LAWRENCE FINANCIAL HOLDINGS INC
SB-2, EX-99.2, 2000-09-08
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                                                                    Exhibit 99.2


November xx, 2000


Dear Member:

We are pleased to announce that Lawrence Federal Savings Bank is converting from
the mutual to the stock form of organization. In connection with the Conversion,
Lawrence Financial Holdings, Inc., the newly-formed holding company for Lawrence
Federal, is offering common shares in a subscription offering pursuant to a Plan
of Conversion.

To accomplish this conversion,  we need your participation in an important vote.
Enclosed is a proxy statement  describing the Plan of Conversion and your voting
and subscription  rights. The Plan of Conversion has been approved by the Office
of  Thrift  Supervision  and now  must be  approved  by you.  YOUR  VOTE IS VERY
IMPORTANT.

Enclosed,  as part of the proxy  materials,  is your proxy card,  the detachable
section on top of the order form having your name and  address.  This proxy card
should be signed and  returned to us prior to the Special  Meeting of Members to
be held on December  xx,  2000.  Please  take a moment now to sign the  enclosed
proxy card and return it to us in the postage-paid envelope provided. FAILURE TO
VOTE HAS THE SAME EFFECT AS VOTING AGAINST THE CONVERSION.

The Board of Directors believes the conversion will offer a number of advantages
such as an opportunity for depositors and certain  borrowers of Lawrence Federal
to become shareholders. Please remember:

     o    Your deposit  accounts  will  continue to be insured up to the maximum
          legal limit by the Federal Deposit Insurance Corporation.

     o    There will be no change in the balance,  interest rate, or maturity of
          any deposit accounts because of the conversion.

     o    Members have a right, but not an obligation, to buy Lawrence Financial
          common  stock and may do so without a  commission  or fee before it is
          offered to the general public.

     o    Like all stock,  shares of Lawrence  Financial  common stock issued in
          this offering will not be insured by the FDIC.

Enclosed is a prospectus containing a complete discussion of the stock offering.
We urge you to read this material carefully. If you are interested in purchasing
the common  shares of Lawrence  Financial,  you must submit your stock order and
certification  form and payment  prior to 12:00 Noon,  Eastern time, on December
xx, 2000.

If you have additional questions regarding the offering, please call us at (740)
xxx-xxxx, Monday through Friday, or stop by our Stock Information Center located
at 311 South Fifth Street, Ironton, Ohio.

Sincerely,



Jack L. Blair
President and Chief Executive Officer


THE SHARES OF COMMON  STOCK  BEING  OFFERED  IN THIS  OFFERING  ARE NOT  SAVINGS
ACCOUNTS  OR  DEPOSITS  AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION  INSURANCE FUND
OR ANY OTHER GOVERNMENT  AGENCY.  THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.


<PAGE>

November xx, 2000


Dear Friend:

We are pleased to announce that Lawrence Federal Savings Bank is converting from
the mutual to the stock form of organization. In connection with the conversion,
Lawrence  Financial,  the newly-formed  holding company for Lawrence Federal, is
offering  common  shares  in a  subscription  offering  pursuant  to a  Plan  of
Conversion.

Because of your subscription  rights as a former member of Lawrence Federal,  we
are sending you the following materials which describe the stock offering.

         PROSPECTUS:  This document provides detailed information about Lawrence
         Federal's operations and the proposed stock offering.

         STOCK ORDER AND CERTIFICATION FORM: This form is used to purchase stock
         by  returning  it with your  payment  in the  enclosed  business  reply
         envelope.  The deadline for ordering stock is 12:00 Noon, Eastern time,
         on _____________, 2000.

As a former depositor of Lawrence Federal,  you will have the opportunity to buy
common shares directly from Lawrence  Financial in the offering without paying a
commission or fee. If you have additional questions regarding the conversion and
offering, please call us at (740) xxx-xxxx Monday through Friday, or stop by our
Stock Information Center located at 311 South Fifth Street, Ironton, Ohio.

We are pleased to offer you this opportunity to become a shareholder of Lawrence
Financial Holdings, Inc.

Sincerely,



Jack L. Blair
President and Chief Executive Officer

THE SHARES OF COMMON  STOCK  BEING  OFFERED  IN THIS  OFFERING  ARE NOT  SAVINGS
ACCOUNTS  OR  DEPOSITS  AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION  INSURANCE FUND
OR ANY OTHER GOVERNMENT  AGENCY.  THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.


<PAGE>


November xx, 2000


Dear Prospective Investor:

We are pleased to announce that Lawrence Federal Savings Bank is converting from
the mutual to the stock form of organization. In connection with the conversion,
Lawrence Financial Holdings, Inc., the newly-formed holding company for Lawrence
Federal, is offering common shares in a subscription offering pursuant to a Plan
of Conversion.

We have  enclosed the following  materials  which will help you learn more about
the merits of Lawrence Financial common shares as an investment. Please read and
review the materials carefully.

         PROSPECTUS:  This document provides detailed information about Lawrence
         Federal's operations and the proposed stock offering.

         STOCK  ORDER AND  CERTIFICATION  FORM:  This  form is used to  purchase
         common  shares  by  returning  it with  your  payment  in the  enclosed
         business  reply  envelope.  The deadline for ordering  common shares is
         12:00 Noon, Eastern time, on December xx, 2000.

We invite  our loyal  customers  and  members  of the  general  public to become
shareholders  of  Lawrence  Financial.   Through  this  offering  you  have  the
opportunity to buy common shares directly from Lawrence Financial without paying
a commission  or fee. The board of directors  and senior  management of Lawrence
Federal fully support the offering.

If you have additional questions regarding the offering, please call us at (740)
xxx-xxxx, Monday through Friday, or stop by our Stock Information Center located
at 311 South Fifth Street, Ironton, Ohio.


Sincerely,



Jack L. Blair
President and Chief Executive Officer


THE SHARES OF COMMON  STOCK  BEING  OFFERED  IN THIS  OFFERING  ARE NOT  SAVINGS
ACCOUNTS  OR  DEPOSITS  AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION  INSURANCE FUND
OR ANY OTHER GOVERNMENT  AGENCY.  THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.



<PAGE>



        [GRAPHIC OMITTED] [LETTERHEAD OF KEEFE, BRUYETTE & WOODS, INC.]



To Members and Friends of
Lawrence Federal Savings Bank
--------------------------------------------------------------------------------

Keefe, Bruyette & Woods, Inc. a member of the National Association of Securities
Dealers, Inc. ("NASD"), is assisting Lawrence Federal Savings Bank in converting
from the  mutual to the stock  form of  organization  which  will then  become a
wholly-owned  subsidiary of a new holding company,  Lawrence Financial Holdings,
Inc. In connection with the conversion, Lawrence Financial is offering shares of
its common stock in a subscription offering pursuant to a Plan of Conversion.

At the request of Lawrence Financial, we are enclosing materials explaining this
process  and your  options,  including  an  opportunity  to  invest in shares of
Lawrence  Financial  common stock being offered to customers of Lawrence Federal
until 12:00 Noon,  Eastern time, on December XX, 2000. Please read carefully the
enclosed offering materials, including the prospectus, for a complete discussion
of the  stock  offering.  Lawrence  Financial  has  asked  us to  forward  these
documents to you in view of certain  requirements of the securities laws in your
state.

If you have any questions,  please visit our Stock Information Center located at
311  South  Fifth  Street,  Ironton,  Ohio,  or  feel  free to  call  the  Stock
Information Center at (740) XXX-XXXX.



Very truly yours,



Keefe, Bruyette & Woods, Inc.




THE SHARES OF COMMON  STOCK  BEING  OFFERED  IN THIS  OFFERING  ARE NOT  SAVINGS
ACCOUNTS  OR  DEPOSITS  AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION  INSURANCE FUND
OR ANY OTHER GOVERNMENT  AGENCY.  THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.

<PAGE>


                                   PROXY GRAM

                             PLEASE VOTE TODAY ...

We  recently  sent you a proxy  statement  and  related  materials  regarding  a
proposal to convert  Lawrence Federal Savings Bank from a MUTUAL TO A STOCK FORM
OF ORGANIZATION.

         Your vote on the Plan of Conversion has not yet been received.

 Voting for the Conversion does not obligate you to purchase stock and will not
                    affect your accounts or FDIC Insurance.


     Failure to Vote has the Same Effect as Voting Against the Conversion.

The Board of Directors unanimously recommends a vote "FOR" the Conversion.


                         YOUR VOTE IS IMPORTANT TO US!

Please sign the enclosed proxy card and return it in the  postage-paid  envelope
provided TODAY! If you received more than one proxy card, please be sure to sign
and return all cards you received.


Thank you,


Jack L. Blair
President and Chief Executive Officer
Lawrence Federal Savings Bank
Ironton, OH

   If you have already mailed your proxy card(s), please accept our thanks and
       disregard this notice. For further information call (740) xxx-xxxx.

THE SHARES OF COMMON  STOCK  BEING  OFFERED  IN THIS  OFFERING  ARE NOT  SAVINGS
ACCOUNTS  OR  DEPOSITS  AND ARE NOT  INSURED BY THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE BANK INSURANCE FUND OR THE SAVINGS ASSOCIATION  INSURANCE FUND
OR ANY OTHER GOVERNMENT  AGENCY.  THIS IS NOT AN OFFER TO SELL OR A SOLICITATION
OF ANY OFFER TO BUY SHARES. THE OFFER IS MADE ONLY BY THE PROSPECTUS.




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