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
