AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger

You are currently viewing:

This Agreement and Plan of Merger involves

OAK HILL FINANCIAL, INC., | LAWRENCE FINANCIAL HOLDINGS, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: AGREEMENT AND PLAN OF MERGER
Governing Law: Ohio Date: 10/15/2004

AGREEMENT AND PLAN OF MERGER, Parties: oak hill financial inc. , lawrence financial holdings inc

<PAGE> 1

EXHIBIT 2.1

As Executed

AGREEMENT AND PLAN OF MERGER

----------------------------

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of

October 12, 2004, by and between OAK HILL FINANCIAL, INC., an Ohio corporation

("Oak Hill Financial"), and LAWRENCE FINANCIAL HOLDINGS, INC., a Maryland

corporation ("Lawrence Financial").

RECITALS

--------

A. Oak Hill Financial is a registered bank holding company under

the Bank Holding Company Act of 1956, as amended. Oak Hill Banks, an

Ohio-chartered commercial bank ("Oak Hill Banks"), is a wholly owned subsidiary

of Oak Hill Financial. Oak Hill Financial is a corporation organized and

existing under the laws of Ohio and is authorized to issue 15,000,000 shares of

common stock, without par value ("Oak Hill Common"), of which 5,544,514 shares

were issued and outstanding as of the date hereof, and (ii) 1,500,000 voting

shares of preferred stock, without par value, and 1,500,000 non-voting shares of

preferred stock, without par value, of which there are no shares issued and

outstanding as of the date hereof.

B. Lawrence Financial is a registered savings and loan holding

company under the Home Owners' Loan Act, as amended. Lawrence Federal Savings

Bank ("Lawrence Federal") and Lawrence Financial Services Corp., are wholly

owned subsidiaries of Lawrence Financial. Lawrence Financial is a corporation

organized and existing under the laws of Maryland and is authorized to issue

4,000,000 shares of common stock with a par value of one cent ($.01) per share

("Lawrence Financial Common"), of which 650,110 shares were issued and

outstanding as of the date hereof and 1,000,000 shares of preferred stock with a

par value of one cent ($.01), of which there are no shares issued and

outstanding as of the date hereof.

C. The respective Boards of Directors of Oak Hill Financial and

Lawrence Financial have approved the merger of Lawrence Financial with and into

Oak Hill Financial (the "Merger") substantially on the terms and conditions

contained in this Agreement.

D. Immediately following the consummation of the Merger, it is

anticipated Oak Hill Banks will merge with and into Lawrence Federal under the

terms of the Agreement and Plan of Merger by and between Oak Hill Banks and

Lawrence Federal (or its successor as an Ohio state-charted banking

organization), attached hereto as Exhibit A.

E. The parties intend that the Merger shall qualify as a

reorganization under the revisions of Section 368(a) of the Code and the parties

intend, by executing this Agreement, to adopt a plan of reorganization within

the meaning of Treasury Regulation Section 1.368-2(g).

AGREEMENT

---------

In consideration of the foregoing and of the mutual promises contained

herein, the parties agree as follows:

SECTION 1. DEFINITIONS

-----------

1.01 Definitions Contained Elsewhere in this Agreement. For the

-----------------------------------------------------

purposes of this Agreement, the following terms shall have the meanings assigned

to them in the preamble and Recitals of this Agreement:

(a) this "Agreement";

(b) "Lawrence Financial";

(d) "Oak Hill Banks";

<PAGE> 2

As Executed

(e) "Oak Hill Financial";

(f) the "Merger"; and

(g) "Oak Hill Common"

1.02 Other Definitions. For the purposes of this Agreement, certain

------------------

other terms shall be defined as follows:

(a) the "1933 Act" means the Securities Act of 1933, as amended;

(b) the "1934 Act" means the Securities Exchange Act of 1934, as

amended;

or an offer or proposal made by or on behalf of, any other corporation, firm,

association, person, or other entity relating to (i) the possible acquisition of

more than 25 percent of the shares of the capital stock of Lawrence Financial,

including, but not limited to, an exchange or tender offer therefor, (ii) the

possible acquisition of a majority of the assets of Lawrence Financial, (iii) a

merger or consolidation involving Lawrence Financial, other than a transaction

in which Lawrence Financial will be the owner of all of the stock of the

surviving corporation following the transaction, or (iv) a merger or

consolidation involving Lawrence Financial, other than a transaction in which

Lawrence Financial will be the surviving corporation and the current

stockholders of Lawrence Financial will be the owners of a majority of the stock

of the surviving corporation following the transaction;

(d) an "Affiliate" of a party means a director, officer,

employee, agent, or adviser of such party;

(e) the "Audited Financial Statements" mean the consolidated,

audited financial statements of Lawrence Financial, consisting of balance sheets

as of December 31, 2003, and statements of income, cash flows, and changes in

stockholders' equity for the fiscal years ended December 31, 2003, with the

report thereon of Crowe Chizek and Company LLC, a registered public accounting

firm. If a set of consolidated, audited financial statements of Lawrence Federal

for a fiscal period ended as of a date after December 31, 2003, are subsequently

audited by any registered public accounting firm, such later statements shall be

the statements to which reference is made;

(f) "Average Closing Price" shall mean the average of the last

sales prices of Oak Hill Common during the primary trading session of the Nasdaq

National Market System (as reported in a mutually agreed upon authoritative

source) for the twenty most recent full trading days in which such shares are

traded on the Nasdaq National Market System ending at the closing of trading on

the date four business days prior to the Closing Date.

(g) "BIF" means the Bank Insurance Fund of the FDIC;

(h) "CERCLA" means the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended;

(i) the "Code" means the Internal Revenue Code of 1986, as

amended;

(j) "Confidential Information" of or relating to a party means

any and all information received from or on behalf of such party or their

Affiliates concerning the Merger, the terms of this Agreement, or the assets,

business, operations, or financial condition of such party or their Affiliates,

unless and to the extent that any such information is in the public domain;

(k) "CRA" means the Community Reinvestment Act of 1977, as

amended;

(l) the "Division of Financial Institutions" means the

Division of Financial Institutions, Ohio Department of Commerce;

<PAGE> 3

As Executed

(m) "Employee Benefit Plans" means any and all "employee

benefit plans" or "welfare benefit plans" as defined in ERISA;

(n) "Environmental Law" means CERCLA, the Resource

Conservation and Recovery Act, the Hazardous Materials Transportation Act, the

Toxic Substances Control Act, the Federal Water Pollution Control Act, the Clean

Water Act, the Clean Air Act, regulations promulgated thereunder, and any other

federal, state, county, municipal, local, foreign, provincial, or other statute

law, ordinance, or regulation which may relate to or deal with human health or

the environment, all as may be amended from time to time.

(o) "ERISA" means the Employee Retirement Income Security Act

of 1974, as amended;

(p) "Exempt Lawrence Financial Employees" means Mr. Jack L.

Blair and Mr. RobRoy Walters;

(q) "FDIC" means the Federal Deposit Insurance Corporation;

(r) the "Federal Reserve Board" means the Board of Governors

of the Federal Reserve System, or its delegate;

(s) "Hazardous Substances" means (i) any "hazardous substance"

as defined in Section 101(14) of CERCLA or regulations promulgated thereunder;

(ii) any "solid waste," "hazardous waste," or "infectious waste," as such terms

are defined in any other Environmental Law; (iii) asbestos, urea-formaldehyde,

polychlorinated biphenyls (PCBs), nuclear fuel or material, chemical waste,

radioactive material, explosives, known carcinogens, petroleum products and

by-products, and other dangerous, toxic, or hazardous pollutants, contaminants,

chemicals, materials, or substances listed or identified in, or regulated by,

any Environmental Law; and (iv) any other substances or materials which are

classified or considered to be hazardous or toxic under any Environmental Law;

(t) "Knowledge" as used herein shall mean those facts that are

actually known or should reasonably have been known after due inquiry by the

President, or any Senior or Executive Vice President of any party hereto;

(u) the "Lawrence Financial Disclosure Memorandum" means a

certain Disclosure Memorandum, dated October 8, 2004, which has been previously

delivered by Lawrence Financial to Oak Hill Financial, as the same has been

amended and supplemented through the date of this Agreement, and as the same may

subsequently be amended or supplemented prior to the Effective Date;

(v) "Material Adverse Effect" means a material adverse change

in the consolidated results of operations, financial condition, properties, or

business of Lawrence Financial or Oak Hill Financial, as the case may be, other

than any such change attributable to or resulting from (i) changes in law,

regulation, or generally accepted accounting principles of general application

to the banking or thrift industries, (ii) changes in economic conditions that

affect the banking and thrift industries generally, including changes in the

general level of interest rates, (iii) any matter or matters relating to

Lawrence Financial or Oak Hill Financial which have been disclosed in the

Lawrence Financial Disclosure Memorandum or the Oak Hill Financial Disclosure

Memorandum as of the date of this Agreement, (iv) actions and omissions of Oak

Hill Financial or Lawrence Financial taken with the prior written consent of the

other in contemplation of the transactions contemplated hereby or (v) direct

effects of compliance with this Agreement on the operating performance of the

parties, including expenses incurred by the parties in consummating the

transactions contemplated by this Agreement.

(w) the "Oak Hill Disclosure Memorandum" means a certain

Disclosure Memorandum, dated October 11, 2004, which has been previously

delivered by Oak Hill Financial to Lawrence Financial, as the same has been

amended and supplemented through the date of this Agreement, and as the same may

subsequently be amended or supplemented prior to the Effective Date;

(x) "Oak Hill Financial Rights" means rights to purchase

shares of Oak Hill Common and Oak Hill Financial preferred stock under the Oak

Hill Rights Agreement.

<PAGE> 4

As Executed

(y) "Oak Hill Financial Rights Agreement" means the Rights

Agreement, dated as of January 23, 1998, as amended as of December 26, 2000,

between Oak Hill Financial and Registrar and Transfer Company, as Rights Agent.

(z) a "Principal Shareholder" or a "Principal Stockholder" of

a party means a person who owns five percent or more of the outstanding shares

of any class of the capital stock of such party;

(aa) "Proxy Statement" means the proxy statement used by

Lawrence Financial to solicit the approval of its shareholders of the

transactions contemplated by the Agreement, which shall include the prospectus

of Oak Hill Financial relating to the issuance of shares of Oak Hill Common to

certain holders of Lawrence Financial Common.

(bb) the "Real Property" means any and all real property owned

or leased by Lawrence Financial or Oak Hill Banks, as appropriate, as of the

date of this Agreement or acquired at any time after the date of this Agreement

and prior to the Effective Time, together with any and all improvements thereon;

(cc) the "Registration Statement" means the Registration

Statement on Form S-4, or other appropriate forms, filed or to be filed by Oak

Hill Financial with the SEC under the provisions of the 1933 Act for the purpose

of registering the shares of Oak Hill Common to be issued by Oak Hill Financial

pursuant to the terms of this Agreement, including, but not limited to, the

prospectus and Proxy Statement to be included therein as a part thereof;

(dd) "SAIF" means the Savings Association Insurance Fund;

(ee) the "SEC" means the Securities and Exchange Commission;

(ff) the term "Tax" or "Taxes" means (i) all federal, state,

local, and foreign income, excise, gross receipts, gross income, AD VALOREM,

profits, gains, property, use, capital, sales, transfer, use, payroll,

employment, severance, occupancy, withholding, duties, intangibles, franchise,

backup withholding, and other taxes, charges, duties, levies or like assessments

together with all penalties and additions to tax and interest thereon and (ii)

any liability for Taxes described in clause (i) under Treasury Regulation

Section 1.1502-6 (or any similar provision of state, local or foreign law and

liability for any taxes as a result of being a party to any tax sharing or

obligations to indemnify any party);

(gg) "Tax Returns" means all federal, state, local and foreign

Tax returns, reports, estimates, declarations, schedules, information returns,

reports and forms, and any amendments to any of the foregoing relating to Taxes,

required to be filed with any governmental authority; and

(hh) an "Unsolicited Acquisition Proposal" means a written

Acquisition Proposal that is received by Lawrence Financial or made public by or

on behalf of the proponent of such Acquisition Proposal without any solicitation

of such proposal by any director, officer, employee, agent, or other person

acting on behalf of Lawrence Financial.

SECTION 2. AGREEMENT AND PLAN OF MERGER

----------------------------

2.01. Merger Transaction. Subject to the terms and conditions hereof,

------------------

Lawrence Financial shall be merged with and into Oak Hill Financial (the

"Merger") at the "Effective Time" (as such term is defined in Section 2.02

hereof). Oak Hill Financial shall be the surviving corporation following the

consummation of the Merger (the "Surviving Corporation"), which shall continue

its corporate existence under the laws of Ohio. Lawrence Financial and Oak Hill

Financial are hereinafter sometimes referred to as the "Constituent

Corporations." At the Effective Time and following the Merger the separate

existence and corporate organization of Lawrence Financial shall cease.

2.02 Effective Time; Effective Date. The Merger shall be effective

-------------------------------

at 11:59 p.m., local Ohio time (the "Effective Time"), on (i) the day on which

this Agreement and the related Certificate of Merger have been filed in

accordance with the requirements of the laws of Ohio, or (ii) such later date as

may be specified in such Certificate of Merger (the "Effective Date").

<PAGE> 5

As Executed

2.03. Name. The name of the Surviving Corporation shall be "Oak Hill

----

Financial, Inc."

2.04. Charter. The Articles of Incorporation of Oak Hill Financial in

-------

effect at the Effective Time shall be the articles of incorporation of the

Surviving Corporation, until amended in accordance with law.

2.05. Directors. The directors of the Surviving Corporation shall be

---------

R. Eugene Coffman, Jr.; 250 Summerhill, Chillicothe, Ohio 45601; Evan E. Davis,

1114 Moriah Road, Oak Hill, Ohio 45656; Barry M. Dorsey, 505 W. College Avenue,

Rio Grande, Ohio 45674; John D. Kidd, 2500 Five Points Road, Jackson, Ohio

45640; D. Bruce Knox, 450 N. Boundary Avenue, McArthur, Ohio 45651; Candice D.

Peace, 7430 Amy Beth Court, West Chester, Ohio 45069; Donald R. Seigneur, 46

Fruit Hill Drive, Chillicothe, Ohio 45601; William S. Siders, 10149 Sleepy Ridge

Dr., Loveland, Ohio 45140; H. Grant Stephenson, 5363 Godown Road, Columbus, Ohio

43235; Neil S. Strawser, 10721 Weatherstone Ct., Loveland, Ohio 45140; and

Donald P. Wood, 900 East State Street, Athens, Ohio 45701, to serve until their

successors are duly elected and qualified in accordance with the Code of

Regulations of the Surviving Corporation and the laws of Ohio.

2.06. Regulations. The Code of Regulations of Oak Hill Financial in

-----------

effect at the Effective Time shall be the regulations of the Surviving

Corporation, until amended in accordance with law.

2.07. Statutory Agent. The name and address of the agent upon whom any

---------------

process, notice, or demand against any Constituent Corporation or the Surviving

Corporation may be served is H. Grant Stephenson, 41 South High Street, Suite

3100, Columbus, Ohio 43215.

2.08. Treatment of Shares.

-------------------

(a) All shares of Oak Hill Common that are issued and

outstanding immediately prior to the Effective Time shall continue to be issued

and outstanding shares of Oak Hill Common at and after the Effective Time and

shall not be affected by the Merger.

(b) Subject to the provisions of Section 2.11 hereof, by

virtue of the Merger, automatically and without any action on the part of the

holder thereof, each share of Lawrence Financial Common issued and outstanding

at the Effective Time (other than treasury shares, if any, which shall be

cancelled, and any shares as to which statutory dissenters' rights are properly

sought, which shall be treated as provided in subparagraph (c) of this Section

2.08) shall become and be converted into, at the election of the holder as

provided in and subject to the limitations set forth in this Agreement, either

(i) the right to receive $23.75 in cash without interest (the "Cash

Consideration"), or (ii) the number of shares (the "Exchange Ratio") of Oak Hill

Common equal to $23.75 divided by the Average Closing Price rounded to the

nearest ten-thousandth (the "Stock Consideration"). The Cash Consideration and

the Stock Consideration are sometimes referred to herein collectively as the

"Consideration."

If, between the date of this Agreement and the Effective Time,

the outstanding shares of Oak Hill Common shall have been changed into a

different number of shares or into a different class by reason of any stock

dividend, subdivision, reclassification, recapitalization, split, combination or

exchange of shares, the Exchange Ratio shall be adjusted appropriately to

provide the holders of Lawrence Financial Common the same economic effect as

contemplated by this Agreement prior to such event.

by a person who has demanded and perfected a right to relief as a dissenting

stockholder under Section 3-202 of the Maryland General Corporation Law (the

"Dissenters' Rights Law") and who has not effectively withdrawn or lost such

right ("Dissenting Shares") shall not be converted into or represent a right to

receive the Consideration pursuant to subsection 2.08(b) hereof, but the holder

thereof shall be entitled only to such rights as are granted by the Dissenters'

Rights Law. Each holder of Dissenting Shares who becomes entitled to relief as a

dissenting stockholder under the Dissenters' Rights Law with respect to such

holder's shares of Lawrence Financial Common shall receive payment therefor from

Oak Hill Financial in accordance with the provisions of the Dissenters' Rights

Law. If any holder of Lawrence Financial Common who demands relief as a

dissenting stockholder under the Dissenters' Rights Law with respect to such

holder's shares of Lawrence Financial

<PAGE> 6

As Executed

Common shall effectively withdraw or lose (through failure to perfect or

otherwise), the right to such relief, each share of Lawrence Financial Common

held by such holder shall automatically be converted into the right to receive

the Consideration.

(d) No Lawrence Financial stock options shall be assumed by

Oak Hill Financial. At the Effective Time, each option to acquire shares of

Lawrence Financial Common (a "Lawrence Financial Option") granted pursuant to

Lawrence Financial's 2001 Stock-Based Incentive Plan (the "Lawrence Financial

Option Plan") that is then outstanding and unexercised, whether or not then

vested, shall be canceled, and in lieu thereof the holders of such options shall

be paid in cash an amount equal to the product of (i) the number of shares of

Lawrence Financial Common subject to such option at the Effective Time and (ii)

the amount by which the Cash Consideration exceeds the exercise price per share

of such option, net of any cash which must be withheld under federal and state

income and employment tax requirements. In the event that the exercise price of

a Lawrence Financial Option is greater than the Cash Consideration, then at the

Effective Time such Lawrence Financial Option shall be canceled without any

payment made in exchange therefor. At the Effective Time the Lawrence Financial

Option Plan shall be deemed terminated. From the date of execution of this

Agreement, Lawrence Financial will use its best efforts to not permit the

exercise of Lawrence Financial Options in transactions other than transactions

to which Oak Hill Financial has consented.

(e) At the Effective Time, each share of restricted stock

outstanding as of the Effective Time and issued pursuant to Lawrence Financial's

2001 Stock-Based Incentive Plan, to the extent not already vested, shall vest

and shall represent a right to receive the same rights provided to other holders

of Lawrence Financial Common pursuant to subparagraph (b) of this Section 2.08.

2.09. Effect of the Merger.

--------------------

(a) At the Effective Time, the effect of the Merger shall be

as provided by the applicable provisions of the laws of Ohio. Without limiting

the generality of the foregoing, and subject thereto, at the Effective Time, the

separate existence of Lawrence Financial shall cease and all assets and property

(real, personal, and mixed, tangible and intangible, choses in action, rights,

and credits) then owned by each Constituent Corporation, or which would inure to

either of them, shall immediately, by operation of law and without any

conveyance, transfer, or further action, become the assets and property of the

Surviving Corporation. All rights and obligations of the Constituent

Corporations shall remain unimpaired and the Surviving Corporation shall succeed

to all such rights and obligations.

(b) From time to time, as and when requested by the Surviving

Corporation or by its successors, the officers and directors of Lawrence

Financial in office at the Effective Time shall execute and deliver such

instruments and shall take or cause to be taken such further or other action as

shall be necessary in order to vest or perfect in the Surviving Corporation, or

to confirm of record or otherwise, title to, and possession of, all the assets,

property, interests, rights, privileges, immunities, powers, franchises, and

authority of Lawrence Financial and otherwise to carry out the purposes of this

Agreement.

2.10. Offices. The principal executive offices of the Surviving

-------

Corporation shall be located at 14621 State Route 93, Jackson, Ohio 45640.

2.11 Election Procedures. Oak Hill Financial will cause to be sent to

-------------------

all record holders of Lawrence Financial Common as of a record date fixed for

such purpose by Lawrence Financial, with the concurrence of Oak Hill Financial,

not later than 30 days prior to the expected Closing Date, and Oak Hill

Financial will use its best efforts to cause to be sent to each holder of

Lawrence Financial Common who first becomes a holder after such date, an

election form in such form as Oak Hill Financial and Lawrence Financial shall

mutually agree (the "Election Form") and other appropriate materials to effect

the surrender of certificates representing shares of Lawrence Financial Common

in exchange for either cash or stock as provided herein. The Election Form will

allow each such holder (i) to elect to receive the Stock Consideration with

respect to all of such holder's shares of Lawrence Financial Common, (ii) to

elect to receive the Cash Consideration with respect to all of such holder's

shares of Lawrence Financial Common, (iii) to elect to receive the Cash

Consideration with respect to some of such holder's shares of Lawrence Financial

Common and the Stock Consideration with respect to such holder's remaining

shares of Lawrence Financial Common or (iv) to indicate no election (the

"No-Election Shares"). Shares of Lawrence Financial Common as to which an

election to receive the Stock Consideration has been made, including pursuant to

a mixed election, are referred to herein as "Stock Election Shares." Shares of

Lawrence Financial Common as to which an election to receive the Cash

<PAGE> 7

As Executed

Consideration has been made, including pursuant to a mixed election, are

referred to herein as "Cash Election Shares." As of the Election Deadline, as

defined below, any shares of Lawrence Financial Common with respect to which the

holder thereof shall not have made such election by submission to Registrar and

Transfer Co., as Exchange Agent (the "Exchange Agent"), of an effective,

properly completed Election Form shall be deemed to be No-Election Shares.

Any election to receive the Stock Consideration or the Cash

Consideration shall have been properly made only if the Exchange Agent shall

have received by 5:00 p.m., New Jersey time, three business days prior to the

Closing Date (or such other time as Oak Hill Financial and Lawrence Financial

may mutually agree) (the "Election Deadline"), a properly completed Election

Form. An Election Form will be properly completed only if accompanied by

certificates representing all shares of Lawrence Financial covered thereby (or

customary affidavits and, if required by Oak Hill Financial, indemnification

regarding the loss or destruction of such certificates or the guaranteed

delivery of such certificates) together with all other documents required by the

Election Form with respect to such shares. Any Election Form may be revoked or

changed by the person submitting such Election Form to the Exchange Agent by

written notice to the Exchange Agent if, but only if, such notice is received by

the Exchange Agent at or prior to the Election Deadline. All elections shall

automatically be revoked if the Merger is abandoned for any reason, whereupon

all certificates for shares of Lawrence Financial Common to which each such

election relates shall be promptly returned to the holder submitting the same to

the Exchange Agent. The Exchange Agent shall have reasonable discretion to

determine when any election, modification or revocation is received and whether

any such election, modification or revocation has been properly made, consistent

with the duty of the Exchange Agent to give effect to such elections,

modifications or revocations to the extent possible.

For the purpose of this Section 2.11, the number of shares of Lawrence

Financial held of record by each holder of Lawrence Financial immediately prior

to the Effective Time shall be determined with reference to a complete list of

the holders of Lawrence Financial prepared and certified as correctly reflecting

its stock records by Lawrence Financial as of the Election Deadline (the "Stock

List"). Each entry on the Stock List shall be presumed to represent a different

holder of Lawrence Financial unless it appears from the face of the Stock List

that several entries are only variations in the spelling or presentation of the

same name or names. Any questions concerning the Stock List shall be determined

by the Exchange Agent, the decision of which shall be final and binding on all

parties involved.

Holders of record of shares of Lawrence Financial Common who hold such

shares as nominees, trustees or in other representative capacities (a

"Representative") may submit multiple Election Forms, provided that such

Representative certifies that each such Election Form covers all of the shares

of Lawrence Financial Common held by that Representative for a particular

beneficial owner.

Oak Hill Financial may establish such other rules and procedures

relating to the elections herein provided, not inconsistent with the terms of

this Agreement, as may be necessary to facilitate the prompt and orderly receipt

and processing of elections and the prompt distribution of the Stock

Consideration and the Cash Consideration to which the former holders of Lawrence

Financial become entitled by virtue of this Agreement, including procedures

governing the issuance and delivery of certificates of Oak Hill Common into

which shares of Lawrence Financial Common are converted in the Merger and the

payment for Lawrence Financial Common converted into the right to receive the

Cash Consideration in the Merger, provided that no such rule or procedure shall

have the effect of impairing the continuity of proprietary interest needed to

qualify the Merger as a tax-free reorganization under the Code.

No transfer taxes shall be payable by any shareholder of Lawrence

Financial with respect to the issuance of certificates for Oak Hill Common and

no expenses shall be imposed on any shareholder of Lawrence Financial in

connection with the conversion of shares of Lawrence Financial Common into cash

or shares of Oak Hill Common and the delivery of such cash or shares to the

former holder of Lawrence Financial Common entitled thereto, except that (i) if

any certificate of Oak Hill Common is to be issued in a name other than that in

which a certificate or certificates for shares of Lawrence Financial surrendered

shall have been registered, it shall be a condition to such issuance that the

person requesting such issuance shall pay to Oak Hill Financial any transfer

taxes payable by reason thereof or of any prior transfer of such surrendered

certificate or certificates or establish to the satisfaction of Oak Hill

Financial that such

<PAGE> 8

As Executed

taxes have been paid or are not payable, and (ii) nothing herein shall relieve a

shareholder of Lawrence Financial Common of any expenses associated with

surrendering such holder's certificates of Lawrence Financial Common to the

Exchange Agent.

2.12. Allocation of Shares and Cash. The parties hereto intend for the

-----------------------------

Merger to qualify as a reorganization within the meaning of Sections 368(a) and

related sections of the Code.

As soon as practicable but in any event within three business days

after the Election Deadline, the Exchange Agent shall effectuate the allocation

among holders of Lawrence Financial Common of rights to receive the Stock

Consideration and the Cash Consideration as follows:

(a) If the number of Stock Election Shares is less than

325,055 (the amount by which 325,055 exceeds the number of Stock Election Shares

being referred to herein as the "Shortfall Number"), then

(i) all Stock Election Shares will be converted

into the right to receive the Stock Consideration,

(ii) if the Shortfall Number is less than or equal

to the number of No-Election Shares, then all Cash Election Shares

shall be converted into the right to receive the Cash Consideration and

each holder of No-Election Shares shall receive (A) the number of

shares of Oak Hill Common equal to the product obtained by multiplying

(1) the number of No-Election shares held by such holder by (2) the

Exchange Ratio by (3) a fraction the numerator of which is the

Shortfall Number and the denominator of which is the total number of

No-Election Shares (the "No-Election Proration Factor") and (B) cash in

an amount equal to the product obtained by multiplying (1) the number

of No-Election Shares held by such holder by (2) the Cash Consideration

by (3) one minus the No-Election Proration Factor, and

(iii) if the Shortfall Number exceeds the number of

No-Election Shares, then all No-Election Shares shall be converted into

the right to receive the Stock Consideration, and each holder of Cash

Election Shares shall receive (1) the number of shares of Oak Hill

Common equal to the product obtained by multiplying (x) the number of

Cash Election Shares held by such holder by (y) the Exchange Ratio by

(z) a fraction the numerator of which is the amount by which the

Shortfall Number exceeds the number of No-Election Shares and the

denominator of which is the total number of Cash Election Shares (the

"Cash Proration Factor") and (B) cash in an amount equal to the product

obtained by multiplying (x) the number of Cash Election Shares held by

such holder by (y) the Cash Consideration by (z) one minus the Cash

Proration Factor.

(b) If the number of Stock Election Shares is greater than

338,057, then

(i) all Cash Election Shares will be converted into

the right to receive the Cash Consideration,

(ii) all No-Election Shares will be converted into

the right to receive the Cash Consideration, and

(iii) each holder of Stock Election Shares will be

entitled to receive (A) the number of shares of Oak Hill Common equal

to the product obtained by multiplying (1) the number of Stock Election

Shares held by such holder by (2) the Exchange Ratio by (3) a fraction,

the numerator of which is 338,057 and the denominator of which is the

number of Stock Election Shares (the "Stock Proration Factor") and (B)

cash in an amount equal to the product obtained by multiplying (1) the

number of Stock Election Shares held by such holder by (2) the Cash

Consideration by (3) one minus the Stock Proration Factor.

greater than 325,055 and less than or equal to 338,057, then

<PAGE> 9

As Executed

(i) all Stock Election Shares will be converted

into the right to receive the Stock Consideration,

(ii) all Cash Election Shares will be converted into

the right to receive the Cash Consideration, and

(iii) all No-Election Shares will be converted into

the right to receive the Cash Consideration.

For purposes of the foregoing calculations, Dissenters' Shares shall be

deemed to be Cash Election Shares.

2.13. Distribution Procedures.

-----------------------

(a) As soon as practicable after the Effective Time and the

completion of the allocation procedure described above, Oak Hill Financial shall

cause the Exchange Agent to distribute the Stock Consideration and the Cash

Consideration as provided herein (the "Distribution Date"). Not later than the

Distribution Date, Oak Hill Financial will deliver to the Exchange Agent the

number of shares of Oak Hill Common issuable and the aggregate Cash

Consideration payable in the Merger in order for the Exchange Agent to make such

distribution.

(b) Appropriate transmittal materials ("Letter of

Transmittal") in a form satisfactory to Oak Hill Financial and Lawrence

Financial shall be mailed as soon as practicable after the Effective Time to

each holder of record of Lawrence Financial Common as of the Effective Time who

did not previously submit a completed Election Form. A Letter of Transmittal

will be deemed properly completed only if accompanied by certificates

representing all shares of Lawrence Financial Common to be exchanged thereby.

the Exchange Agent, shall be obligated to deliver certificates for Oak Hill

Common or cash to a former shareholder of Lawrence Financial until the later of

the Distribution Date or the date on which such former shareholder surrenders

his certificate or certificates representing shares of Lawrence Financial or, in

default thereof, an appropriate affidavit of loss and indemnity agreement and

bond as may be required by Oak Hill Financial. Until so surrendered, each

outstanding certificate representing shares of Lawrence Financial which have

been converted into shares of Oak Hill Common shall be deemed for all corporate

purposes (except the payment of dividends or other distributions) to evidence

ownership of the number of whole shares of Oak Hill Common into which the shares

of Lawrence Financial represented thereby shall have been converted. Adoption of

this Agreement by the shareholders of Lawrence Financial shall constitute

ratification of the appointment of such Exchange Agent.

(d) No dividends or other distributions payable to holders of

record of Oak Hill Common after the Effective Date shall be paid to a holder of

Lawrence Financial whose shares have been converted into Oak Hill Common until

the latter of the Distribution Date or the date such holder surrenders his

certificates formerly representing shares of Lawrence Financial. Promptly upon

surrender of such outstanding certificates there shall be paid to the holder of

the certificates for Oak Hill Common issued in exchange therefor the amount of

dividends and other distributions, if any, which theretofore became payable with

respect to such full shares of Oak Hill Common, but which have not theretofore

been paid on such stock. No interest shall be payable with respect to the

payment of any dividends or other distributions. All such dividends or other

distributions (including cash payable in lieu of any fractional share of Oak

Hill Common) unclaimed at the end of one year from the Effective Date shall be

repaid by the Exchange Agent to Oak Hill Financial, and thereafter the holders

of such outstanding certificates for Lawrence Financial shall look, subject to

applicable escheat, unclaimed funds and other laws, as general creditors only to

Oak Hill Financial for payment thereof.

(e) The stock transfer books of Lawrence Financial shall be

closed immediately upon the Effective Time.

<PAGE> 10

As Executed

(f) Oak Hill Financial is empowered to adopt additional

reasonable rules and regulations with respect to the matters referred to in this

Section 2.13 not inconsistent with the provisions of this Agreement.

2.14. Fractional Shares. No fractional shares of Oak Hill Common shall

-----------------

be issued. Each former holder of Lawrence Financial who would otherwise be

entitled to receive a fractional share of Oak Hill Common shall receive from the

Exchange Agent cash in an amount equal to the product resulting from multiplying

such fraction by $23.75. Such payment with respect to fractional shares is

intended to avoid the expense and inconvenience of issuing fractional shares and

to provide a mechanical rounding off of shares, and is not a separately

bargained for consideration. On the Effective Date, Oak Hill Financial shall

deliver cash sufficient to permit the payment in respect of such fractional

shares to the Exchange Agent for distribution in accordance with this Section

2.14. No interest shall be payable with respect to such cash payment.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF LAWRENCE FINANCIAL

----------------------------------------------------

Lawrence Financial represents and warrants to Oak Hill Financial that,

except as set forth in the Lawrence Financial Disclosure Memorandum:

3.01 Organization and Authority. Lawrence Financial is a corporation

--------------------------

duly organized, validly existing, and in good standing under the laws of

Maryland, is registered with the Office of Thrift Supervision as a savings and

loan holding company, is duly qualified to do business and is in good standing

in all jurisdictions where its ownership or leasing of property or the conduct

of its business requires it to be so qualified, and has the corporate power and

authority to own its properties and assets, to carry on its business as it is

presently being conducted, and, subject to the approval of its stockholders, and

to the filing of all requisite regulatory applications and notices and the

receipt of all requisite regulatory approvals, to enter into and carry out its

obligations under this Agreement.

3.02 Capitalization. The authorized capital stock of Lawrence

--------------

Financial consists of 4,000,000 shares of Lawrence Financial Common, of which

650,110 shares were issued and outstanding as of the date of this Agreement, and

1,000,000 shares of preferred stock with a par value of one cent ($.01), of

which there are no shares issued and outstanding as of the date of this

Agreement. All of the outstanding shares of Lawrence Financial Common are duly

authorized, validly issued, fully paid and nonassessable. Other than Lawrence

Financial Options to acquire 58,187 shares of Lawrence Financial Common, there

are no existing options, warrants, or commitments of any kind which might

require the issuance by Lawrence Financial of any additional shares of Lawrence

Financial Common or other equity securities of Lawrence Financial.

3.03 Subsidiaries. The Lawrence Financial Disclosure Memorandum

------------

lists all corporations in which Lawrence Federal owns, directly or indirectly,

five percent or more of any class of capital stock of any corporation as of the

date of this Agreement, and indicates, with respect to the equity securities of

each such corporation as of such date, the number of shares of each class

authorized, the number of shares outstanding, and the number of shares owned or

controlled directly or indirectly by Lawrence Financial. There are no options,

contracts, commitments, understandings, or arrangements by which any subsidiary

of Lawrence Financial is bound to issue additional shares of its equity

securities. Lawrence Federal is a member of the Federal Home Loan Bank System

and its deposits are insured up to the applicable limits by the SAIF.

3.04 Directors, Officers, and Principal Stockholders. No person is

-------------------------------------------------

known by Lawrence Financial to own more than 5% of the outstanding shares of

Lawrence Financial Common.

3.05 Authorization. The execution, delivery, and performance of this

-------------

Agreement by Lawrence Financial, and the consummation of the transactions

contemplated hereby have been duly approved by the Board of Directors of

Lawrence Financial, subject to the adoption of this Agreement by the

stockholders of Lawrence Financial.

3.06 Absence of Defaults. Neither the execution and delivery of this

-------------------

Agreement, nor the consummation of the Merger, nor compliance by Lawrence

Financial with any provisions hereof will violate any provisions of the articles

or incorporation or bylaws, or other charter documents of Lawrence Financial or

result in a breach or termination of, or

<PAGE> 11

As Executed

accelerate the performance required by, any note, bond, mortgage, lease,

agreement, or other instrument to which Lawrence Financial is a party or by

which Lawrence Financial may be bound, except for such violations or breaches

that would not, individually or in the aggregate, have a Material Adverse Effect

on Lawrence Financial.

3.07 Financial Statements. Lawrence Financial has delivered the

--------------------

Audited Financial Statements to Oak Hill Financial. The Audited Financial

Statements fairly present the financial position, results of operations, and

cash flows of Lawrence Financial at the dates shown and for the periods

indicated in conformity with generally accepted accounting principles applied on

a consistent basis. There are no obligations or liabilities, whether absolute,

accrued, or contingent (including, without limiting the generality of the

foregoing, liabilities for taxes), of Lawrence Financial which are required in

conformity with generally accepted accounting principles to be reflected or

disclosed in the Audited Financial Statements which have not been or will not be

so reflected or disclosed.

3.08 Title to Properties.

-------------------

(a) Lawrence Financial owns no Real Property, provided

however, Lawrence Financial has good and marketable title to the Real Property

listed as owned by it in the Lawrence Financial Disclosure Memorandum and valid

leasehold interests in all of the Real Property listed as leased by it in the

Lawrence Financial Disclosure Memorandum, free and clear of any liens and

encumbrances except taxes and assessments not delinquent and utility and other

easements that do not interfere with the use of the property for the business

being conducted thereon. The Real Property and the present use thereof by

Lawrence Financial do not violate any local zoning or similar land use laws, any

governmental regulations, or any restrictive covenants. To the Knowledge of

Lawrence Financial, (i) the Real Property and the use thereof by Lawrence

Financial do not encroach upon any property owned by any other person, and (ii)

no property owned by any other person encroaches upon any of the Real Property.

The Real Property is not subject to any easements, restrictions, set backs,

encroachments, or other limitations except utility and other easements that do

not interfere with the use of the Real Property for the business then being

conducted thereon. The Real Property is not located in any flood hazard area.

(b) Each item of the personal property owned by Lawrence

Financial, including without limitation all contractual rights and assets

reflected in the Audited Financial Statements or acquired after the date hereof

except for assets sold or otherwise disposed of in the ordinary course of

business since such date or assets which, either individually or in the

aggregate, are not material to the operations or financial condition of Lawrence

Financial), is owned by Lawrence Financial, free and clear of any lien or

encumbrance, except for assets securing loans from the Federal Home Loan Bank of

Cincinnati and assets pledged for public deposits.

3.09 Absence of Undisclosed Liabilities. Except to the extent

--------------------------------------

reflected or reserved against on the consolidated balance sheet of Lawrence

Financial as of June 30, 2004 as included in Lawrence Financial's Quarterly

Report on Form 10-QSB for the period ended June 30, 2004, Lawrence Financial has

no liabilities, whether absolute, accrued, contingent, or otherwise, due or to

become due, including without limitation any liabilities as guarantor under any

guaranty or liabilities for taxes, except liabilities and taxes incurred in the

ordinary course of business, which have had or would reasonably be expected to

have a Material Adverse Effect on Lawrence Financial.

3.10 Absence of Certain Changes. Since June 30, 2004, Lawrence

----------------------------

Financial has not:

(a) made or permitted to be made any changes in its capital or

corporate structure, certificate or articles of incorporation, regulations,

bylaws, or other incorporation documents;

(b) merged with any other corporation or bank, or permitted

any other corporation or bank to merge into or consolidate with it or it

subsidiary; acquired control over any other firm, bank, corporation, or

organization; or created any subsidiaries;

deliver any additional shares of its capital stock or any options, warrants, or

rights to acquire any such capital stock, or securities convertible into or

exchangeable for such capital stock, except for capital stock issued pursuant to

the exercise of stock options previously issued, in accordance with their

respective terms;

<PAGE> 12

As Executed

(d) purchased, sold, transferred, or otherwise acquired or

disposed of, or agreed to purchase, sell, transfer, acquire, or dispose of, any

capital stock or other securities of any kind, or options or other rights to

acquire any such securities, of any other entity (including, but not limited to,

any such transactions involving either Lawrence Financial or any of its

subsidiaries with respect to the capital stock or other securities of Lawrence

Financial or its subsidiaries), other than in the ordinary course of business;

(e) incurred any indebtedness, obligations, or liabilities,

whether absolute, accrued, contingent, or otherwise, including, without

limitation, liabilities as guarantor under any guaranty, other than

indebtedness, obligations, and liabilities incurred in the ordinary course of

its business or incurred under the contracts and commitments referred to in

Section 3.18 hereof;

(f) issued as borrower any promissory notes, guarantees, or

other evidences of indebtedness, other than in the ordinary course of business;

(g) forgiven or cancelled any indebtedness or contractual

obligation, other than in the ordinary course of business;

(h) mortgaged, pledged, or subjected to any lien or lease any

of its assets, tangible or intangible, or permitted or suffered any such asset

to be subjected to any lien or lease, other than in the ordinary course of

business;

(i) purchased, sold, transferred, liquidated, or otherwise

acquired or disposed of any assets or properties, or entered into any contract

for any such purchase, sale, transfer, liquidation, acquisition, or disposition,

other than in the ordinary course of business;

(j) entered into any lease of real or personal property, other

than in the ordinary course of business;

(k) declared, paid, made, or set apart any sum or property

for, any dividend or other distribution, or otherwise paid or transferred any

funds or property to its stockholders, except for regularly scheduled dividends;

(l) increased the wages, salaries, compensation, pension or

other fringe benefits, or perquisites payable to any executive officer after

June 30, 2004, or granted any severance or termination pay, or entered into any

contract to make or grant any severance or termination pay, or entered into any

employment or consulting contract which is not terminable by Lawrence Financial,

without cause and without penalty, upon notice of 30 days or less;

(m) made any loans or loan commitments, other than in the

ordinary course of business, to any director, officer, or Principal Stockholder

(or any person or business entity controlled by or affiliated with such

director, officer, or Principal Stockholder);

(n) modified, altered, amended, terminated, or withdrawn from

participation in any Employee Benefit Plan or any other plan or benefit provided

to one or more employees, or paid or distributed any sum from any such plan

except to participants in the ordinary course of the operation of the plan, or

made any payment or contribution to any such plan except as required by the

terms of such plan or consistent with past practices, but, in any event, not to

exceed four percent (4%) of eligible salaries, in the aggregate, on an annual

basis;

(o) entered into any transaction involving the expenditure of

more than $25,000, other than in the ordinary course of business, except

pursuant to and in accordance with the terms of the contracts and commitments

referred to in Section 3.18 hereof;

(p) adopted any change in any accounting policy or method

unless required by accounting principles generally accepted in the United

States, provided however that if a change in accounting policy or method is

required by accounting principles generally accepted in the United States,

Lawrence Financial shall give written advance notice of such change of Oak Hill

Financial;

<PAGE> 13

As Executed

(q) revalued any asset or adjusted any reserve other than in

the ordinary course of business;

(r) failed to keep in full force and effect insurance and

bonds at least equal in amount and scope of coverage to the insurance and bonds

carried on June 30, 2004;

(s) suffered any Material Adverse Effect;

(t) suffered any damage, destruction, or loss (whether or not

covered by insurance) which, individually or in the aggregate, has had a

Material Adverse Effect;

(u) suffered any strike, work stoppage, slow-down, or other

labor disturbance; or

(v) suffered any loss of employees or customers which has had

a Material Adverse Effect.

3.11 Taxes and Tax Returns. Each of Lawrence Financial and its

-----------------------

subsidiaries has duly filed all federal, state, foreign and local information

returns and Tax Returns required to be filed by it on or prior to the date of

this Agreement (all such returns being accurate and complete) and has duly paid

or made adequate provision according to generally accepted accounting principles

for the payment of all Taxes that have been incurred or are due or claimed to be

due from it by federal, state, foreign or local taxing authorities. The federal

income Tax Returns of Lawrence Financial and its subsidiaries have been filed

for all years to and including 2002 and any liability with respect thereto has

been satisfied. There are no material disputes pending, or claims asserted, for

Taxes or assessments upon Lawrence Financial of its subsidiaries. Lawrence

Financial and its subsidiaries have not waived any statute of limitations in

respect of Taxes or agreed to an extension of time with respect to a Tax

assessment or deficiency. There are no liens with respect to Taxes upon any of

the properties or assets of Lawrence Financial or its subsidiaries, tangible or

intangible. Neither Lawrence Financial nor any of its subsidiaries is a party to

or is bound by any Tax sharing, allocation or indemnification agreement or

arrangement (other than such an agreement or arrangement exclusively between or

among Lawrence Financial and its subsidiaries). Within the past five years,

neither Lawrence Financial nor any of its subsidiaries has been a "distributing

corporation" or a "controlled corporation" in a distribution intended to qualify

under Section 355(a) of the Code. There is and will be no disallowance of a

deduction under Section 162(m) of the Code on any Tax Return filed or to be

filed by Lawrence Financial or its subsidiaries for employee remuneration of any

amount paid or payable by Lawrence Financial or any of its subsidiaries under

any contract, plan, program or arrangement or understanding. Lawrence Financial

and its subsidiaries have no net operating loses or other tax attributes

presently subject to limitations under the Code or regulations thereunder.

3.12 Labor Matters. Lawrence Financial is not a party to any

--------------

collective bargaining or other union agreement with any of its employees, or is

involved in any labor dispute.

3.13 Litigation. There is no action, suit, proceeding, or claim by

----------

any governmental agency or other person or entity nor any investigation by any

governmental agency pending or, to the Knowledge of Lawrence Financial,

threatened against (i) Lawrence Financial, (ii) any subsidiary of Lawrence

Federal, (iii) the assets, business, or goodwill of Lawrence Financial or any of

its subsidiaries, or (iv) any director, officer or Principal Stockholder of

Lawrence Financial or any of its subsidiaries, in relation to the business of

Lawrence Financial or any of its subsidiaries, or any such person's capacity as

a director, officer or Principal Stockholder of Lawrence Financial or any of its

subsidiaries. Neither Lawrence Financial nor any of its subsidiaries is subject

to any supervisory agreement, consent order or decree, cease and desist order,

or other restriction on their business or assets.

3.14 Environmental Matters.

---------------------

(a) To the Knowledge of Lawrence Financial, Lawrence Financial

and its subsidiaries are and have been at all times in substantial compliance

with all applicable Environmental Laws and neither Lawrence Financial nor any of

its subsidiaries has engaged in any activity resulting in a material violation

of any applicable Environmental Law. No orders, hearings, actions, or other

proceedings by or before any court or governmental agency in which Lawrence

Financial or any of its subsidiaries is a party are pending or, to the Knowledge

of Lawrence Financial, threatened in connection with any alleged violation of

any applicable Environmental Law (i) by Lawrence Financial or any of its

<PAGE> 14

As Executed

subsidiaries or (ii) in relation to any part of the Real Property and Lawrence

Financial has no Knowledge of any investigations or inquiries with respect to

any such alleged violation. No claims have been made or, to the Knowledge of

Lawrence Financial, threatened at any time by any third party against Lawrence

Financial or any of its subsidiaries relating to damage, contribution, cost

recovery, compensation, loss, or injury resulting from any Hazardous Substance.

To the Knowledge of Lawrence Financial, neither Lawrence Financial nor any of

its subsidiaries has caused or permitted any Hazardous Substance to be

integrated into the Real Property or any component thereof in such manner or

quantity as may reasonably be expected to or in fact would pose a threat to

human health or the value of the Real Property. None of the Real Property has

been used by Lawrence Financial or any of its subsidiaries for the storage or

disposal of Hazardous Substances nor to the Knowledge of Lawrence Financial, is

any of the Real Property contaminated by any Hazardous Substance. To the

Knowledge of Lawrence Financial, none of the Real Property has in the past

contained or presently contains any underground storage tanks. To the Knowledge

of Lawrence Financial, neither Lawrence Financial nor any of its subsidiaries

has any interest, direct or indirect, in any property owned by a third party

which has been contaminated by Hazardous Substances (excluding any property as

to which the sole interest of Lawrence Financial or any of its subsidiaries is

that of a lien holder or mortgagee, but including any property as to which title

has been taken by Lawrence Financial or any of its subsidiaries pursuant to

mortgage foreclosure or similar proceeding and any property as to which Lawrence

Financial or any of its subsidiaries has participated in the financial

management to a degree sufficient to influence the property's treatment of

Hazardous Substances).

(b) To the Knowledge of Lawrence Financial, the

representations set forth in paragraph (a) above are also true and correct in

relation to any and all real property owned or leased by it or any of its

subsidiaries at any time prior to the date of this Agreement, together with any

improvements located thereon.

3.15 Community Reinvestment Act Compliance. Lawrence Federal is in

--------------------------------------

material compliance with the applicable provisions of the CRA and the

regulations promulgated thereunder, and currently has a CRA rating of

satisfactory or better from the Office of Thrift Supervision. Lawrence Financial

knows of no fact or circumstance or set of facts or circumstances which would

cause Lawrence Financial to fail to comply with such provisions or to cause the

CRA rating of Lawrence Federal to fall below satisfactory.

3.16 Compliance with Laws. Lawrence Financial and its subsidiaries

--------------------

hold all permits, licenses, certificates of authority, orders, and approvals of,

and have made all filings, applications, and registrations with, all

governmental or regulatory bodies that are required in order to permit them to

carry on their respective businesses as they are presently conducted. To the

Knowledge of Lawrence Financial, Lawrence Financial and its subsidiaries have

conducted their businesses so as to comply in all material respects with all

applicable statutes, regulations, rules, and orders.

3.17 Information Provided by Lawrence Financial. None of the

-----------------------------------------------

information supplied or to be supplied by Lawrence Financial for inclusion in

the Registration Statement, the Proxy Statement, the application for approval,

or any other document to be filed with the Federal Reserve Board, the Division

of Financial Institutions, the SEC, or any other federal or state regulatory

authority in connection with the transactions contemplated herein or in this

Agreement is or will be false or misleading with respect to any material fact,

or omits or will omit any material fact necessary in order to make the

statements therein not misleading.

3.18 Material Contracts.

------------------

(a) Lawrence Financial has no written or oral agreements,

leases, and other obligations and commitments of the following types, to which

either Lawrence Financial is a party, by which Lawrence Financial or any

subsidiary or any of their property is bound, or which has been authorized by

Lawrence Financial (the "Material Contracts"):

(i) promissory notes, guaranties, mortgages, security

agreements, or other evidences of indebtedness of Lawrence Financial;

(ii) partnership or joint venture agreements;

(iii) employment, bonus, compensation, severance, or

consulting agreements;

<PAGE> 15

As Executed

(iv) collective bargaining agreements;

(v) Employee Benefit Plans and any other plans, benefits,

programs of benefits, or deferred compensation arrangements for the benefit of

directors, employees, or former or retired employees;

(vi) agreements or commitments for sale (other than in the

ordinary course of business) of assets exceeding $50,000 in the aggregate;

(vii) agreements or commitments for capital expenditures in excess

of $50,000 in the aggregate;

(viii) agreements or other documents creating liens or security

interests relating to any real

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates