deem relevant, including the extent to which the
composition of the Board of Directors reflects the diversity of the Company's,
shareholders, employees, customers and communities.

In addition, prior to nominating an existing director for re-election to
the Board of Directors, the Board of Directors will consider and review an
existing director's Board and committee attendance and performance; length of
Board service; experience, skills and contributions that the existing director
brings to the Board; and independence.

PROCESS FOR IDENTIFYING AND EVALUATING NOMINEES

The process that the outside directors follow when it identifies and
evaluates individuals to be nominated for election to the Board of Directors is
as follows:

IDENTIFICATION. For purposes of identifying nominees for the Board of
Directors, the Board relies on personal contacts of the members of the Board of
Directors, as well as their knowledge of members of the communities served by
Lawrence Federal. The directors also will consider director candidates
recommended by shareholders in accordance with the policy and procedures set
forth above. The Company has not previously used an independent search firm to
identify nominees.

EVALUATION. In evaluating potential nominees, the outside directors
determine whether the candidate is eligible and qualified for service on the
Board of Directors by evaluating the candidate under the selection criteria set
forth above. In addition, the Company will conduct a check of the individual's
background and interview the candidate.

SUBMISSION OF BUSINESS PROPOSALS AND STOCKHOLDER NOMINATIONS

The Company must receive proposals that stockholders seek to include in
the proxy statement for the Company's next annual meeting no later than December
10, 2004. If next year's annual meeting is held on a date more than 30 calendar
days from May 14, 2005, a stockholder proposal must be received by a reasonable
time before the Company begins to print and mail its proxy solicitation for such
annual meeting. Any stockholder proposals will be subject to the requirements of
the proxy rules adopted by the Securities and Exchange Commission.

The Company's Bylaws provide that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 90 days prior to the
date of the annual meeting; provided that if less than 100 days' notice or prior
public disclosure of the date of the annual meeting is given to stockholders,
such notice must be received not later than the close of the tenth day following
the day on which notice of the date of the annual meeting was mailed to
stockholders or prior public disclosure of the meeting date was made. A copy of
the Bylaws may be obtained from the Company.

STOCKHOLDER COMMUNICATIONS

The Company encourages stockholder communications to the Board of
Directors and/or individual directors. Stockholders who wish to communicate with
the Board of Directors or an individual director should send their
communications to the care of RobRoy Walters, Executive Vice President and Chief
Financial Officer, at Lawrence Financial Holdings, Inc., 311 South Fifth Street,
Ironton, Ohio 45638. Communications regarding financial or accounting policies
should be sent to the attention of the Chairman of the Audit Committee. All
other communications should be sent to the attention of the Chairman of the
Board of Directors.

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Lawrence Financial common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone without receiving additional
compensation.

The Company's Annual Report to Stockholders has been mailed to persons who
were stockholders as of the close of business on February 23, 2004. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated in this proxy statement by reference.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WITHOUT EXHIBITS,
FOR THE YEAR ENDED DECEMBER 31, 2003, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WILL BE FURNISHED WITHOUT CHARGE TO PERSONS WHO WERE STOCKHOLDERS AS
OF THE CLOSE OF BUSINESS ON FEBRUARY 23, 2004 UPON WRITTEN REQUEST TO MARY
CRONACHER, CORPORATE SECRETARY, LAWRENCE FINANCIAL HOLDINGS, INC., 311 SOUTH
FIFTH STREET, IRONTON, OHIO 45638.

If you and others who share your address own your shares in street name,
your broker or other holder of record may be sending only one annual report and
proxy statement to your address. This practice, known as "householding," is
designed to reduce our printing and postage costs. However, if a shareholder
residing at such an address wishes to receive a separate annual report or proxy
statement in the future, he or she should contact the broker or other holder of
record. If you own your shares in street name and are receiving multiple copies
of our annual report and proxy statement, you can request householding by
contacting your broker or other holder of record.

Whether or not you plan to attend the annual meeting, please vote by
marking, signing, dating and promptly returning the enclosed proxy card in the
enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mary Y. Cronacher

Mary Y. Cronacher
CORPORATE SECRETARY
Ironton, Ohio
April 8, 2004

LAWRENCE FINANCIAL HOLDINGS, INC.
ANNUAL MEETING OF STOCKHOLDERS

MAY 14, 2004
4:30 P.M., LOCAL TIME

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles E. Austin, II, Phillip O. McMahon,
Herbert J. Karlet, Robert N. Taylor and Tracey E. Brammer, Jr., and each of
them, with full power of substitution, to act as proxy for the undersigned and
to vote all shares of common stock of Lawrence Financial Holdings, Inc. that the
undersigned is entitled to vote at the annual meeting of stockholders, to be
held on May 14, 2004, at 4:30 p.m., local time, at 311 South Fifth Street,
Ironton, Ohio and at any and all adjournments thereof, with all of the powers
the undersigned would possess if personally present at such meeting.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED ONLY
IF SIGNED AND DATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
INCLUDING WHETHER OR NOT TO ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THE
PROXIES IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY
ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE
TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND WITH RESPECT TO ANY OTHER BUSINESS
THAT MAY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.

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

A. ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR all nominees.
1. Election of Directors. Nominees:

FOR WITHHOLD
--- --------

(01) Jack L. Blair /_/ /_/

(02) Tracey E. Brammer, Jr. /_/ /_/

B. ISSUES

The Board of Directors recommends a vote FOR proposal 2.

2. The ratification of the appointment of Crowe, Chizek and Company LLC as
independent auditors of Lawrence Financial Holdings, Inc. for the fiscal
year ending December 31, 2004.

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

/_/ /_/ /_/

C. AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR
YOUR INSTRUCTIONS TO BE EXECUTED.

Note: Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.

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

-------------------------------------
SIGNATURE OF CO-HOLDER (IF ANY)

Date:________________________________

[Lawrence Federal Savings Bank letterhead]

Dear ESOP Participant:

On behalf of the Board of Directors, I am forwarding to you the
attached green vote authorization form for the purpose of conveying your voting
instructions to First Bankers Trust Company, N.A. (the "Trustee") on the
proposals presented at the Annual Meeting of Stockholders of Lawrence Financial
Holdings, Inc. (the "Company") on May 14, 2004. Also enclosed is a Notice and
Proxy Statement for the Company's Annual Meeting of Stockholders and the
Lawrence Financial Holdings, Inc. Annual Report to Stockholders.

As a participant in the Lawrence Federal Savings Bank Employee Stock
Ownership Plan (the "ESOP") you are entitled to vote all shares of Company
common stock allocated to your account as of February 23, 2004. As of February
23, 2004, the ESOP Trust held 59,496 shares of Company common stock of which
22,252 shares have been allocated to participants' accounts. These allocated
shares of Company common stock will be voted as directed by the ESOP
participants, so long as timely instructions from the participants are received
by the ESOP Trustee. If you do not direct the ESOP Trustee as to how it should
vote the shares allocated to your ESOP account, the ESOP Trustee will vote those
shares in a manner calculated to most accurately reflect the instructions from
other participants.

In order to direct the voting of the shares of Company common stock
allocated to your ESOP account, please complete and sign the attached green vote
authorization form and return it in the enclosed postage-paid envelope. The ESOP
Trustee must receive your instructions by May 7, 2003. Your vote will not be
revealed, directly or indirectly, to any employee or director of the Company or
Lawrence Federal Savings Bank.

Sincerely,

/s/ Jack L. Blair

Jack L. Blair
President and Chief Executive Officer

Name:
-----------------------
Shares:
---------------------

VOTE AUTHORIZATION FORM
-----------------------

I understand that First Bankers Trust Company, N.A., the ESOP Trustee,
is the holder of record and custodian of all shares of Lawrence Financial
Holdings, Inc. (the "Company") common stock allocated to me under the Lawrence
Federal Savings Bank Employee Stock Ownership Plan. I understand that my voting
instructions are solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders to be held on May 14, 2004.

You are to vote my shares as follows:

1. The election of Directors of both nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).

Jack L. Blair and Tracey E. Brammer, Jr.

FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- -------

/_/ /_/ /_/

INSTRUCTION: To withhold your vote for any individual nominee, mark
"FOR ALL EXCEPT" and write that nominee's name on the line provided
below.

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

2. The ratification of the appointment of Crowe, Chizek and Company LLC as
independent auditors of Lawrence Financial Holdings, Inc. for the
fiscal year ending December 31, 2004.

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

/_/ /_/ /_/

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.

The ESOP Trustee is hereby authorized to vote the shares allocated to
me in its trust capacity as indicated above.

- ------------------------------- ----------------------------------------
Date Signature

Please complete, date, sign and return this form in the enclosed postage-paid
envelope no later than May 7, 2004.

[Lawrence Federal Savings Bank letterhead]

Dear 401(k) Plan Participant:

On behalf of the Board of Directors, I am forwarding to you the
attached blue vote authorization form for the purpose of conveying your voting
instructions to The Bank of New York (the "Trustee") on the proposals presented
at the Annual Meeting of Stockholders of Lawrence Financial Holdings, Inc. (the
"Company") on May 14, 2004. Also enclosed is a Notice and Proxy Statement for
the Company's Annual Meeting of Stockholders and the Lawrence Financial
Holdings, Inc. Annual Report to Stockholders.

As an investor in the Lawrence Financial Holdings, Inc. Stock Fund (the
"Employer Stock Fund") you are entitled to vote all shares of Company common
stock credited to your account in the Lawrence Federal Savings Bank Employees'
Savings & Profit Sharing Plan and Trust (the "401(k) Plan"). The Employer Stock
Fund Trustee will vote the Company common stock credited to your account as
directed by you, if your instructions are received by May 7, 2004. All shares
held in the Employer Stock Fund for which instructions are not received by May
7, 2004, will be voted by the Employer Stock Fund Trustee as directed by the
401(k) Plan Administrator.

In order to direct the voting of shares of Company common stock
credited to your account in the 401(k) Plan, please complete and sign the
attached blue voting instruction card and return it in the enclosed postage-paid
envelope. Your vote will not be revealed, directly or indirectly, to any
employee or director of the Company or Lawrence Federal Savings Bank.

Sincerely,

/s/ Jack L. Blair

Jack L. Blair
President and Chief Executive Officer

Name:
-----------------------
Shares:
---------------------

VOTE AUTHORIZATION FORM
-----------------------

I understand that The Bank of New York, the Employer Stock Fund
Trustee, is the holder of record and custodian of all shares of Lawrence
Financial Holdings, Inc. (the "Company") common stock held in the Employer Stock
Fund under the Lawrence Federal Savings Bank Employees' Savings & Profit Sharing
Plan and Trust and credited to my account in the plan. I understand that my
voting instructions are solicited on behalf of the Company's Board of Directors
for the Annual Meeting of Stockholders to be held on May 14, 2004.

You are to vote my shares as follows:

1. The election of Directors of both nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).

Jack L. Blair and Tracey E. Brammer, Jr.
FOR ALL
FOR VOTE WITHHELD EXCEPT
--- ------------- -------

/_/ /_/ /_/

INSTRUCTION: To withhold your vote for any individual nominee, mark
"FOR ALL EXCEPT" and write that nominee's name on the line provided
below.

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

2. The ratification of the appointment of Crowe, Chizek and Company LLC as
independent auditors of Lawrence Financial Holdings, Inc. for the
fiscal year ending December 31, 2004.

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

/_/ /_/ /_/

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.

The Employer Stock Fund Trustee is hereby authorized to vote the shares
credited to me in the Employer Stock Fund in its trust capacity as indicated
above.

- ------------------------------- ----------------------------------------
Date Signature

Please complete, date, sign and return this form in the enclosed postage-paid
envelope no later than May 7, 2003.

APPENDIX A

Audit Committee

CHARTER
-------

I. PURPOSE

The primary function of the Audit Committee (the Committee) of Lawrence
Financial Holdings, Inc. (the Corporation) and Lawrence Federal Savings Bank
(the Bank) is to review: the integrity of the financial reports and other
financial information provided by the Corporation to any governmental body or
the public, including any certification, report, opinion or review performed by
the Corporation's independent accountants; the Corporation's compliance with
legal and regulatory requirements; the independent accountants qualifications
and independence; the performance of the Corporation's internal audit functions,
its independent accountants and the system of internal controls regarding
finance, accounting, legal compliance and ethics that management and the Board
have established; and the Corporation's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Committee
should encourage continuous improvement of, and should foster adherence to, the
Corporation's policies, procedures and practices at all levels. The Committee's
primary duties and responsibilities are to:

- Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

- Review and assess the audit efforts of the Corporation's
independent accountants and internal audit function.

- Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
audit function, and the Board of Directors.

The Committee will primarily fulfill these responsibilities by carrying
out the activities outlined in Section IV of this Charter.

II. COMPOSITION

The Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall be independent, and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the
Committee. A Committee member will not be considered independent if he or she
accepts any consulting, advisory or other compensatory fee from the Corporation
or the Bank or is affiliated with the Corporation or the Bank or any of their
subsidiaries except in his or her capacity as a member of the Board of
Directors. All members of the Committee shall have a working familiarity with
basic finance and accounting practices and be able to read and understand
financial statements. In addition, the Board of Directors shall endeavor to
provide that at least one member of the Committee shall be an "audit committee
financial expert," as defined under the regulations of the Securities and
Exchange Commission.

The members of the Committee shall be elected by the Board annually or
until their successors shall be duly elected and qualified. Unless a Chairperson
is elected by the full Board, the members of the Committee may designate a
Chairperson by majority vote of the full Committee membership.

III. MEETINGS

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management and
the external auditors to discuss the internal and external audit functions and
any other matters that the Committee or each of these groups believe should be
discussed privately.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review
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1. Review and update this Charter periodically, but not less than
annually, and as conditions dictate.
2. Review the regular internal reports to management prepared by the
internal audit function and management's response.
3. Review the Corporation's audited annual financial statements and the
independent accountants' opinion rendered with respect to such
financial statements, including reviewing the nature and extent of any
significant changes in accounting principles or the application
therein.
4. Review and approve requests for any management consulting engagement to
be performed by the Corporation's independent auditor and be advised of
any other study undertaken at the request of management that is beyond
the scope of the audit engagement letter.
5. Review with financial management interim financial reports prior to the
release of earnings. The Chairperson of the Committee may represent the
entire Committee for the purposes of this review.
6. Generally discuss earnings press releases and financial information as
well as earnings guidance provided to analysts and rating agencies.

Independent Accountants
- -----------------------

7. Select the independent accountants, considering independence and
effectiveness and approve the fees and other compensation to be paid to
the independent accountants. On an annual basis, the Committee should
review and discuss with the accountants all significant relationships
the accountants have with the Corporation to determine the accountants'
independence.
8. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

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9. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
10. Approve, in advance, all permissible non-audit services to be completed
by the independent accountants. Such approval process will ensure that
the independent accountant does not provide any non-audit services to
the Corporation or the Bank that are prohibited by law or regulation.
11. Obtain and review, at least annually, a report by the independent
accountants describing (A) the auditor's internal quality control
procedures, (B) any material issues raised by its most recent internal
quality control review, or peer review, of the firm or by any inquiry
or investigation by governmental or professional authorities in the
preceding five (5) years relating to an independent audit conducted by
the firm and any steps taken to deal with such issues.
12. Set clear policies for hiring employees or former employees of the
independent accountants.

Financial Reporting Process
- ---------------------------

13. In consultation with the independent accountants and the internal audit
function, review the integrity of the organization's financial
reporting processes, both internal and external.
14. Consider the independent accountants' judgment about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
15. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the internal
audit function.
16. Prepare a report for inclusion in the Corporation's annual proxy
statement, in accordance with applicable rules and regulations.

Process Improvement
- -------------------

17. Establish regular and separate systems of reporting to the Committee by
each of management, the independent accountants and the internal audit
function regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to
appropriateness of such judgments.
18. Following completion of the annual audit, review separately with each
of management, the independent accountants, and the internal audit
function any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.
19. Review and resolve any significant disagreement among management and
the independent accountants or the internal audit function in
connection with the preparation of the financial statements.
20. Review with the independent accountants, the internal audit function
and management the extent to which changes or improvements in financial
or accounting practices, as approved by the Committee, have been
implemented.

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21. Periodically consult with the internal accountants out of the presence
of management and the independent accountants about internal controls
and the fullness and accuracy of the organization's financial
statements.
22. Have in place procedures for (A) receiving complaints regarding
accounting, internal accounting controls or auditing matters and (B)
the confidential submission by employees of concerns regarding
questionable accounting.
23. Report regularly to the Board of Directors, which such report should
include a review on issues relating to the quality or integrity of the
Corporation's financial statements, the Corporation's compliance with
legal or regulatory requirements, the performance of the independent
accountants, or the performance of the internal audit function.

Ethical and Legal Compliance
- ----------------------------

24. Review activities, organizational structure, and qualifications of the
internal audit function.
25. Review all legal compliance matters as they occur.
26. Review and approve all related-party transactions.
27. Review any legal matter that could have a significant impact on the
organization's financial statements.
28. Be authorized to retain independent counsel and other advisors as it
deems necessary to carry out its duties and to assist it in the conduct
of any investigation. In connection therewith, the audit committee
shall be provided appropriate funding as determined by the audit
committee for payment to accountants and advisors.
29. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Committee or the Board
of Directors deems necessary or appropriate.
30. Review and update periodically a Code of Business Conduct.

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