SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
OAK HILL FINANCIAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
3) Filing Party:
________________________________________________________________________________
4) Date Filed:
________________________________________________________________________________
OAK HILL FINANCIAL, INC.
14621 State Route 93
Jackson, Ohio 45640
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
To Be Held April 9, 2002
Jackson, Ohio
February 21, 2002
To the Shareholders:
The Annual Meeting of Shareholders of Oak Hill Financial, Inc. (the
"Corporation") will be held at the Ohio State University Extension South
District Office, 17 Standpipe Road, Jackson, Ohio 45640, on April 9, 2002, at
1:00 p.m., local time, for the following purposes:
1. To elect the following four Directors for terms expiring in 2004 (Class
II), as successors to the class of Directors whose terms expire in 2003:
Barry M. Dorsey, Ed.D., Donald R. Seigneur, William S. Siders and H. Grant
Stephenson.
2. To ratify the appointment of the firm of Grant Thornton LLP to serve as
independent auditor for the Corporation for the year 2002.
3. To consider and act upon such other matters as may properly come before the
Annual Meeting or any adjournment thereof.
On February 21, 2002, there were 5,276,508 common shares outstanding. Each
shareholder is entitled to one vote for each common share held regarding each
matter properly brought before the meeting. Holders of record of the Corporation
at the close of business on February 21, 2002, are entitled to notice of and to
vote at the Annual Meeting and at any adjournment thereof.
By Order of the Board of Directors,
/s/H. Tim Bichsel
-----------------
H. Tim Bichsel
Secretary
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED
PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A STAMPED, ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
OAK HILL FINANCIAL, INC.
14621 State Route 93
Jackson, Ohio 45640
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
On behalf of the Board of Directors of Oak Hill Financial, Inc. (the
"Corporation"), a proxy is solicited from you to be used at the Corporation's
Annual Meeting of Shareholders ("Annual Meeting") to be held April 9, 2002, at
1:00 p.m., local time, at the Ohio State University Extension South District
Office, 17 Standpipe Road, Jackson, Ohio 45640. This Proxy Statement is being
mailed on or about March 8, 2002.
Proxies in the form enclosed herewith are being solicited on behalf of the
Corporation's Board of Directors. Proxies which are properly executed and
returned will be voted at the Annual Meeting as directed; proxies properly
executed and returned which indicate no direction will be voted in favor of the
proposals set forth in the notice attached hereto and more fully described in
this Proxy Statement. Proxies indicating an abstention from voting on any matter
will be tabulated as a vote withheld on such matter and will be included in
computing the number of shares present for purposes of determining the presence
of a quorum for the Annual Meeting. If a broker indicates on the form of proxy
that it does not have discretionary authority as to certain common shares to
vote on a particular matter, those common shares will be considered as present
but not entitled to vote with respect to that matter. Any shareholder giving the
enclosed proxy has the power to revoke the same prior to its exercise by filing
with the Secretary of the Corporation a written revocation or duly executed
proxy bearing a later date, or by giving notice of revocation in open meeting.
VOTING SECURITIES
As of February 21, 2002, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 5,276,508 shares
of the Corporation's common stock outstanding. Each such share is entitled to
one vote on each matter properly coming before the Annual Meeting.
OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS
As of February 8, 2002, persons known by the Corporation to own
beneficially more than 5% of the outstanding common shares of the Corporation
are set forth below.
No. of Shares of Common
Name(1) Stock Beneficially Owned(2) Percentage of Class(3)
---- ------------------------ -------------------
Evan E. Davis 955,987(4) 18.04%
John D. Kidd 565,437(4)(5)(6) 10.67%
D. Bruce Knox 352,126(4)(5) 6.63%
- -----------------------------
(1) The address of Evan E. Davis, John D. Kidd, and D. Bruce Knox is c/o Oak
Hill Financial, Inc., 14621 State Route 93, Jackson, Ohio 45640.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power
and/or investment power with respect to those securities.
(3) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on February 8, 2002 plus the number of shares such person has
the right to acquire within 60 days of February 8, 2002.
(4) Includes 23,375 shares which could be acquired by Messrs. Davis and Kidd,
and 39,375 shares which could be acquired by Mr. Knox under stock options
exercisable within 60 days of February 8, 2002. Includes 258,862 shares
held by a Trust as to which Mr. Knox is a Trustee and partial beneficiary.
(5) Includes shares acquired pursuant to the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which investment power is exercised.
(6) Includes shares held in Trust for the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which Mr. Kidd, as an Administrator, exercises
shared voting power.
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
As of February 8, 2002, the directors of the Corporation, the executive
officers of the Corporation named in the Summary Compensation Table, and all
executive officers and directors of the Corporation as a group beneficially
owned common shares of the Corporation as set forth below.
Amount and Nature of
Beneficial Ownership Percentage
Name of Common Stock(1) of Class(2)
- ---------------------------------- ---------------------- --------------
Evan E. Davis, Chairman and Director .................. 955,987(3) 18.04%
John D. Kidd, President, Chief Executive Officer and
Director .............................................. 565,437(3)(5)(6) 10.67%
Richard P. LeGrand, Executive Vice President and
Director .............................................. 65,077(3)(5) 1.23%
H. Tim Bichsel, Secretary ............................. 45,655(3)(5) *
Ralph E. Coffman, Jr., Vice President ................. 28,333(3)(5) *
Ronald J. Copher, Chief Financial Officer and Treasurer 28,162(3)(5)(6) *
D. Bruce Knox, Chief Information Officer and Director . 352,126(3)(4)(5) 6.63%
David G. Ratz, Executive Vice President and
Chief Operating Officer ............................... 38,793(3)(5)(6) *
Barry M. Dorsey, Ed.D., Director ...................... 22,450(3) *
C. Clayton Johnson, Director .......................... 12,750(3) *
Donald R. Seigneur, Director .......................... 20,250(3) *
William S. Siders, Director ........................... 77,161
1.46%
H. Grant Stephenson, Director ......................... 18,750(3) *
All directors and executive officers
as a group (13 persons) ............................. 2,230,931(7) 40.10%
(1) For purposes of the above table, a person is considered to "beneficially
own" any shares with respect to which he exercises sole or shared voting or
investment power or as to which he has the right to acquire the beneficial
ownership within 60 days of February 8, 2002. Unless otherwise indicated,
voting power and investment power are exercised solely by the person named
above or shared with members of his household.
-2-
(2) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the total number of outstanding shares of the
Corporation on February 8, 2002 plus the number of shares such person has
the right to acquire within 60 days of February 8, 2002. An "*" indicates
less than one percent (1%).
(3) Includes 23,375 shares which could be acquired by Messrs. Davis and Kidd,
26,625 shares which could be acquired by Mr. LeGrand, 31,000 shares which
could be acquired by Mr. Bichsel, 26,875 shares which could be acquired by
Mr. Coffman, 22,750 shares which could be acquired by Mr. Copher, 39,375
shares which could be acquired by Mr. Knox, 36,750 shares which could be
acquired by Mr. Ratz, 12,750 shares which could be acquired by Mr. Johnson,
and 15,250 shares which could be acquired by Messrs. Dorsey, Seigneur and
Stephenson under stock options exercisable within 60 days of February 8,
2002.
(4) Also includes 258,862 shares held by a Trust as to which Mr. Knox is a
Trustee and partial beneficiary.
(5) Includes shares acquired pursuant to the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which investment power is exercised.
(6) Includes shares held in Trust for the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which Messrs. Kidd, Copher and Ratz, as
Administrators, exercise shared voting power.
(7) Includes 288,625 shares which may be purchased under stock options
exercisable within 60 days of February 8, 2002.
ELECTION OF DIRECTORS
The Board of Directors has nominated four persons for a two-year term
(Class II). The terms of the remaining directors in Class I will continue as
indicated below. The accompanying proxy will be voted for the election of those
four persons named under Class II in the following table unless otherwise
directed. In the event that any of the nominees for director shall become
unavailable (which management does not expect), the proxies may be voted for a
substitute nominee at the discretion of those named as proxies. The election of
each nominee requires the favorable vote of a plurality of all votes cast by the
holders of the Corporation's common stock.
The Board of Directors recommends that the shareholders vote FOR the election of
each nominee for Class II Director.
Position with Corporation and/or Principal Occupation or
Name and Age Employment For the Last Five Years Director Since
------------------- ----------------------------------- -----------------
Nominees - Terms
Expire in 2004 (Class II):
Barry M. Dorsey, Ed.D, 59 President of the University of Rio Grande and Rio Grande 1995
Community College since July 1991. Mr. Dorsey served as
Associate Director from July 1980 to July 1990 and as Deputy
Director from July 1990 to June 1991 of the State Council for
Higher Education for Virginia.
Donald R. Seigneur, 50 Partner in the public accounting firm of Whited Seigneur Sams 1995
& Rahe, CPAs, Chillicothe, Ohio, since 1979.
William S. Siders, 55 Current Chairman and a director of Shriners Hospital for 2001
Children in Cincinnati, Ohio. He has served as director of
Towne Bank ("Towne") since October 1999. He served as
Managing Officer and director of Blue Ash Building and Loan
Association from 1982 to September 1999 until the merger on
October 1, 1999. He served in several positions with Hunter
Savings Association from 1970 through 1982.
-3-
H. Grant Stephenson, 52 Partner in the law firm of Porter, Wright, Morris & Arthur, 1995
Columbus, Ohio, since 1986.
Continuing Directors -
Terms Expire in 2003
(Class I):
Evan E. Davis, 68 Chairman of the Corporation since its formation in 1981. He 1981
served as President of the Corporation from 1981 to June
1995. Mr. Davis' family founded Oak Hill Banks ("Oak Hill")
in 1902, and Mr. Davis has served as Director of the Bank
since 1957 and a Director of the Corporation since 1981.
C. Clayton Johnson, 57 President of the law firm of Johnson & Oliver, Portsmouth, 1997
Ohio. He has served as a Director of the Corporation since
March 1997.
John D. Kidd, 61 President of the Corporation since June 1995, Executive Vice 1981
President from 1981 to June 1995, and Chief Executive Officer
since 1981. He has served as President of Oak Hill from
October 1991 to September 1997, and as Chairman since October
1997. Mr. Kidd has served as Chief Executive Officer and
Executive Vice President since joining Oak Hill in 1970. He
served as Director of Oak Hill since 1970 and Director of the
Corporation since 1981. Mr. Kidd has served as a Director of
Towne since October 1999.
D. Bruce Knox, 41 Chief Information Officer of the Corporation since January 1997
2000. Executive Vice President of Oak Hill since July 1,
1998, and Senior Vice President of Oak Hill since October 2,
1997. He served as President and a director of Unity Savings
Bank ("Unity") from January 1, 1996 until the merger on
October 1, 1997. He served as Executive Vice President and
Director of Unity and its successors from January 1, 1989
until December 31, 1995.
Richard P. LeGrand, 61 Executive Vice President of the Corporation since October 1987
1991 and Vice President from 1985 to October 1991. He has
served as Director of the Corporation since January 1987 and
as Director of Oak Hill since July 1993. Mr. LeGrand served
as Senior Vice President of Oak Hill from February 1986 to
October 1991, as Executive Vice President from October 1991
to September 1997, and President and Chief Executive Officer
since October 1997.
-4-
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
During 2001, the Board of Directors held five regularly scheduled meetings.
All of the incumbent directors and each nominee standing for re-election
attended more than 75% of the regularly scheduled meetings during the last
fiscal year.
Each non-employee director received $500 per meeting attended as a director
of the Corporation. On December 27, 2001, each non-employee director of the
Corporation was granted an option to purchase 3,000 of the Corporation's shares.
Such options become exercisable on December 27, 2002 as to 50% of the covered
shares and become exercisable in full on December 27, 2003. The exercise price
for each option granted is 100% of the fair market value on the date of grant.
Directors who are also employees received no additional compensation for service
on the Board of Directors.
The Board of Directors has the following standing committees: Nominating
and Board Structure Committee, Stock Option and Compensation Committee and Audit
Committee.
The Nominating and Board Structure Committee (the "Nominating Committee")
reviews and recommends to the Board of Directors the appropriate oversight
mandates and the structure and composition of the Board of Directors of the
Corporation (the "Board") and the Boards of Directors of each of the
Corporation's subsidiaries. The Nominating Committee was formed in December 2001
and is presently in the process of organizing. The Nominating Committee will
assume responsibility for planning for the succession of directors and will
recommend director nominees for each board to the Board. In so doing, the
Nominating Committee will recommend to the Board the size of the Board, as well
as its membership mix and the process for the selection of independent
directors, and will make similar recommendations for each of the boards of the
Corporation's subsidiaries. In addition, the Nominating Committee will assume
the overall responsibility for periodic assessment of the Corporation's
governance program and will assume responsibility for the annual development and
implementation of a plan for the evaluation of the Board and of each of the
boards of the Corporation's subsidiaries. The Nominating Committee will assess
the appropriateness of shareholder proposals for inclusion in the proxy
materials. The members of the Nominating Committee are Messrs. Dorsey, Johnson,
Seigneur, Siders and Stephenson, who serves as Chairman. John D. Kidd, President
and Chief Executive Officer of the Corporation, attends all committee meetings
as an ex officio member. The Nominating Committee held one meeting during the
last fiscal year, and all current members attended. Committee members receive
$500 for attending each committee meeting.
Article Two of the Corporation's First Amended and Restated Code of
Regulations prescribes the method for a shareholder to nominate a candidate for
election to the Board. Nominations, other than those made by or at the direction
of the directors, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than thirty days nor more than sixty days prior to the
Annual Meeting; provided, however, that in the event that less than forty days'
notice or prior public disclosure of the date of the Annual Meeting is given or
made to shareholders, notice by the shareholder to be timely must be received
not later than the close of business on the tenth day following the earlier of
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. Such notice shall set forth the following:
a. as to each person who is not an incumbent director whom the shareholder
proposes to nominate for election as a director,
(i) the name, age, business address and residence address of such
person;
(ii) the principal occupation or employment of such person;
(iii) the class and number of shares of the Corporation which are
beneficially owned by such person;
(iv) any other information relating to such person that is required to be
disclosed in solicitations for proxies for election of directors
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, or successor provision; and
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b. as to the shareholder giving the notice,
(i) the name and record address of such shareholder;
(ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder.
Such notice shall be accompanied by the written consent of each proposed
nominee to serve as a director of the Corporation, if elected. The Corporation
may require any proposed nominee to furnish other information to determine the
qualifications of such proposed nominee to serve as a director of the
Corporation. Nominations not made in accordance with the Corporation's Code of
Regulations, as determined by the presiding officer of the Annual Meeting, will
be disregarded. As of the date of this Proxy Statement, no persons have been so
nominated for election at this Annual Meeting.
The Stock Option and Compensation Committee (the "Compensation Committee")
makes recommendations to the Board of Directors with respect to the compensation
of the executive officers of the Corporation and with respect to the grant of
stock options. The members of the Compensation Committee are Mr. Dorsey, who
serves as Chairman, and Messrs. Siders and Stephenson. The Compensation
Committee held three meetings during the last fiscal year, all members attended
and each member received $500 per meeting attended. The report of the
Compensation Committee with respect to the year 2001 begins on page 10 herein.
The Audit Committee oversees the Corporation's financial reporting process
on behalf of the Board of Directors. Functions of the Committee include the
engagement of the independent auditor, reviewing with the independent auditor
the plans and results of the audit engagement of the Corporation, reviewing the
scope and results of the procedures for internal auditing, reviewing the
independence of the independent auditor and similar functions. In its oversight
role, the Committee assures that management fulfills its responsibilities in
preparing the financial statements. The Committee reviews and discusses with the
internal audit department, management and the Board such matters as accounting
policies, internal controls and procedures for preparation of financial
statements. The Board has adopted a written charter for the Audit Committee. The
members of the Audit Committee are Mr. Johnson, who serves as Chairman, and
Messrs. Johnson and Siders. All members of the Audit Committee meet the
independence standards of Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards. The Audit Committee held nine meetings
during the last fiscal year, including meetings with management and the
independent auditor to discuss the Corporation's quarterly financial statements
prior to the filing of its Quarterly Report on Form 10-Q with the Securities and
Exchange Commission. Each director serving on such committee received $250 per
meeting attended in connection with the Quarterly Report on Form 10-Q and $500
per meeting otherwise. The report of the Audit Committee with respect to the
year 2001 begins on page 15 herein.
EXECUTIVE OFFICERS
The officers of the Corporation are appointed annually by the Board of
Directors and serve at the pleasure of the Board. In addition to Evan E. Davis,
Chairman of the Board, John D. Kidd, President and Chief Executive Officer,
Richard P. LeGrand, Executive Vice President, and D. Bruce Knox, Chief
Information Officer, the following persons are officers of the Corporation:
H. Tim Bichsel, age 61, has served as Secretary of the Corporation since
June 1995 and as Treasurer from June 1995 to January 2001. He served as Chief
Operations Officer of the Corporation from January 2000 to June 2000. He also
served as Vice President of the Corporation from February 1994 to February 1995.
Mr. Bichsel has served as Secretary of Oak Hill since February 1995. He served
as Executive Vice President of Oak Hill from February 1996 to February 2000 and
since July 2000. From April 1993 to February 1996 he served as Senior Vice
President. From February 1992 to April 1993, he served as a computer software
specialist for Peerless Systems, Inc., a banking computer software company.
Before 1992, Mr. Bichsel was employed in a variety of positions, including
Senior Vice President and Secretary with Fifth Third Bank of Southern Ohio,
formerly known as First Security Bank of Hillsboro, Ohio, from 1973 to November
1991.
Ralph E. Coffman, Jr., age 50, has served as Vice President of the
Corporation since June 1999. He has served as President and Chief Executive
Officer and Director of Towne since October 1999. Mr. Coffman served as
Executive Vice President of Oak Hill from July 1998 to September 1999. From June
1997 to June 1998, he served as Senior Vice President of Oak Hill, and from
September 1996 to May 1997, he served as Area President for Oak
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Hill. From September 1995 to August 1996, he served as owner and president of
3C's Snax, Inc. of New Lexington, Ohio. Before 1995, Mr. Coffman was employed in
a variety of positions, including Chief Executive Officer of American Community
Bank, formerly known as the Farmers Banking Company of Lima, Ohio, from March
1988 to February 1994.
Ronald J. Copher, age 44, has served as Chief Financial Officer of the
Corporation since July 1999 and as Treasurer since February 2001. He served as
Executive Vice President of Oak Hill from July 1999 to February 2000. From
January 1985 to June 1999, he served in a variety of positions in the financial
services practice of Grant Thornton LLP. He most recently served as Partner and
Practice Leader of the Financial Services Industry Group of Southern California.
David G. Ratz, age 44, has served as Executive Vice President and Chief
Operating Officer of the Corporation since January 2002. He served as Chief
Administrative Officer of the Corporation from January 2000 to December 2001. He
served as Vice President of the Corporation from October 1995 to December 1999.
He served as Vice President of Oak Hill from October 1995 to February 1996, as
Senior Vice President from February 1996 to June 1998, and as Executive Vice
President from July 1998 to February 2000. From December 1986 to September 1995,
he served as a marketing and human relations consultant to community banking
organizations as Vice President of Young & Associates, Kent, Ohio.
-7-
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation paid
during the last three completed fiscal years by the Corporation and its
subsidiaries to the Chief Executive Officer and the four other highest-paid
executive officers of the Corporation whose total salary and bonus annually
exceed $100,000 for services in all capacities for the Corporation:
Summary Compensation Table
--------------------------
Long Term
Compensa-
Annual Compensation tion Award
------------------------------------------------------------------------------------
(b) (c) (d) (e) (g) (i)
(a) Year Salary Bonus(1) Other Annual Securities All Other
Name and Principal Position ---- Compensation(2) Underlying Compensation(4)
------ -------- --------------- Options(3) ---------------
------------
JOHN D. KIDD ................ 2001 $194,497 $ 60,000 -- -- $ 12,309
President and Chief Executive 2000 $189,840 -- -- -- $ 10,568
Officer ..................... 1999 $176,307 -- $ 3,400 7,000 $ 4,800
RICHARD P. LEGRAND .......... 2001 $178,347 $ 46,750 -- 5,850 $ 12,309
Executive Vice President .... 2000 $174,768 $ 16,500 -- 6,500 $ 10,568
1999 $161,976 $ 16,500 $ 3,400 7,000 $ 4,800
RALPH E. COFFMAN, JR ........ 2001 $133,455 $ 21,750 -- 4,900 $ 9,350
Vice President .............. 2000 $123,602 $ 15,000 -- 6,000 $ 8,325
1999 $112,204 $ 15,000 -- 6,000 $ 3,021
RONALD J. COPHER ............ 2001 $120,218 $ 30,791 -- 4,500 $ 8,146
Chief Financial Officer ..... 2000 $116,313 $ 11,250 -- 5,000 $ 10,568
1999 $ 57,500 $ 5,625 -- 17,750 --
D. BRUCE KNOX ............... 2001 $118,886 $ 30,791 -- 4,500 $ 7,725
Chief Information Officer ... 2000 $116,664 $ 11,250 -- 5,000 $ 7,561
1999 $109,800 $ 7,500 $ 3,400 3,125 $ 3,519
(1) Bonus for 2001 was accrued in 2001 and paid in January 2002.
(2) Includes amounts paid as director fees for the first six months of 1999.
Beginning in July 1999, director fees were included in salary for all
directors who were also employees of the Corporation or its subsidiaries.
(3) All shares are subject to options granted under the 1995 Stock Option Plan.
(4) Includes 401(k) matching and profit sharing contributions to the Oak Hill
Financial, Inc. 401(k) & Profit Sharing Plan for the fiscal years shown.
-8-
The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the year ended December 31,
2001.
Options/SAR Grants in Last Fiscal Year(1)
Individual Grants
-----------------------------------------
Potential Realizable Value
% of At Assumed Annual Rates
Total Of Stock Price Appreciation
Number of Options For Option Term(2)
----Securities--- Granted------Exercise----Expiration---------------------------------------
Name Underlying To Price Date
Options Employees ($/Share) 0%($) 5%($) 10%($)
In Fiscal
Year
- -----------------------------------------------------------------------------------------------------------------------------
JOHN D. KIDD
President and Chief Executive
Officer -- -- -- -- -- -- --
- -----------------------------------------------------------------------------------------------------------------------------
RICHARD P. LEGRAND
Executive Vice President 5,850 3.71% $15.05 12/27/11 $0 $55,369 $140,317
- -----------------------------------------------------------------------------------------------------------------------------
RALPH E. COFFMAN, JR.
Vice President 4,900 3.11% $15.05 12/27/11 $0 $46,378 $117,531
- -----------------------------------------------------------------------------------------------------------------------------
RONALD J. COPHER
Chief Financial Officer 4,500 2.86% $15.05 12/27/11 $0 $42,592 $107,936
- -----------------------------------------------------------------------------------------------------------------------------
D. BRUCE KNOX
Chief Information Officer 4,500 2.86% $15.05 12/27/11 $0 $42,592 $107,936
____________________________________
(1) All options are granted at 100% of fair market value on the date of grant.
The options become exercisable on December 27, 2002 as to 50% of the
covered shares and become exercisable in full on December 27, 2003. In
addition, the options expire on the date specified in the option which, in
no event, is not later than 10 years after the date of grant, provided that
the optionee remained in the employment of the Corporation or its
affiliates. The option exercise period may be shortened upon an optionee's
disability, retirement or death.
(2) The amounts under the columns labeled "5%($)" and "10%($)" are included by
the Corporation pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, in the price of the Corporation's common stock. Such amounts are
based on the assumption that the option holders hold the options granted
for their full term. The actual value of the options will vary in
accordance with the market price of the Corporation's common stock. The
column headed "0%($)" is included to illustrate that the options were
granted at fair market value and option holders will not recognize any gain
without an increase in the stock price, which increase benefits all
shareholders commensurately.
-9-
The following table shows aggregate option exercises in the last fiscal year and
year-end values.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
(a) (b) (c) (d) (e)
Number of Unexercised Value of Unexercised
Options at Fiscal Year In-the-Money Options at
End Fiscal Year End ($)(1)
Name Shares Value Unexercisable Unexercisable
Acquired Realized($)
On Exercisable Exercisable
Exercise
JOHN D. KIDD
President and Chief Executive
Officer ..................... -- -- 23,375 -- -- --
RICHARD P. LEGRAND
Executive Vice President .... 14,500 $87,688 26,625 5,850 $ 3,283 $ 4,154
RALPH E. COFFMAN, JR ........
Vice President .............. -- -- 26,875 4,900 $ 6,060 $ 3,479
RONALD J. COPHER
Chief Financial Officer ..... -- -- 22,750 4,500 $ 5,050 $ 3,195
D. BRUCE KNOX
Chief Information Officer ... -- -- 39,375 4,500 $ 9,050 $ 3,195
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(1) Represents total gain which would have been realized if all in-the-money
options held at fiscal year-end had been exercised, determined by
multiplying the number of shares underlying the options by the difference
between the per share option exercise price and per share fair market
value at year-end. The fair market value as determined by the closing
price of the Corporation's common stock on December 31, 2001 was $15.76.
An option is in-the-money if the fair market value of the underlying
shares exceeds the exercise price of the option.
REPORT OF THE STOCK OPTION AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Philosophy and Composition of the Compensation Committee
The Corporation's executive compensation program is designed to enable the
Corporation to attract, motivate and retain top quality executive officers by
providing a fully competitive and comprehensive compensation package. It
provides for competitive base salaries that reflect individual performance as
well as variable incentive awards in cash for the achievement of financial
performance goals established by the Compensation Committee and approved by the
Board of Directors. In addition, long-term stock-based incentive awards are
granted to strengthen the mutuality of interest between the executive officers
and the Corporation's shareholders and to motivate and reward the achievement of
important long-term performance objectives of the Corporation.
The Corporation's executive compensation program is administered by the
Compensation Committee of the Board of Directors, composed entirely of
non-employee directors of the Corporation: Barry M. Dorsey, who serves as
Chairman, William S. Siders and H. Grant Stephenson.
The Compensation Committee has the authority and responsibility to
determine and administer the Corporation's officer compensation policies and to
establish the salaries of executive officers, the formula for bonus awards to
executive
-10-
officers, and the grant of stock options to executive officers and other key
employees under the Corporation's 1995 Stock Option Plan. In general, the
philosophy of the Compensation Committee is to attract and retain qualified
executives, reward current and past individual performance, provide short-term
and long-term incentives for superior future performance, and relate total
compensation to individual performance and performance of the Corporation. The
preferred compensation policy of the Compensation Committee is to set base pay
at the lower end of the comparable market ranges, establish performance-based
annual cash bonus opportunities, and grant significant option positions to key
employees to provide greater long-term incentives.
Executive Compensation Program
The Compensation Committee is responsible for the establishment of the base
salary, as well as the award level for the annual bonus compensation program,
both subject to approval by the Board of Directors. The Compensation Committee
is also responsible for the award level and administration of the stock option
programs for executive officers, as well as for recommendations regarding other
executive benefits and plans, both of which also are subject to approval by the
Board of Directors. In completing its assignments, the Compensation Committee
takes into account the views of the Management of the Corporation.
The Compensation Committee has reviewed the executive compensation program
being utilized and compared it with similar programs of banking corporations
that shared one or more common traits with the Corporation (such as market
capitalization, asset size and geographic location). As an overall evaluation
tool in determining levels of compensation for the Corporation's Chief Executive
Officer and other executive officers, the Compensation Committee reviews the
compensation policies of other banking companies, as well as published surveys
of salaries in the financial industry. The Compensation Committee has not
defined or established a specific comparison group of bank holding companies for
determination of compensation. Those listed in the salary surveys which share
one or more common traits with the Corporation, such as market capitalization,
asset size, geographic location, similar lines of business and financial returns
on assets and equity, are given more weight. The companies listed in the various
salary surveys may not be included in the SNL $500M-$1B Bank Asset-Size Index
(an index included in the Corporation's Performance Graph below).
Components of the Named Executive Officer Compensation
For 2001, the executive compensation program for the Named Executive
Officers in this Proxy, Messrs. Kidd, LeGrand, Coffman, Copher and Knox (the
"Named Executive Officers") consisted of four primary components: (i) a base
salary; (ii) incentive compensation; (iii) executive benefits, such as insurance
and retirement benefits; and (iv) benefits which are generally available to all
employees. These components are discussed in detail below.
Base Salary. The Named Executive Officers' base salaries and performance
are reviewed annually during July with salary increases made effective for the
twelve month period beginning July 1 of the current year through June 30 of the
following year. The salaries and performance reviews are determined primarily by
examining the individual officer's level of responsibility for his position,
comparing that position to similar positions within the Corporation, and
comparing the officer's salary with salaries detailed in the salary surveys for
executives with similar experience and responsibilities outside of the
Corporation.
Significant weight also is given to the views of the Management of the
Corporation regarding whether a Named Executive Officer has succeeded in the
annual performance goals established by the Chief Executive Officer with each
Executive Officer. The nature of these goals differs, depending upon each
officer's job responsibilities. Goals are both qualitative in nature--such as
the development and retention of key personnel, the quality of products and
services, and management effectiveness--and quantitative in nature, such as
sales and revenue goals and cost containment.
The Named Executive Officer's base salary is then established by the
Committee, taking into account the items listed above as well as the
Corporation's overall performance during the preceding year. The Committee does
not place a specific value on any of the above-listed factors. The base salary
is subject to approval by the Board of Directors.
Incentive Compensation. Incentive compensation includes two programs: the
award of cash bonuses and the award of stock options under the 1995 Stock Option
Plan. The participants and awards under the Corporation's incentive plans are
determined by the Compensation Committee, subject to approval by the Board of
Directors.
-11-
Cash Incentive Compensation. The Corporation's policy for cash incentive
compensation is to reward the achievement of financial objectives established in
advance by Management and the Board of Directors to the beginning of each year.
The performance targets focus upon the net operating income ( NOI ) of the
Corporation and, depending upon the duties of a Named Executive Officer, the NOI
of a subsidiary. Targets also are set for individual performance goals. In
making awards, the Compensation Committee has the discretion to consider these
goals and other factors related to the individual performance of the Named
Executive Officer in making an award to him or her.
All incentive bonus awards are currently paid in cash. The bonuses paid or
accrued in 2001 were based upon the Corporation's 2001 performance.
Stock Options. The purpose of the Corporation's 1995 Stock Option Plan is
to provide long-term incentives to key employees and to motivate key employees
to improve the performance of the Corporation and thereby increase the
Corporation's common stock price.
The number of shares of common stock subject to the options granted during
2001 was determined based on a subjective evaluation of the past performance of
the individual, the total compensation being paid to the individual, the
individual's scope of responsibility, and the anticipated value of the
individual's contribution to the Corporation's future performance. No specific
weight was given to any of these factors. Options awarded to each Named
Executive Officer during previous years were reviewed by the Compensation
Committee in determining the size of an option awarded for 2000.
Each stock option awarded during 2001 had an exercise price equal to the
fair market value of the underlying common stock of the Corporation on the date
of the grant. Generally, stock options granted to employees of the Corporation
vest and become exercisable over several years and terminate ten years from the
date of grant. All stock options awarded during 2001 become exercisable on
December 27, 2002 as to 50% of the covered shares and become exercisable in full
on December 27, 2003.
The total number of option grants made in 2001 for all participants in the
1995 Stock Option Plan was for 157,550 shares of the Corporation's Common Stock,
of which 19,750 shares, or 12.5% were awarded to the Named Executive Officers.
Determination of the Chief Executive Officer's Compensation
The compensation package entered into with Mr. Kidd is detailed in this
Proxy under the tables and descriptive paragraphs of the section entitled
Executive Compensation.
Mr. Kidd's base salary for 2001 was determined by the Compensation
Committee through an assessment of several areas, including the financial
results of the Corporation as compared with peer companies and his overall
performance as a leader of the Corporation. In determining compensation, the
financial results as compared with peer companies were given the most weight by
the Compensation Committee; overall performance as a leader was given
significant, but lesser, weight. In addition to these factors, the Compensation
Committee also reviewed information to determine if there were any overall
trends in the financial services industry regarding compensation of chief
executive officers that would suggest further adjustments to the amounts to be
paid to Mr. Kidd.
Based on these factors, the Compensation Committee established Mr. Kidd's
annual base salary at $200,000, an approximate 5.4% increase from his previous
base salary. In addition, Mr. Kidd earned incentive compensation consisting of a
$60,000 cash bonus accrued in 2001 and paid in January 2002 and was awarded
stock options for 6,500 shares of the Corporation's common stock. Mr. Kidd
declined the award of stock options.
-12-
Deductibility of Executive Compensation
The Compensation Committee has reviewed the qualifying compensation
regulations issued by the Treasury Department under Code Section 162(m) which
provide that no deduction is allowed for applicable employee remuneration paid
by a publicly held corporation to a covered employee if the remuneration paid to
the employee exceeds $1.0 million for the applicable taxable year, unless
certain conditions are met. Currently, remuneration is not expected to exceed
the $1.0 million base for any employee. Therefore, compensation should not be
affected by the qualifying compensation regulations.
The foregoing report has been respectfully furnished by the members of the
Compensation Committee, being:
Barry M. Dorsey, Chairman
William S. Siders
H. Grant Stephenson
-13-
PERFORMANCE GRAPH
Comparison of Cumulative Total Return
Among the Corporation, the Nasdaq Stock Market - U.S. Index, and
The SNL $500M -$1B Bank Asset-Size Index
The following Performance Graph compares the performance of the Corporation
with that of the Nasdaq Stock Market - U.S. Index and the SNL $500M-$1BM Bank
Asset-Size Index, each of which are published industry indices. The comparison
of the cumulative total return to shareholders for each of the periods assumes
that $100 was invested on December 31, 1996 in the Common Stock of the
Corporation and in the Nasdaq Stock Market - U.S. Index and the SNL $500M-$1BM
Bank Asset-Size Index and that all dividends were reinvested.
Oak Hill Financial, Inc.
[ GRAPHIC-CHART-PLOTTED POINTS LISTED BELOW ]
Period Ending
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Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
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Oak Hill Financial, Inc. 100.00 171.58 178.15 147.92 151.43 168.97
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
SNL $500M-$1B Bank Index 100.00 162.56 159.83 147.95 141.62 183.73
-14-
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
In accordance with its written charter, the Audit Committee (or the
"Committee") of the Board assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing, and
financial reporting practices of the Corporation. During the current year, the
Committee met nine times, including meetings with management and the independent
auditor to discuss the Corporation's quarterly financial statements prior to the
filing of its Quarterly Report on From 10-Q with the Securities and Exchange
Commission.
In discharging its oversight responsibility as to the audit process, the
Committee obtained from the independent auditor a formal written statement
describing all relationships between the auditor and the Corporation that might
bear on the auditor's independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditor any relationships that may impact its objectivity and independence.
The Corporation has been advised by Grant Thornton LLP that neither that firm
nor any of its associates has any relationship with the Corporation or its
subsidiaries other than the usual relationship that exists between an
independent auditor and clients. The Committee satisfied itself as to the
auditor's independence.
The Committee also discussed with management, the internal auditor and the
independent auditor the quality and adequacy of the Corporation's internal
controls and the internal audit functions' organization, responsibilities,
budget, and staffing. The Committee reviewed with both the independent and the
internal auditor their plans, audit scope, and identification of audit risks.
The Audit Committee discussed and reviewed with the internal and
independent auditors all communications required by generally accepted auditing
standards, including a discussion of the quality, not just the acceptability of
the accounting principles, the reasonableness of significant adjustments,
clarity of disclosures in the financial statements, and other matters described
in Statement on Auditing Standards No. 61, as amended, "Communication with Audit
Committees." With and without management present, the Committee discussed and
reviewed the results of the internal audit examinations and the results of the
independent auditor's examination of the financial statements.
The Audit Committee reviewed the audited financial statements of the
Corporation as of and for the fiscal year ended December 31, 2001 with
management and the independent auditor. Management has the responsibility for
the preparation of the Corporation's financial statements, and the independent
auditor has the responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditor, the Audit Committee recommended to the Board that the
Corporation's audited financial statements be included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 for filing with the
Securities and Exchange Commission. The Audit Committee and the Board have also
recommended the reappointment, subject to shareholder approval, of the
Corporation's independent auditor, Grant Thornton LLP.
Donald R. Seigneur, Chairman
C. Clayton Johnson
William S. Siders
-15-
PRINCIPAL ACCOUNTING FIRM FEES
Audit Fees
Grant Thornton fees for the calendar year 2001 audit of the Corporation's
consolidated financial statements and the reviews of Quarterly Reports on Form
10-Q were $77,945 of which $56,910 had been billed through December 31, 2001.
Financial Information Systems Design and Implementation Fees
Grant Thornton LLP did not render any services to the Corporation in 2001
with respect to the above captioned services.
All Other Fees
Aggregate fees billed for all other services rendered by Grant Thornton LLP
during the year ended December 31, 2001 were $83,679. These services included:
o assistance with Securities and Exchange Commission filings;
o accounting technical advice;
o income tax consulting and return preparation;
o employee benefit plans and statutory audits; and
o other sundry services
In determining whether to appoint Grant Thornton LLP as the Corporation's
independent auditor, the Audit Committee considered whether the provision of
services, other than audit services, is compatible with maintaining the
principal accountant's independence.
APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors has appointed Grant Thornton LLP as the independent
auditor for the Corporation and its subsidiaries for the fiscal year ending
December 31, 2002. Although not required, the Board of Directors is submitting
its selection to the shareholders of the Corporation for ratification. Grant
Thornton LLP has served as independent auditor for the Corporation and its
subsidiaries during the past year. The Board of Directors believes that the
reappointment of Grant Thornton LLP for the fiscal year ending December 31, 2002
is appropriate because of the firm's reputation, qualifications, and experience.
The Board of Directors will reconsider the appointment of Grant Thornton LLP if
its election is not ratified by the shareholders.
Management expects that representatives of Grant Thornton LLP will be
present at the Annual Meeting, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
The affirmative vote of a majority of the votes entitled to be cast by the
holders of the Corporation's common stock present in person or represented by
proxy at the Annual Meeting is required for ratification.
The Board of Directors recommends a vote FOR this proposal. Unless a contrary
choice is specified, proxies solicited by the Board of Directors will be voted
for the proposal.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Currently, Messrs. Dorsey, Siders and Stephenson, who are not employees of
the Corporation, are members of the Compensation Committee. Effective July 1,
2000, Evan E. Davis, a director and Chairman of the Corporation, serves on the
Executive Committee of the Board of Trustees (the "Executive Committee") of the
University of Rio Grande (the "University") of which Mr. Dorsey is the
President. The Executive Committee of the University acts on matters involving
Mr. Dorsey's compensation.
Transactions with Directors and Officers
Some of the officers and directors of the Corporation and the companies
with which they are associated are customers of Oak Hill or Towne. The loans to
such officers and directors (a) were made in the ordinary course of business,
(b) were made on substantially the same terms, including interest rates and
nature of collateral, as those prevailing at the time for comparable
transactions with other persons, and (c) did not involve more than the normal
risk of collectibility or present other unfavorable features.
Oak Hill and Towne have had, and expect to have in the future, banking
transactions in the ordinary course of business with directors, officers,
principal shareholders, and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others.
Miscellaneous
H. Grant Stephenson, a director of the Corporation, is a Partner in the law
firm of Porter, Wright, Morris & Arthur, which provides legal services to the
Corporation. C. Clayton Johnson, a director of the Corporation, is President and
co-owner of the law firm of Johnson & Oliver, which provides legal services to
the Corporation.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and greater than 10% shareholders, to
file reports of ownership and changes in ownership of the Corporation's
securities with the Securities and Exchange Commission. Copies of the reports
are required by SEC regulation to be furnished to the Corporation.
Based solely on the Corporation's review of the copies of such reports, the
Corporation believes that all its officers, directors, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 2001.
SHAREHOLDER PROPOSALS
If an eligible shareholder wishes to present a proposal for action at the
next Annual Meeting of the Corporation to be held in 2003, it shall be presented
to management by certified mail, written receipt requested, not later than
November 8, 2002, for inclusion in the Corporation's Proxy Statement and form of
Proxy relating to that meeting. Any such proposal must comply with Rule 14a-8
promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Proposals should be sent to
Oak Hill Financial, Inc., Attention: David G. Ratz, Chief Operating Officer,
14621 State Route 93, Jackson, Ohio 45640. Any shareholder proposal submitted
outside the processes of Rule 14a-8 under the 1934 Act for presentation to the
Corporation's 2003 Annual Meeting of Shareholders will be considered untimely
for purposes of Rule 14a-4 and 14a-5 if notice thereof is received by the
Corporation after January 22, 2003.
-17-
ANNUAL REPORT
The Corporation's Annual Report for the year ended December 31, 2001 is
being mailed to each shareholder with this Proxy Statement.
The Corporation files annually with the Securities and Exchange Commission
an Annual Report on Form 10-K. This report includes financial statements and
schedules thereto. A SHAREHOLDER OF THE CORPORATION MAY OBTAIN A COPY OF THE
ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 WITHOUT CHARGE BY
SUBMITTING A WRITTEN REQUEST THEREFORE TO THE FOLLOWING ADDRESS:
Oak Hill Financial, Inc.
Attention: David G. Ratz
14621 State Route 93
Jackson, Ohio 45640.
OTHER MATTERS
Management and the Board of Directors of the Corporation know of no
business to be brought before the Annual Meeting other than as set forth in this
Proxy Statement. However, if any matters other than those referred to in this
Proxy Statement should properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy on such
matters in accordance with their best judgment.
EXPENSES
The expense of proxy solicitation will be borne by the Corporation. Proxies
will be solicited by mail and may be solicited, for no additional compensation,
by some of the officers, directors and employees of the Corporation or its
subsidiaries, by telephone, telegraph or in person. Brokerage houses and other
custodians, nominees and fiduciaries may be requested to forward soliciting
material to the beneficial owners of shares of the Corporation and will be
reimbursed for their related expenses.
-18-
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
OAK HILL FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 9, 2002
The undersigned hereby appoints H. Tim Bichsel and Ron J. Copher with full
power of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of common stock of the Corporation which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the Meeting), to be held
on April 9, 2002 at the Ohio State University Extension South District Office,
17 Standpipe Road, Jackson, Ohio at 1:00 p.m., local time, and at any
adjournments thereof, as follows:
1. The election as directors of all nominees listed below:
With- For All
[ ] For [ ] hold [ ] Except
Barry M. Dorsey, Donald R. Seigneur, William S. Siders,
H. Grant Stephenson
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For
All Except and write that nominees name in the space provided below.
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2. The ratification of the appointment of Grant Thornton LLP as independent
auditor of the Corporation for the fiscal year ending December 31, 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present to vote at the Meeting or at any
adjournment thereof, and after notification to the Secretary of the Corporation
at the Meeting of the shareholders decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
Please be sure to sign and date
this Proxy in the box below.
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Date
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Stockholder sign above
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Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
OAK HILL FINANCIAL, INC.
The above signed acknowledges receipt from the Corporation, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated February 21, 2002, and the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 2001.
Please sign exactly as your name appears on this card. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
HAS YOUR ADDRESS CHANGED?
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