LAWRENCE FEDERAL SAVINGS BANK
                              EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made effective as of December 28, 2000,
by and among Lawrence Federal Savings Bank (the "Bank"),  a federally  chartered
stock savings bank, with its principal  administrative office at 311 South Fifth
Street,  Ironton,  Ohio  45638-1609,   Lawrence  Financial  Holdings,   Inc.,  a
corporation  organized  under the laws of the  State of  Maryland,  the  holding
company for the Bank (the "Holding Company"), and Jack L. Blair ("Executive").

         WHEREAS, the Bank wishes to assure itself of the services of Executive
for the period provided in this Agreement; and

         WHEREAS,  Executive  is willing to serve in the employ of the Bank on a
full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES.

         During  the period of  Executive's  employment  under  this  Agreement,
Executive shall serve as President and Chief  Executive  Officer of the Bank. As
such, Executive shall report directly to the Board of Directors of the Bank (the
"Board"),  be elected to the Board upon  expiration  of each term thereon  while
this Agreement remains in effect, and be generally responsible for selection and
supervision of the Bank's  personnel and for the formulation of its business and
personnel  policies,  rendering  executive,  policy-making  and other management
services  of the type  customarily  performed  by  persons  serving  in  similar
capacities  at  other   institutions,   together  with  such  other  duties  and
responsibilities  as may be appropriate  to  Executive's  position and as may be
from time to time  determined by the Board to be necessary to the  operations of
the Bank and in accordance with its by-laws.

2. TERMS AND DUTIES.

         (a) The period of Executive's  employment under this Agreement shall be
deemed to have  commenced as of the date first above written and shall  continue
for a period of thirty-six (36) full calendar months  thereafter.  Commencing on
the first anniversary date of this Agreement, and continuing on each anniversary
thereafter,  the disinterested  members of the Board may extend the Agreement an
additional  year  such  that  the  remaining  term  of the  Agreement  shall  be
thirty-six  (36) months unless  Executive  elects not to extend the term of this
Agreement  by  giving  written  notice  in  accordance  with  Section  8 of this
Agreement.  The Board will  review the  Agreement  and  Executive's  performance
annually for purposes of  determining  whether to extend the  Agreement  and the
rationale  and results  thereof  shall be included in the minutes of the Board's
meeting. The Board shall give notice to Executive as soon as possible after such
review as to whether the Agreement is to be extended.


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         (b) During the period of Executive's  employment hereunder,  except for
periods of absence  occasioned  by illness,  reasonable  vacation  periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder including  activities and services related to the organization,
operation and  management of the Bank and  participation  in community and civic
organizations;  provided,  however,  that,  with the  approval of the Board,  as
evidenced by a resolution of such Board, from time to time, Executive may serve,
or continue to serve,  on the boards of directors of, and hold any other offices
or positions in, companies or  organizations,  which, in such Board's  judgment,
will not present any conflict of interest with the Bank,  or  materially  affect
the performance of Executive's duties pursuant to this Agreement.

         (c)  Notwithstanding  anything  herein  to  the  contrary,  Executive's
employment  with the Bank may be terminated by the Bank or the Executive  during
the  term of  this  Agreement,  subject  to the  terms  and  conditions  of this
Agreement.

3. COMPENSATION AND REIMBURSEMENT.

         (a) The Bank shall pay  Executive as  compensation  a salary of $98,400
per year ("Base Salary").  Base Salary shall include any amounts of compensation
deferred by Executive under any tax-qualified retirement or welfare benefit plan
or any other deferred compensation arrangement maintained by the Bank. Such Base
Salary shall be payable in accordance with the regular payroll  practices of the
Bank.  During the period of this  Agreement,  Executive's  Base Salary  shall be
reviewed at least annually; the first such review will be made no later than one
year from the date of this  Agreement.  Such review  shall be  conducted  by the
Board or by a  Committee  of the Board,  delegated  such  responsibility  by the
Board.  The Committee or the Board may increase  Executive's  Base Salary at any
time.  Any increase in Base Salary  shall  become "Base  Salary" for purposes of
this  Agreement.  In addition to Base Salary  provided in this Section 3(a), the
Bank shall also provide  Executive,  at no premium cost to  Executive,  with all
such other benefits as are provided uniformly to permanent  full-time  employees
of the Bank. In addition,  Executive shall be entitled to incentive compensation
and  bonuses  as  provided  in any  plan or  arrangement  of the  Bank in  which
Executive is eligible to participate.

         (b) Executive shall be entitled to participate in any employee  benefit
plans,  arrangements and perquisites  substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Bank will not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or perquisites  which would materially  adversely affect  Executive's  rights or
benefits  thereunder;  except to the extent such changes are made  applicable to
all  Bank  employees  on a  non-  discriminatory  basis.  Without  limiting  the
generality of the foregoing  provisions of this Subsection (b),  Executive shall
be entitled to  participate  in or receive  benefits under all plans relating to
stock  options,  restricted  stock awards,  stock  purchases,  pension,  thrift,
supplemental retirement,  profit-sharing,  employee stock ownership,  group life
insurance,  medical and other health and welfare  coverage,  education,  cash or
stock bonuses that are now or hereafter made available by the Bank to its senior
executives and key management  employees,  subject to and on a basis  consistent
with the


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terms,  conditions and overall  administration  of such plans and  arrangements.
Nothing paid to Executive  under any such plan or arrangement  will be deemed to
be in lieu of other  compensation  to which  Executive  is  entitled  under this
Agreement.

         (c) The  Bank  shall  pay or  reimburse  Executive  for all  reasonable
expenses  incurred by Executive  performing his obligations under this Agreement
in  accordance  with  policies  and  procedures  no more  favorable  than  those
applicable  to  other  executive  personnel  and  may  provide  such  additional
compensation  in such form and such  amounts  as the Board may from time to time
determine.

4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination  (as herein defined)
during  Executive's term of employment  under this Agreement,  the provisions of
this Section shall apply. As used in this  Agreement,  an "Event of Termination"
shall mean and include any one or more of the following:  (i) the termination by
the Bank of Executive's full-time employment hereunder for any reason other than
a termination  governed by Section 5(a) hereof,  or  Termination  for Cause,  as
defined in Section 7 hereof; (ii) Executive's resignation from the Bank's employ
upon  any  (A)   material   change   in   Executive's   function,   duties,   or
responsibilities, which change would cause Executive's position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described  in  Section  1 of this  Agreement,  unless  consented  to by
Executive,  (B) relocation of Executive's  principal place of employment by more
than 30 miles from its location at the effective date of this Agreement,  unless
consented  to  by  Executive,   (C)  material  reduction  in  the  benefits  and
perquisites  to Executive  from those being provided as of the effective date of
this  Agreement,  unless  consented  to  by  Executive,  (D)  a  liquidation  or
dissolution of the Bank or Holding  Company,  or (E) breach of this Agreement by
the Bank.  Upon the occurrence of any event  described in clauses (A), (B), (C),
(D),  or (E) above,  Executive  shall have the right to elect to  terminate  his
employment  under this  Agreement by  resignation  upon not less than sixty (60)
days prior  written  notice  given within six full months after the event giving
rise to said right to elect.

         (b) Upon the  occurrence  of an  Event of  Termination,  on the Date of
Termination,  as  defined  in  Section  8, the Bank  shall be  obligated  to pay
Executive,  or,  in the  event  of his  subsequent  death,  his  beneficiary  or
beneficiaries,  or his estate, as the case may be a sum equal to the sum of: (i)
Base Salary and bonuses in accordance  with Section 3(a) of this  Agreement that
would have been paid to Executive for the remaining  term of this  Agreement had
the Event of Termination not occurred;  and (ii) all benefits,  including health
insurance  in  accordance  with  Section  3(b) that would have been  provided to
Executive for the remaining  term of this  Agreement had an Event of Termination
not occurred;  provided,  however, that any payments pursuant to this subsection
and  subsection  4(c) below  shall not,  in the  aggregate,  exceed  three times
Executive's  average annual  compensation for the five most recent taxable years
that  Executive  has been employed by the Bank or such lesser number of years in
the event that Executive shall have been employed by the Bank for less than five
years.  In the  event the Bank is not in  compliance  with its  minimum  capital
requirements or if such payments pursuant to this subsection (b) would cause the
Bank's capital to be reduced below its minimum regulatory capital  requirements,
such payments shall be deferred until


                                      - 3 -

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such time as the Bank or  successor  thereto  is in capital  compliance.  At the
election  of  Executive,  which  election  is to be made  prior  to an  Event of
Termination, such payments shall be made in a lump sum as of Executive's Date of
Termination. In the event that no election is made, payment to Executive will be
made on a monthly basis in approximately equal installments during the remaining
term of the Agreement. Such payments shall not be reduced in the event Executive
obtains other employment following termination of employment.

         (c) Upon the occurrence of an Event of Termination, the Bank will cause
to be continued  life,  medical,  dental and disability  coverage  substantially
identical  to the  coverage  maintained  by the Bank or the Holding  Company for
Executive  prior to his  termination at no premium cost to Executive,  except to
the  extent  such  coverage  may be changed  in its  application  to all Bank or
Holding Company employees.  Such coverage shall cease upon the expiration of the
remaining term of this Agreement.

5. CHANGE IN CONTROL.

         (a) For purposes of this  Agreement,  a "Change in Control" of the Bank
or Holding  Company shall mean an event of a nature that:  (i) would be required
to be reported  in  response to Item 1 of the current  report on Form 8-K, as in
effect on the date  hereof,  pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act");  or (ii) results in a
Change in Control of the Bank or the Holding  Company  within the meaning of the
Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act and
the Rules  and  Regulations  promulgated  by the  Office  of Thrift  Supervision
("OTS") (or its  predecessor  agency),  as in effect on the date hereof or (iii)
without  limitation such a Change in Control shall be deemed to have occurred at
such time as (A) any "person"  (as the term is used in Sections  13(d) and 14(d)
of the Exchange  Act) is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act),  directly or indirectly,  of voting securities of
the Bank or the Holding  Company  representing  25% or more of the Bank's or the
Holding  Company's  outstanding  voting  securities  or  right to  acquire  such
securities except for any voting securities of the Bank purchased by the Holding
Company and any voting securities  purchased by any employee benefit plan of the
Bank or the Holding Company,  or (B) individuals who constitute the Board on the
date hereof (the "Incumbent  Board") cease for any reason to constitute at least
a majority thereof,  provided that any person becoming a director  subsequent to
the date hereof whose election was approved by a vote of at least three-quarters
of the  directors  comprising  the  Incumbent  Board,  or whose  nomination  for
election  by the  Holding  Company's  stockholders  was  approved  by  the  same
Nominating Committee serving under an Incumbent Board, shall be, for purposes of
this clause (B),  considered as though he were a member of the Incumbent  Board,
or  (C) a  plan  of  reorganization,  merger,  consolidation,  sale  of  all  or
substantially  all the  assets of the Bank or the  Holding  Company  or  similar
transaction  occurs in which the Bank or Holding  Company  is not the  resulting
entity;  provided,  however,  that such an event  listed above will be deemed to
have  occurred  or to have been  effectuated  upon the  receipt of all  required
regulatory approvals not including the lapse of any statutory waiting periods.

         (b) If a Change in Control has occurred pursuant to Section 5(a) or the
Board has determined  that a Change in Control has occurred,  Executive shall be
entitled to the benefits


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provided  in  paragraphs  (c) and  (d) of this  Section  5 upon  his  subsequent
termination  of employment at any time during the term of this Agreement due to:
(1) Executive's  dismissal or (2) Executive's  voluntary  resignation during the
twelve (12) month period  following the date of the Change in Control  following
any  material  demotion,  loss of title,  office  or  significant  authority  or
responsibility,  material  reduction  in  annual  compensation  or  benefits  or
relocation of his  principal  place of employment by more than 30 miles from its
location immediately prior to the Change in Control,  unless such termination is
because of his death, disability, retirement or termination for Cause.

         (c) Upon Executive's  entitlement to benefits pursuant to Section 5(b),
the Bank  shall pay  Executive,  or in the event of his  subsequent  death,  his
beneficiary or beneficiaries,  or his estate, as the case may be, a sum equal to
the greater of: (1) Base Salary and bonuses in  accordance  with Section 3(a) of
this  Agreement that would have been paid to Executive for the remaining term of
this  Agreement had the event  described in Subsection (b) of this Section 5 not
occurred and all  benefits,  including  health  insurance,  in  accordance  with
Section 3(b) that would have been provided to Executive  for the remaining  term
of this  Agreement had the event  described in Subsection  (b) of this Section 5
not occurred; or (2) three (3) times Executive's Average Annual Compensation (as
defined  herein) for the five (5) most recent  taxable years that  Executive has
been  employed  by the Bank or such  lesser  number of years in the  event  that
Executive  shall  have been  employed  by the Bank for less than five (5) years.
Such "Average Annual  Compensation" shall include all taxable income paid by the
Bank,  including but not limited to, Base Salary,  commissions,  and bonuses, as
well as contributions on Executive's behalf to any pension and/or profit sharing
plan, retirement payments,  directors or committee fees and fringe benefits paid
or to be paid to  Executive  in any such year and payment of any  expense  items
without  accountability  or  business  purpose or that do not meet the  Internal
Revenue Service requirements for deductibility by the Bank;  provided,  however,
that any payment under this provision and subsection 5(d) below shall not exceed
three (3) times Executive's Average Annual  Compensation.  In the event the Bank
is not in compliance with its minimum  capital  requirements or if such payments
would  cause the  Bank's  capital  to be reduced  below its  minimum  regulatory
capital  requirements,  such payments  shall be deferred  until such time as the
Bank  or  successor  thereto  is in  capital  compliance.  At  the  election  of
Executive,  which  election  is to be made  prior to a Change in  Control,  such
payment shall be made in a lump sum as of Executive's  Date of  Termination.  In
the  event  that no  election  is made,  payment  to  Executive  will be made in
approximately  equal installments on a monthly basis over a period of thirty-six
(36)  months  following  Executive's  termination.  Such  payments  shall not be
reduced in the event Executive obtains other employment following termination of
employment.

         (d) Upon Executive's  entitlement to benefits pursuant to Section 5(b),
the Bank  will  cause to be  continued  life,  medical,  dental  and  disability
coverage  substantially  identical  to the coverage  maintained  by the Bank for
Executive prior to his severance at no premium cost to Executive,  except to the
extent  that  such  coverage  may be  changed  in its  application  for all Bank
employees on a non- discriminatory basis. Such coverage and payments shall cease
upon the expiration of thirty-six (36) months following the Date of Termination.



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6. CHANGE OF CONTROL RELATED PROVISIONS

         Notwithstanding  the  provisions  of Section  5, in no event  shall the
aggregate  payments or benefits to be made or afforded to  Executive  under said
paragraphs (the "Termination Benefits") constitute an "excess parachute payment"
under  Section 280G of the Internal  Revenue  Code of 1986,  as amended,  or any
successor  thereto,  and in order to avoid such a result,  Termination  Benefits
will be reduced, if necessary,  to an amount (the "Non-Triggering  Amount"), the
value of which is one  dollar  ($1.00)  less than an  amount  equal to three (3)
times Executive's  "base amount",  as determined in accordance with said Section
280G.  The  allocation of the reduction  required  hereby among the  Termination
Benefits provided by Section 5 shall be determined by Executive.

7. TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations  or similar  offenses)  or final  cease-and-desist  order or material
breach  of any  provision  of this  Agreement.  Notwithstanding  the  foregoing,
Executive shall not be deemed to have been Terminated for Cause unless and until
there  shall have been  delivered  to him a Notice of  Termination  which  shall
include a copy of a resolution duly adopted by the affirmative  vote of not less
than a majority of the members of the Board at a meeting of the Board called and
held for that purpose (after  reasonable  notice to Executive and an opportunity
for him, together with counsel,  to be heard before the Board),  finding that in
the good faith opinion of the Board,  Executive was guilty of conduct justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after the Date of Termination for Cause.  During the period beginning
on the date of the Notice of Termination  for Cause pursuant to Section 8 hereof
through the Date of  Termination  for Cause,  stock options and related  limited
rights granted to Executive under any stock option plan shall not be exercisable
nor shall any unvested  awards granted to Executive under any stock benefit plan
of the Bank, the Holding Company or any subsidiary or affiliate  thereof,  vest.
At the Date of  Termination  for Cause,  such stock options and related  limited
rights  and any  unvested  awards  shall  become  null and void and shall not be
exercisable  by or  delivered  to  Executive  at any  time  subsequent  to  such
Termination for Cause.



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8. NOTICE.

         (a) Any  purported  termination  by the Bank or by  Executive  shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).

         (c) If,  within  thirty  (30) days after any Notice of  Termination  is
given,  the party receiving such Notice of Termination  notifies the other party
that a dispute exists concerning the termination,  the Date of Termination shall
be the date on which the dispute is finally determined, either by mutual written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment,  order or decree of a court of  competent  jurisdiction  (the time for
appeal  therefrom  having  expired  and no appeal  having been  perfected)  and,
provided further,  that the Date of Termination shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the  pendency of any such  dispute,  in the event  Executive is
terminated for reasons other than  Termination for Cause, the Bank will continue
to pay  Executive  his Base Salary in effect when the notice  giving rise to the
dispute  was given until the  earlier  of: 1) the  resolution  of the dispute in
accordance  with this  Agreement or 2) the  expiration of the remaining  term of
this Agreement as determined as of the Date of  Termination.  Amounts paid under
this Section are in addition to all other  amounts due under this  Agreement and
shall not be  offset  against  or  reduce  any  other  amounts  due  under  this
Agreement.

9. POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's  employment with the Bank.  Executive shall, upon reasonable notice,
furnish  such  information  and  assistance  to the  Bank as may  reasonably  be
required by the Bank in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party.

10. NON-COMPETITION AND NON-DISCLOSURE OF BANK BUSINESS.

         (a) Upon any termination of Executive's  employment  hereunder pursuant
to Section 4 hereof,  Executive agrees not to compete with the Bank for a period
of one (1) year following such  termination in any city, town or county in which
Executive's  normal business office is located and the Bank has an office or has
filed an application for regulatory approval to establish an office,  determined
as of the effective date of such termination,  except as agreed to pursuant to a
resolution


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duly adopted by the Board.  Executive  agrees that during such period and within
said cities, towns and counties, Executive shall not work for or advise, consult
or otherwise  serve with,  directly or  indirectly,  any entity  whose  business
materially competes with the depository, lending or other business activities of
the Bank. The parties hereto, recognizing that irreparable injury will result to
the Bank, its business and property in the event of  Executive's  breach of this
Subsection  10(a) agree that in the event of any such breach by  Executive,  the
Bank, will be entitled, in addition to any other remedies and damages available,
to an  injunction to restrain the  violation  hereof by  Executive,  Executive's
partners,  agents,  servants,  employees and all persons acting for or under the
direction of Executive. Nothing herein will be construed as prohibiting the Bank
from  pursuing  any  other  remedies  available  to the Bank for such  breach or
threatened breach, including the recovery of damages from Executive.

         (b) Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Executive will not, during or after the term
of his  employment,  disclose  any  knowledge of the past,  present,  planned or
considered  business activities of the Bank or affiliates thereof to any person,
firm,  corporation,  or other  entity  for any  reason  or  purpose  whatsoever.
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Bank. Further,
Executive may disclose information regarding the business activities of the Bank
to the OTS and the Federal Deposit Insurance  Corporation ("FDIC") pursuant to a
formal  regulatory  request.  In the event of a breach or  threatened  breach by
Executive of the  provisions  of this  Section,  the Bank will be entitled to an
injunction  restraining  Executive  from  disclosing,  in whole or in part,  the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed.  Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies  available to the Bank for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

11. SOURCE OF PAYMENTS.

         (a) All  payments  provided in this  Agreement  shall be timely paid in
cash or check from the general funds of the Bank. The Holding Company,  however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to  Executive  and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Holding Company.

         (b) Notwithstanding any provision herein to the contrary, to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received by Executive  under the Employment  Agreement  dated December 28, 2000,
between  Executive  and the Holding  Company,  such  compensation  payments  and
benefits  paid by the Holding  Company will be  subtracted  from any amounts due
simultaneously to Executive under similar provisions of this Agreement. Payments
pursuant to this Agreement and the Holding Company  Agreement shall be allocated
in proportion


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to the services  rendered and time  expended on such  activities by Executive as
determined by the Holding Company and the Bank on a quarterly basis.

12. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

13. NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive and the Bank and their respective successors and assigns.

14. MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15. REQUIRED PROVISIONS.

         In the event any of the foregoing  provisions of this Section 15 are in
conflict with the terms of this Agreement, this Section 15 shall prevail.

         (a) The Bank may terminate Executive's  employment at any time, but any
termination by the Bank, other than  Termination for Cause,  shall not prejudice
Executive's  right to  compensation  or other  benefits  under  this  Agreement.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause as defined in Section 7 hereinabove.


                                      - 9 -

<PAGE>



         (b) If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section  8(e)(3) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(3)  or (g)(1);  the Bank 's obligations  under this contract shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed, the Bank may in its discretion:  (i)
pay  Executive all or part of the  compensation  withheld  while their  contract
obligations were suspended;  and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.

         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(4)  or (g)(1),  all obligations of the Bank under this contract shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

         (d) If the Bank is in default  as  defined  in  Section  3(x)(1) of the
Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of the
Bank under this  contract  shall  terminate as of the date of default,  but this
paragraph shall not affect any vested rights of the contracting parties.

         (e)  All   obligations  of  the  Bank  under  this  contract  shall  be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution: (i) by the Director of
the OTS (or his designee), the FDIC or the Resolution Trust Corporation,  at the
time the FDIC enters into an agreement to provide  assistance to or on behalf of
the Bank under the authority  contained in Section 13(c) of the Federal  Deposit
Insurance Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS (or his
designee)  at the time the  Director (or his  designee)  approves a  supervisory
merger to resolve  problems  related to the  operations  of the Bank or when the
Bank is determined by the Director to be in an unsafe or unsound condition.  Any
rights of the parties that have already vested,  however,  shall not be affected
by such action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,   are   subject  to  and   conditioned   upon   compliance   with  12
U.S.C.ss.1828(k)  and 12 C.F.R.  Section  545.121 and any rules and  regulations
promulgated thereunder.

16. REINSTATEMENT OF BENEFITS UNDER SECTION 15(b).

         In the event Executive is suspended and/or temporarily  prohibited from
participating  in the  conduct of the Bank's  affairs by a notice  described  in
Section  15(b) hereof (the  "Notice")  during the term of this  Agreement  and a
Change  in  Control,  as  defined  herein,  occurs,  the Bank  will  assume  its
obligation  to  pay  and  Executive  will  be  entitled  to  receive  all of the
termination  benefits  provided for under Section 5 of this  Agreement  upon the
Bank's receipt of a dismissal of charges in the Notice.



                                     - 10 -

<PAGE>



17. SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

18. HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

19. GOVERNING LAW.

         The  validity,  interpretation,  performance  and  enforcement  of this
Agreement shall be governed by the laws of the State of Ohio, without regards to
principles  of  conflicts  of law of this  state,  but  only to the  extent  not
superseded by federal law.

20. ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by Executive within fifty
(50) miles from the location of the Bank,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.

21. PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal  fees paid or  incurred  by  Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or reimbursed by the Bank if Executive is successful on the merits
pursuant to a legal judgment, arbitration or settlement.



                                     - 11 -

<PAGE>



22. INDEMNIFICATION.

         (a) The Bank shall provide  Executive  (including his heirs,  executors
and  administrators)  with coverage  under a standard  directors'  and officers'
liability insurance policy at its expense and shall indemnify Executive (and his
heirs,  executors and administrators) as permitted under federal law against all
expenses  and  liabilities  reasonably  incurred  by him in  connection  with or
arising out of any  action,  suit or  proceeding  in which he may be involved by
reason of his having been a director  or officer of the Bank  (whether or not he
continues to be a director or officer at the time of incurring  such expenses or
liabilities),  such expenses and liabilities to include,  but not be limited to,
judgments,   court  costs  and  attorneys'  fees  and  the  cost  of  reasonable
settlements.

         (b) Any payments made to Executive pursuant to this Section are subject
to and  conditioned  upon  compliance  with 12  U.S.C.ss.1828(k)  and 12  C.F.R.
Section 545.121 and any rules or regulations promulgated thereunder.

23. SUCCESSOR TO THE BANK

         The Bank shall  require any  successor or assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the  business or assets of the Bank or the  Holding  Company,
expressly  and  unconditionally  to  assume  and  agree to  perform  the  Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such  succession or  assignment  had
taken place.



                                     - 12 -

<PAGE>


                                   SIGNATURES


         IN  WITNESS  WHEREOF,   Lawrence  Federal  Savings  Bank  and  Lawrence
Financial  Holdings,  Inc.  have caused this  Agreement to be executed and their
seals to be affixed  hereunto by their duly  authorized  officers and directors,
and Executive has signed this Agreement, on the 28th day of December, 2000.


ATTEST:                                     LAWRENCE FEDERAL SAVINGS BANK


/s/ Mary Kratzenburg                        By:  /s/ Tracy E. Brammer
--------------------                           ---------------------------------
                                               For the Entire Board of Directors



         [SEAL]


ATTEST:                                     LAWRENCE FINANCIAL HOLDINGS, INC.
                                              (Guarantor)



/s/ Mary Kratzenberg                        By:  /s/ Tracy E. Brammer
--------------------                           ---------------------------------
                                               For the Entire Board of Directors

         [SEAL]


WITNESS:                                    EXECUTIVE



/s/ Mary Kratzenburg                            /s/ Jack L. Blair
--------------------                            --------------------------------
                                                Jack L. Blair