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EXHIBIT 10.3





[Name]
Director
Lawrence Financial Holdings, Inc.
311 South Fifth Street
Ironton, Ohio  45638


Dear Mr. [Name]:

         In connection  with the  anticipated  merger (the "Merger") of Lawrence
Financial  Holdings,   Inc.  ("Lawrence  Financial")  with  and  into  Oak  Hill
Financial, Inc. ("Oak Hill Financial") as contemplated by the Agreement and Plan
of Merger, by and between Oak Hill Financial and Lawrence Financial (the "Merger
Agreement"),  which is entered into as of today,  Lawrence  Financial,  Lawrence
Federal  Savings Bank  ("Lawrence  Federal"),  Oak Hill Financial and you hereby
enter into this agreement  (this  "Agreement").  Capitalized  terms used but not
otherwise  defined in this  Agreement  shall have the  meaning  set forth in the
Merger Agreement.

         In the event  that the  Effective  Time does not occur for any  reason,
this  Agreement  shall be  deemed  null and void AB  INITIO  and of no force and
effect,  and the Lawrence  Federal  Savings  Bank Amended and Restated  Director
Retirement  Agreement by and among you and Lawrence Federal dated as of December
24, 2003 (the "Director  Retirement  Agreement"),  shall be reinstated effective
immediately;  provided  that you have not yet  received the payment set forth in
Section 1(a) of this Agreement.  If you have received the full payment set forth
in Section 1(a) of this Agreement, and the Effective Time does not occur for any
reason, you acknowledge and agree that, the Director Retirement  Agreement shall
be null and  void and you  shall  have no  further  rights  under  the  Director
Retirement Agreement.

         1.    COMPENSATION AND BENEFITS.

         (a)   DIRECTOR RETIREMENT  AGREEMENT.  No later than December 15, 2004,
Lawrence  Financial  shall make to you a lump sum  payment in cash in the amount
equal to $__________  (the "Director  Retirement  Agreement  Payment").  For the
avoidance of doubt, and  notwithstanding  anything herein to the contrary,  this
Director  Retirement  Agreement  Payment  shall  not be taken  into  account  in
computing any benefits under any plan,  program or other arrangement of Oak Hill
Financial, Lawrence Financial, Lawrence Federal or their affiliates.

         (b)  OPTIONS AND RESTRICTED  STOCK.  All stock options,  as well as any
shares of restricted  stock, held by you that have not vested or exercised as of
the Effective Time, will be treated in accordance with the Merger Agreement. For
the avoidance of doubt, and notwithstanding anything herein to the contrary, the
payment described in this paragraph shall not be taken into account in computing
any benefits under any plan, program or other arrangement of Oak Hill Financial,
Lawrence Financial, Lawrence Federal or their affiliates.


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         (c)  DEFERRED FEE AGREEMENT.  At the Effective Time, Lawrence Financial
agrees to pay to you all benefits due under the  Lawrence  Federal  Savings Bank
Deferred Fee Agreement as of the Effective Time.

         2.   WITHHOLDING  AND  DEDUCTIONS.   If  required  to  do  so, Lawrence
Financial  will  withhold  and deposit all  federal,  state and local income and
employment  taxes that are owed with  respect to all  amounts  paid or  benefits
provided to or for you by Lawrence  Financial or any affiliate  pursuant to this
Agreement. You, Lawrence Financial and Oak Hill Financial agree that none of the
payments  and  benefits  payable  or  provided  to you or for  your  benefit  in
connection  with the Merger under this  Agreement  or otherwise  are expected to
constitute an "excess  parachute  payment" within the meaning of Section 280G of
the Code.

         3.   SUCCESSORS.   This  Agreement  is  personal to you and without the
prior  written  consent of Oak Hill  Financial  shall not be  assignable  by you
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall inure to the benefit of and be enforceable by your legal  representatives.
This  Agreement  shall  inure to the  benefit  of and be binding  upon  Lawrence
Financial, Oak Hill Financial and their successors and assigns.

         4.   WAIVER.  Failure of Oak Hill Financial to demand strict compliance
with any of the terms,  covenants or conditions of this  Agreement  shall not be
deemed a waiver of such term,  covenant  or  condition,  nor shall any waiver or
relinquishment  of any such term,  covenant  or  condition  on any  occasion  or
multiple  occasions be deemed a waiver or relinquishment of such term,  covenant
or condition.

         5.   GOVERNING LAW AND JURISDICTION.  This Agreement is governed by and
construed  under the laws of the State of Ohio,  without  regard to  conflict of
laws rules. You, Lawrence Financial and Oak Hill Financial (a) hereby consent to
submit to the exclusive  personal  jurisdiction  of any Federal court located in
the State of Ohio or any  court of the  State of Ohio in the  event any  dispute
arises out of this  Agreement or any of the  transactions  contemplated  by this
Agreement,  and (b) hereby waive any right to challenge jurisdiction or venue in
such  courts  with  regard  to any  suit,  action,  or  proceeding  under  or in
connection  with the Agreement.  Each party to this Agreement also hereby waives
any right to trial by jury in connection  with any suit,  action,  or proceeding
under or in connection with this Agreement.

         6.   ENTIRE AND FINAL  AGREEMENT.  No  agreements  or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been  made by  either  party  which  are not set  forth  expressly  in this
Agreement. Once signed by the parties hereto, no provision of this Agreement may
be modified or amended  unless agreed to in a writing,  signed by you and a duly
authorized officer of Lawrence Financial and Oak Hill Financial.

         7.   ASSIGNMENT.   Neither  this  Agreement  nor  any  of  the  rights,
obligations or interests  arising hereunder may be assigned by you. Neither this
Agreement nor any of the rights,  obligations or interests arising hereunder may
be assigned by  Lawrence  Financial  or Oak Hill  Financial  without  your prior
written consent,  to a person or entity other than an affiliate or parent entity
of Lawrence  Financial or Oak Hill  Financial,  or their  successors or assigns;
PROVIDED, HOWEVER, that, in the event of the merger, consolidation, transfer, or
sale of all or substantially all of the assets of Lawrence Financial or Oak Hill
Financial  with or to any other  individual  or


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entity, this Agreement shall,  subject to the provisions hereof, be binding upon
and inure to the benefit of such  successor and such successor  shall  discharge
and perform all the promises,  covenants,  duties,  and  obligations of Lawrence
Financial or Oak Hill Financial hereunder.

         8.   SECTION   HEADINGS.   The  section   headings   contained  in this
Agreement are inserted for purposes of convenience only and shall not affect the
meaning or interpretation of this Agreement.

         9.   NOTICES.   All notices required by this Agreement shall be sent in
writing and delivered by one party to the other by overnight express mail to the
following persons and addresses:


          If to Lawrence Financial or Lawrence Federal:

          Jack L. Blair
          Chief Executive Officer
          Lawrence Financial Holdings, Inc.
          311 South Fifth Street
          Ironton, Ohio  45638

          With a copy to Oak Hill Financial.

          If to Oak Hill Financial:

          Ralph E. Coffman, Jr.
          President and Chief Executive Officer
          Oak Hill Financial, Inc.
          14621 State Route 93
          Jackson, Ohio  45640

          If to you:

          At the most recent address on file at Lawrence Financial.

          14.  EXECUTION IN COUNTERPARTS.  This Agreement may be executed by the
parties  hereto  in  counterparts,  and each of which  shall  be  considered  an
original for all purposes.




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         If the  foregoing  is  satisfactory,  please so indicate by signing and
returning to Lawrence  Financial and Oak Hill Financial and the enclosed copy of
this letter whereupon this will constitute our agreement on the subject.


                                           LAWRENCE FINANCIAL HOLDINGS, INC.


                                           By:  /s/
                                                -------------------------------
                                           Name:
                                                -------------------------------
                                           Date:
                                                -------------------------------


                                           LAWRENCE FEDERAL SAVINGS BANK


                                           By:  /s/
                                                -------------------------------
                                           Name:
                                                -------------------------------
                                           Date:
                                                -------------------------------


                                           OAK HILL FINANCIAL, INC.


                                           By:  /s/
                                                -------------------------------
                                           Name:
                                                -------------------------------
                                           Date:
                                                -------------------------------


ACCEPTED AND AGREED TO:


--------------------------
[Name]
Date:______________





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Schedule A - Payments to Directors
----------------------------------

         The  form of  Letter  Agreement  set  forth  above  is the same for all
non-employee  directors,  except as to the name of each director and the payment
to be received by each director under Section 1(a) of each Letter Agreement. The
payments for each director are as follows:



                      Name                           Payment
         -------------------------------    --------------------------

         Tracy E. Brammer, Jr.                $98,134.61

         Herbert J. Karlet                    $61,427.44

         Robert N. Taylor                     $41,576.57

         Charles E. Austin II                 $38,579.85