KELLER & COMPANY, INC.
                        FINANCIAL INSTITUTION CONSULTANTS
                              555 METRO PLACE NORTH
                                    SUITE 524
                               DUBLIN, OHIO 43017
                                 (614) 766-1426
                               (614) 766-1459 FAX

September 8, 2000


The Board of Directors
Lawrence Federal Savings Bank
311 South Fifth Street
Ironton, Ohio 45638

     Re:  Subscription Rights - Conversion of Lawrence Federal Savings Bank

Ladies and Gentlemen:

The  purpose  of this  letter  is to  provide  an  opinion  of the  value of the
subscription  rights of the "to be issued"  common  stock of Lawrence  Financial
Holdings,  Inc. (the "Corporation"),  Ironton, Ohio, in regard to the conversion
of Lawrence  Federal  Savings  Bank,  ("Lawrence  Federal" or the "Bank") from a
federally  chartered mutual savings bank to a federally  chartered stock savings
bank.

Because  the  Subscription  Rights to  purchase  shares  of common  stock in the
Corporation,  which are to be issued to the depositors of Lawrence Federal,  and
the other  members of the Bank and will be acquired by such  recipients  without
cost,  will be  nontransferable  and of  short  duration  and  will  afford  the
recipients  the right only to purchase  shares of common stock at the same price
as will be paid by members of the general public in a Direct Community Offering,
we are of the opinion that:

     (1)  The Subscription  Rights will have no ascertainable fair market value,
          and;

     (2)  The price at which the Subscription Rights are exercisable will not be
          more or less than the fair  market  value of the shares on the date of
          exercise.

Further,  it is our opinion that the  Subscription  Rights will have no economic
value on the date of distribution  or at the time of exercise,  whether or not a
community offering takes place.

Sincerely,


KELLER & COMPANY, INC.

/s/Michael R. Keller

Michael R. Keller
President