EXHIBIT 99.2

FEDERAL DEPOSIT INSURANCE CORPORATION
Washington, DC 20429

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the transition period from ________ to ________

FDIC Certificate No. 23288

Massachusetts 04-1528790
- ------------------------------------------ --------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

30 Massachusetts Avenue, North Andover, MA 01845
- ------------------------------------------ --------------------------------------
(Address of principal executive officers) (Zip Code)

(978) 725-7500
(Registrant's telephone number, including area code)

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

Securities Registered Pursuant to Section 12(b) of the Act:
None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $.10 per share
--------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filling requirements for the past 90 days. Yes X No
---

Indicated by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy of information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]

State the aggregate market value of the voting stock held by non-affiliates*
of the registrant based on the closing sale price of
$11.813 per share as of March 8, 20001

Approximately $50,550,249

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

Class Outstanding as of March 8, 2001
- ----- -------------------------------
Common Stock, par value $.10 per share 4,371,500 shares

DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Lawrence Savings Bank (the
"Bank") Annual Report to Stockholders for the fiscal year ended December 31,
2000 (the "Annual Report"), attached hereto as Exhibit (13) and the Lawrence
Savings Bank Proxy Statement for the 2001 Annual Meeting (the "Proxy
Statement"), attached hereto as Exhibit (20), are incorporated by reference
into Parts, I, II, and III of this Form 10-K. An index to the exhibits attached
to this Form 10-K can be found on page 6 of this Form 10-K.

* For purposes of this calculation only, the common stock of Lawrence Savings
Bank held by directors executive officers of Lawrence Savings Bank has been
treated as owned by affiliates.

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PART I

Item 1. BUSINESS

The response is incorporated herein by reference from the discussion
respectively under the captions entitled "FINANCIAL HIGHLIGHTS" on page 4,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" on pages 5 through 15 and Financial Statements and Notes to
Consolidated Financial Statements on pages 18 through 37 of the Annul Report.

The following table is to supplement for information not contained in the Annual
Report.

Short term borrowings include securities sold under agreements to repurchase,
Federal Home Loan Bank (FHLB) advances and Federal Reserve Bank (FRB) borrowings
for which the original maturity is less than 3 months. Short-term borrowings are
summarized as follows:

2000 1999 1998
---------------------- ----------------------- -------------------
Repurchase FHLB/FRB Repurchase FHLB/FRB Repurchase FHLB
(Dollars in Thousands) Agreements Advances Agreements Advances Agreements Advances
- ---------------------- ---------- -------- ---------- -------- ---------- --------

Outstanding at December 31 $ -- -- $ -- 32,500 $ -- --
Weighted average rate
at December 31 -- -- -- 5.00% -- --
Average balance outstanding
during the year 24,539 24,364 19,899 22,152 -- 4,526
Weighted average rate
during the year 6.29% 6.14% 5.13% 5.27% -- 5.71%
Maximum outstanding at
any month end $42,544 $71,000 $37,639 54,000 $ -- $6,000
------- ------- ------- ------ ------- ------

Item 2. PROPERTIES

Rent expense for 2000 totaled $143,000. The following table sets forth the
locations of the offices of the Bank, as well as certain information relating to
these offices as of December 31, 2000.

Lease
----------------------
Year Current
Acquired Square Owned/ Term Renewal
Or Leased Feet Leased Expires Options
--------- ------ ------ -------- -------------

CORPORATE OFFICES

North Andover 1992 45,315 Owned -- --
30 Massachusetts Ave.
No. Andover, MA 01845

BRANCH OFFICES

Essex Street 1998 3,432 Leased 2003 One (5) yr.
300 Essex Street Renewal Option
Lawrence, MA 01842

Jackson Street 1998 2,369 Leased 2003 One (5) yr.
20 Jackson Street Renewal Option
Methuen, MA 01844

West Methuen 1979 5,234 Owned -- --
148 Lowell Street
Methuen, MA 01844

Andover 1995 2,449 Leased 2010 Two (5) yr.
342 North Main Street Options
Andover, MA 01810

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ITEM 3. LEGAL PROCEEDINGS

The Bank is involved in various legal proceedings incidental to its
business. After review with legal counsel, management does not believe
resolution of such litigation will have a material adverse effect on the
financial condition and operating results of the Bank.

In one litigation matter, the Bank was awarded a $4.2 million
judgment in 1997. This matter has been appealed, and this judgment has not yet
been collected. The Bank expects to prevail on this appeal. The Bank expects to
collect this judgment, at least in substantial part, which would have a material
favorable impact to the Bank's financial statements. Post judgment interest
accrues from the date of this judgment and approximates $1.9 million at December
31, 2000. However, collectibility of post judgment interest in addition to the
$4.2 million award has not yet been determined.

In another litigation matter, the Bank was awarded $1.1 million by
a jury verdict, during the fourth quarter 1999, in a legal case where the Bank
sought to recover damages from loans previously charged off.

In 2000, the court entered final judgment for approximately $1.8
million, which includes post judgment accrued interest. This award has been
appealed by defendants and collectibility of this award is subject to this
appeal and other contingencies.

It is management's opinion that the timing and final amounts to be
collected cannot be determined at this time. Accordingly, no recognition of
these judgments has been recorded in the financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK EQUITY AND RELATED STOCKHOLDER
MATTERS

The response is incorporated herein by reference from the
discussion under the caption "STOCKHOLDER INFORMATION" on page 38 and the
discussion under the subcaption "Capital Adequacy" of the caption "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" on
page 15 of the Annual Report.

ITEM 6. SELECTED FINANCIAL DATA

The response is incorporated herein by reference from the table
titled "FINANCIAL HIGHLIGHTS" on page 4 of the Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The response is incorporated herein by reference from the
discussion under the caption "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" on pages 5 through 15 of the Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The response is incorporated herein by reference from the
discussion under the subcaption "Interest Rate Sensitivity" of the caption
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" on pages 13 and 14 of the Annual Report.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response is incorporated herein by reference from the Lawrence Savings
Bank and Subsidiaries Consolidated Financial Statements and Notes thereto at
pages 18 through 37 of the Annual Report.

PART III

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

None.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The response is incorporated herein by reference from the discussion under
the caption "INFORMATION REGARDING DIRECTORS" on pages 21 through 22, the
discussion under the caption "PRINCIPAL OFFICERS" on page 25 and the discussion
under the caption "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" on
page 34 of the Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

The response is incorporated herein by reference from the section entitled
"COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS" on pages 26 through 31 of the
Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The response is incorporated herein by reference from the discussion under
the caption entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" on pages 32 through 34 of the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The response is incorporated herein by reference from the discussion under
the caption entitled "INDEBTEDNESS OF DIRECTORS AND MANAGEMENT AND CERTAIN
TRANSACTIONS WITH MANAGEMENT AND OTHERS" on page 31 and 32 of the Proxy
Statement.

In August 2000, the Bank entered into a 50% participation, not to exceed
the Bank's aggregate limit of $25.0 million, with Southern New Hampshire Bank
and Trust Company in floor plan lines of credit to used car dealers. Southern
New Hampshire and Trust Company is an affiliate of William P. DeLuca, Jr. and
Lease and Rental Management Corp., which have reported ownership of 9.6% of the
Bank's outstanding common stock. The line is guaranteed by Windham Equities
Company, which is also an affiliate of William P. DeLuca, Jr. and Lease and
Rental Management Corp. This transaction was made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other borrowers not affiliated with the Bank
and does not involve more than normal risk of collectibility or present other
features unfavorable to the Bank.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM F-3 OR
FORM 8-K

(a) (l) Financial Statements: the following Lawrence Savings Bank and
Subsidiaries Consolidated Financial Statements are incorporated
herein by reference from the Annual Report, listed below and attached
as Exhibit (13).

Page number(s) in Annual
Report
------------------------

Report of Management Responsibility 16
Independent Auditors' Report 17
Consolidated Balance Sheets as of
December 31, 2000 and 1999 18
Consolidated Statements of Operations
for the years ended December 31,
2000, 1999 and 1998 19
Consolidated Statements of Changes
in Stockholders' Equity for the
years ended December 31, 2000
1999 and 1998 20
Consolidated Statements of Cash Flows
for the years ended December 31, 2000
1999 and 1998 21
Notes to Consolidated Financial Statements 22-37

(a) (2) Financial Statement Schedules:

None.

(b) Report on Form 8-K:

None.

Exhibits to the Form 10-K have been included (unless otherwise noted) only
with the copies of the Form 10-K filed with the FDIC. Upon request to
Investors Relations, Lawrence Savings Bank, 30 Massachusetts Avenue, North
Andover, MA 01845, copies of the individual exhibits will be furnished upon
payment of a reasonable reproduction fee.

Exhibits:

(2) Plan of Reorganization

(3) (i) Articles of incorporation*

(3) (ii) Corporate By-Laws, as amended#

(3) (iii) Certificate of vote of directors establishing a series of a
class of stock#

(4) Rights Agreement dated as of December 12, 1996**

(10.1) Lawrence Savings Bank 1986 Stock Option Plan***

(10.2) Employment Agreement with Paul A. Miller+

(10.3) Employment Agreement with Robert P. Perreault++

(10.4) Special Termination Agreement with Paul A. Miller+

(10.5) Special Termination Agreement with Robert P. Perreault++

(10.7) Supplemental Retirement Agreement with Paul A. Miller dated
April 21, 1989##

(10.8) Supplemental Retirement Agreement with Paul A. Miller dated
April 29, 1996##

(10.9) Lawrence Savings Bank 1997 Stock Option Plan##

(10.10) Employment Agreement with Jeffrey W. Leeds###

(10.11) Employment Agreement with Timothy L. Felter###

(10.12) Employment Agreement with John E. Sharland

(10.13) Employment Agreement with Richard J. D'Ambrosio

(13) 2000 Annual Report to Shareholders of Lawrence Savings Bank

(20) 2001 Proxy Statement

(21) Subsidiaries of the Bank

(99.1) Press release - Lawrence Savings Bank Announces Plan to Form
Holding Company dated December 21, 2000

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

The documents listed in exhibits 10.1 through 10.13 include each management
contract or compensatory plan or arrangement required to file as an exhibit to
this Form pursuant to item #601 of regulation S-K.

* Incorporated herein by reference from Lawrence Savings Bank Form
F-1 filed July 17, 1986.

** Incorporated herein by reference from Exhibit 1 to Lawrence
Savings Bank Registration Statement on Form F-10, dated
December 20, 1996

*** Incorporated herein by reference from Intrex Financial Services,
Inc. Registration Statement No. 33-30775 on Form S-8/S-3.

+ Incorporated herein by reference from Intrex Financial
Services, Inc. March 31, 1989 Form 10-Q filed on May 11,
1989, and as amended in the Lawrence Savings Bank Form F-2
filed March 25, 1993.

++ Incorporated herein by reference from Intrex Financial Services,
Inc. Registration Statement No. 33-11982 on Form S-4, and as
amended in the Lawrence Savings Bank Form F-2 filed
March 25, 1993.

# Incorporated herein by reference from Lawrence Savings Bank Form
F-2 filed March 26, 1997.

## Incorporated herein by reference from Lawrence Savings Bank's
Form 10K filed March 30, 1998.

### Incorporated herein by reference from Lawrence Savings Bank's
Form 10-K filed March 29, 2000.

(d) None.

Subsequent Developments

On December 21, 2000, The Bank's Board of Directors voted to approve the
reorganization of the Bank into a holding company structure. The Board of
Directors approved the Plan of Reorganization and Acquisition (the "Plan") dated
March 12, 2001 for the establishment of the holding company ("LSB Corp."). The
Plan indicates that the Bank and LSB Corp. have agreed that LSB Corp. will
acquire all of the issued and outstanding shares of the Bank's Common Stock
(together with associated preferred stock purchase rights) in exchange for
shares of LSB Corp. Common Stock (together with associated preferred stock
purchase rights). Consummation of the Plan is conditioned on shareholder and
regulatory approvals. The Bank's press release dated December 21, 2000 and the
Plan of Reorganization and Acquisition are incorporated herein by reference and
attached as exhibits (99.1) and (2) of this Form 10-K.

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Bank has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Lawrence Savings Bank

By: /s/ Paul A. Miller
----------------------------------
Paul A. Miller, President
and Chief Executive Officer

DATE: March 22, 2001

Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Bank and in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ Paul A. Miller President, Chief Executive Officer and March 22, 2001
- -------------------------------- Director (Principal Executive Officer)
Paul A. Miller

/s/ John E. Sharland Senior Vice President, Chief Financial Officer March 22, 2001
- -------------------------------- (Principal Financial and Principal Accounting
John E. Sharland Officer)

Chairman of the Board March 22, 2001
- -------------------------------- Director
Thomas J. Burke

/s/ Eugene A. Beliveau Director March 22, 2001
- --------------------------------
Eugene A. Beliveau

/s/ Kathleen I. Boshar Director March 22, 2001
- --------------------------------
Kathleen I. Boshar

/s/ Malcolm W. Brawn Director March 22, 2001
- --------------------------------
Malcolm W. Brawn

/s/ Byron R. Cleveland, Jr. Director March 22, 2001
- --------------------------------
Byron R. Cleveland, Jr.

/s/ Neil H. Cullen Director March 22, 2001
- --------------------------------
Neil H. Cullen

/s/ Robert F. Hatem Director March 22, 2001
- --------------------------------
Robert F. Hatem

/s/ Richard Hart Harrington Director March 22, 2001
- --------------------------------
Richard Hart Harrington

Director March 22, 2001
- --------------------------------
Marsha A. McDonough

INDEX TO EXHIBITS ATTACHED TO FORM 10-K

Sequentially order

ITEM DESCRIPTION PAGE #
- ---------------- ------

(2) Plan of Reorganization 11

(10.12) Employment Agreement with John E. Sharland 17

(10.13) Employment Agreement with Richard J. D'Ambrosio 26

(13) 2000 Annual Report to Shareholders of Lawrence Savings Bank 35

(20) 2001 Proxy Statement 76

(21) Subsidiaries of the Bank 142

(99.1) Press Release - Lawrence Savings Bank Announces Plan to Form
Holding Company dated December 21, 2000. 143

Exhibit 21

SUBSIDIARIES

LAWRENCE SAVINGS BANK

Pemberton Corporation: Holds real estate for sale.

Spruce Wood Realty Trust: Holds real estate used in the normal course of
business.

Shawsheen Security Corporation and Shawsheen Security Corporation II: Engages
exclusively in buying, selling, dealing in and holding investment securities on
its own behalf.

Each of the subsidiaries is organized or incorporated in Massachusetts.