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EXHIBIT 10.2




RobRoy Walters
Chief Financial Officer
Lawrence Financial Holdings, Inc.
311 South Fifth Street
Ironton, Ohio  45638


Dear Mr. Walters:

         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 Employment  Agreement by and among you, Lawrence  Financial and
Lawrence  Federal  dated  as  of  December  28,  2002  (the  "Lawrence   Federal
Agreement"),  and the Employment  Agreement  between you and Lawrence  Financial
dated as of December 28, 2002 (the "Lawrence Financial  Agreement," and together
with  the  "Lawrence  Federal  Agreement,"  the  "Prior  Agreements"),  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 Prior
Agreements shall be null and void and you shall have no further rights under the
Prior Agreements.

         1.     COMPENSATION AND BENEFITS.

         (a)    EMPLOYMENT  AGREEMENTS.   No   later  than  December  15,  2004,
Lawrence  Financial  shall make to you a lump sum  payment in cash in the amount
equal to $400,270.22 (the "Employment Agreement Payment").  For the avoidance of
doubt,  and  notwithstanding  anything  herein to the contrary,  this Employment
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



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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.

         (c)    SUPPLEMENTAL   EXECUTIVE   RETIREMENT  PLAN  PAYMENT.   At   the
Effective Time,  Lawrence  Financial hereby agrees to pay to you in satisfaction
of your  expected  benefit as of the Effective  Time under the Lawrence  Federal
Savings Bank  Supplemental  Executive  Retirement Plan, (the "SERP"),  an amount
equal to $35,537.00.  You hereby agree and acknowledge  that, after such payment
is made to you, Oak Hill Financial,  Lawrence  Financial,  Lawrence  Federal and
their respective  affiliates shall have no further payment obligations to you or
for your benefit  whatsoever  under the SERP and your  participation in the plan
shall cease  immediately  upon full  payment.  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.

         (d)    HEALTH   AND  WELFARE  BENEFITS.   At   the   Effective    Time,
Lawrence  Financial hereby agrees to pay to you in satisfaction of your expected
cost for continued life and medical insurance an amount equal to $44,615.38. You
hereby agree and acknowledge  that,  after such payment is made to you, Oak Hill
Financial,  Lawrence Financial, Lawrence Federal and their respective affiliates
shall have no further payment or benefit  obligations to you or for your benefit
whatsoever with respect to providing you and/or your  dependents  continued life
or medical insurance.  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.

         2.     TERMINATION   OF  THE PRIOR  AGREEMENTS;   AGREEMENT  TO  REMAIN
EMPLOYED  THROUGH  EFFECTIVE  TIME.  Except as provided  in  paragraph 3 of this
Agreement,  you hereby  agree that,  in  consideration  for  entering  into this
Agreement,  effective as of the date hereof,  the Prior Agreements shall be null
and void and no person or entity  shall be obligated to pay to you or any person
any amounts in respect of the Prior Agreements. Further, in consideration of the
benefits  conferred upon you and Lawrence  Financial pursuant to this Agreement,
you hereby agree not to terminate your employment with Lawrence Financial or any
of its  subsidiaries  prior to the Effective  Time,  and, prior to the Effective
Time,  Lawrence  Financial agrees not to terminate your employment with Lawrence
Financial  or its  subsidiaries  without the prior  written  consent of Oak Hill
Financial.

         3.     WITHHOLDING AND DEDUCTIONS.   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. In the event
that any amounts payable or benefits provided hereunder or otherwise would be or
become subject to the excise tax under Section 4999 of the Internal Revenue Code
of 1986,  as amended,  such amounts and benefits  shall be treated in the manner
set forth under Section 6 of Lawrence  Financial  Agreement,  the  provisions


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of which you and Oak Hill  Financial  expressly  assume under and in  accordance
with the terms of this Agreement. You hereby agree to report any amounts paid or
benefits provided under this Agreement for purposes of Federal,  state and local
income,  employment and excise taxes in a manner  consistent  with the manner in
which Oak Hill  Financial  reports any such  amounts or benefits for purposes of
Federal, state and local income,  employment and excise taxes and that you shall
cooperate with Oak Hill Financial in good faith in connection with any valuation
of the restrictions and obligations under this Agreement.

         4.     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.

         5.     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.

         6.     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.

         7.     ENTIRE AND FINAL AGREEMENT.  This  Agreement shall supersede any
and all prior oral or written representations,  understandings and agreements of
the parties with respect to their employment  relationship  (including,  but not
limited  to  all  correspondence,  memoranda  and  term  sheets  and  the  Prior
Agreements), and it contains the entire agreement of the parties with respect to
those matters. 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.

         8.     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.

         9.     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.

         10.    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:

          Lawrence Financial Holdings, Inc.
          c/o Chairman of the Board of Directors
          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/ Herbert J. Karlet
                                                -------------------------------
                                           Name: Herbert J. Karlet
                                                -------------------------------
                                           Date: October 12, 2004
                                                -------------------------------


                                           LAWRENCE FEDERAL SAVINGS BANK


                                           By:  /s/ Herbert J. Karlet
                                                -------------------------------
                                           Name: Herbert J. Karlet
                                                -------------------------------
                                           Date: October 12, 2004
                                                -------------------------------

                                      OAK HILL FINANCIAL, INC.


                                           By:  /s/ Ralph E. Coffman, Jr.
                                                -------------------------------
                                           Name: Ralph E. Coffman, Jr.
                                                -------------------------------
                                           Date: October 12, 2004
                                                -------------------------------




ACCEPTED AND AGREED TO:


/s/ RobRoy Walters
--------------------------
ROBROY WALTERS
Date: October 12, 2004