OAK HILL FINANCIAL, INC.
14621 State Route 93
Jackson, Ohio 45640
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
To Be Held April 8, 2003
Jackson, Ohio
February 26, 2003
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 8, 2003 at
1:00 p.m., local time, for the following purposes:
1. To elect the following six Directors for terms expiring in 2005
(Class I), as successors to the class of Directors whose terms
expire in 2004: Ralph E. Coffman, Jr., Evan E. Davis, John D. Kidd,
D. Bruce Knox, Richard P. LeGrand, and Neil S. Strawser.
2. To ratify the appointment of the firm of Grant Thornton LLP to serve
as independent auditor for the Corporation for the year 2003.
3. To consider and act upon such other matters as may properly come
before the Annual Meeting or any adjournment thereof.
On February 26, 2003, there were 5,431,941 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 26, 2003, 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 8, 2003 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 10, 2003.
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 26, 2003, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 5,431,941 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 7, 2003, 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 925,987(4) 17.04%
John D. Kidd 582,224(4)(5)(6)(7) 10.70%
D. Bruce Knox 354,608(4)(5) 6.50%
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(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 7, 2003 plus the number of shares such person has
the right to acquire within 60 days of February 7, 2003.
- 3 -
(4) Includes 16,375 shares which could be acquired by Mr. Davis, 23,375 shares
which could be acquired by Mr. Kidd, and 41,625 shares which could be
acquired by Mr. Knox under stock options exercisable within 60 days of
February 7, 2003. 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 a total of 3,600 restricted shares held in escrow for Messrs.
Coffman, Copher and Hinsch for which Mr. Kidd, as the Escrow Agent,
exercises sole voting power on behalf of the Corporation during the
restricted period ending on December 19, 2005.
(7) 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 7, 2003, 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, Director 925,987(3) 17.04%
John D. Kidd, Chairman, Chief Executive Officer and
Director 582,224(3)(4)(6)(7) 10.70%
Ralph E. Coffman, Jr., President, Chief
Administrative Officer and Director 31,185(3)(6) *
Richard P. LeGrand, Executive Vice President and
Director 19,364(3)(6) *
David G. Ratz, Executive Vice President and
Chief Operating Officer 38,290(3)(6)(7) *
Scott J. Hinsch, Jr., Vice President 20,581(3)(6) *
H. Tim Bichsel, Secretary 38,919(3)(6) *
Ron J. Copher, Chief Financial Officer and Treasurer 30,855(3)(6)(7) *
D. Bruce Knox, Chief Information Officer and Director 354,608(3)(5)(6) 6.50%
Candice R. DeClark-Peace, Director 1,000 *
Barry M. Dorsey, Ed.D., Director 24,100(3) *
Donald R. Seigneur, Director 21,750(3) *
William S. Siders, Director 78,661 1.45%
H. Grant Stephenson, Director 20,450(3) *
Neil S. Strawser, Director 66,798 1.23%
Donald P. Wood, Director 1,300(3) *
All Directors and executive officers
as a group (16 persons) 2,256,072(8) 39.70%
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(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 7, 2003. Unless otherwise
indicated, voting power and investment power are exercised solely by the
person named above or shared with members of his household.
(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 7, 2003 plus the number of shares such person has
the right to acquire within 60 days of February 7, 2003. An "*" indicates
less than one percent (1%).
(3) Includes 16,375 shares which could be acquired by Mr. Davis, 23,375 shares
which could be acquired by Mr. Kidd, 29,325 shares which could be acquired
by Mr. Coffman, 5,500 shares which could be acquired by Mr. LeGrand,
34,000 shares which could be acquired by Mr. Ratz, 20,000 shares which
could be acquired by Mr. Hinsch, 21,250 shares which could be acquired by
Mr. Bichsel, 24,000 shares which could be acquired by Mr. Copher, 41,625
shares which could be acquired by Mr. Knox, 16,750 shares which could be
acquired by Messrs. Dorsey and Stephenson, 14,250 shares which could be
acquired by Mr. Seigneur and 1,500 shares which could be acquired by Mr.
Siders under stock options exercisable within 60 days of February 7, 2003.
(4) Includes a total of 3,600 restricted shares held in escrow for Messrs.
Coffman, Copher and Hinsch for which Mr. Kidd, as the Escrow Agent,
exercises sole voting power on behalf of the Corporation during the
restricted period ending on December 19, 2005.
(5) Also includes 258,862 shares held by a Trust as to which Mr. Knox is a
Trustee and partial beneficiary.
(6) Includes shares acquired pursuant to the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which investment power is exercised.
(7) 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.
(8) Includes 264,700 shares which may be purchased under stock options
exercisable within 60 days of February 7, 2003.
ELECTION OF DIRECTORS
The Board of Directors has nominated six persons for a two-year term
(Class I). The terms of the remaining Directors in Class II will continue as
indicated below. The accompanying proxy will be voted for the election of those
six persons named under Class I 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 I Director.
Position with Corporation and/or Principal Occupation or
Name and Age Employment For the Last Five Years Director Since
------------ ---------------------------------- --------------
Nominees - Terms
Expire in 2005 (Class I):
Ralph E. Coffman, Jr., 51 President and Chief Administrative Officer of the 2002
Corporation since December 2002. He served as Vice
President of the Corporation from June 1999 through
November 2002. He served as President and Chief Executive
Officer and Director of Towne Bank ("Towne") from October
1999 through November 2002. Mr. Coffman served as
Executive Vice President of Oak Hill Banks ("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 Hill.
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Evan E. Davis, 69 Chairman of the Corporation since its formation in 1981 1981
through November 2002. He served as President of the
Corporation from 1981 to June 1995. He has also served as
Chairman of Oak Hill Banks since December 2002. Mr.
Davis' family founded Oak Hill in 1902, and Mr. Davis has
served as Director of the Bank since 1957.
John D. Kidd, 62 Chairman of the Corporation since December 2002, and 1981
Chief Executive Officer since 1981. Mr. Kidd served as
President of the Corporation from June 1995 through
November 2002 and Executive Vice President from 1981 to
June 1995. He has served as President of Oak Hill from
October 1991 to September 1997 and as Chairman of Oak
Hill from October 1997 through November 2002. Mr. Kidd
joined Oak Hill in 1970 as Director, Chief Executive
Officer and Executive Vice President. Mr. Kidd served as
a Director of Towne from October 1999 through November
2002.
D. Bruce Knox, 42 Chief Information Officer of the Corporation since 1997
January 2000. Executive Vice President of Oak Hill from
July 1998 to December 1999, and Senior Vice President of
Oak Hill from October 1997 to June 1998. He served as
President and a Director of Unity Savings Bank ("Unity")
from January 1996 until the merger into Oak Hill in
October 1997. He served as Executive Vice President of
Unity and its successor, Oak Hill, from January 1989 to
December 1995. He also served as a Director of Oak Hill
from October 1997 to November 2001.
Richard P. LeGrand, 62 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 from October 1997 through December
2001.
Neil S. Strawser, 60 Co-founder and owner of Parrott & Strawser Properties, 2002
Inc., a land development and building firm, Cincinnati,
Ohio, since 1980. Mr. Strawser has served as the Director
of Strawser Funeral Home, Inc. since 1974. He served as a
Director of The Blue Ash Building & Loan Association
("Blue Ash") and its successor, Towne, from 1976 through
November 2002.
- 6 -
Continuing Directors -
Terms Expire in 2004
(Class II):
Candice R. DeClark-Peace, 50 Partner in the public accounting firm of Clark, Schaefer, 2002
Hackett & Company, Dayton, Ohio, since 1978. She served
as a Director of Towne from May 2002 through November
2002.
Barry M. Dorsey, Ed.D., 60 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, 51 Partner in the public accounting firm of Whited Seigneur 1995
Sams & Rahe, CPAs, Chillicothe, Ohio, since 1979.
William S. Siders, 55 Current Chairman and a Director of Shriners Hospital for 2001
Children, Cincinnati Burns Hospital in Cincinnati, Ohio.
Mr. Siders has also served as President of Siders
Investments since 2000. He served as Director of Towne
from October 1999 through November 2002. He served as
Chief Executive Officer and Director of Blue Ash from
1982 through September 1999 until its acquisition in
October 1999. He served in several positions with Hunter
Savings Association from 1970 through 1982.
H. Grant Stephenson, 53 Partner in the law firm of Porter Wright Morris & Arthur 1995
LLP, Columbus, Ohio, since 1986.
Donald P. Wood, 58 Chairman and Chief Executive Officer of Don Wood, Inc., 2002
Don Wood Ford Lincoln, Mercury, Inc., Don Wood
Automotive, LLC, and other related automobile dealerships
in Athens and Hocking counties, Ohio, since 1985. He has
also served in several positions with Banc Ohio National
Bank and Florida National Bank from 1969 to 1985.
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
During 2002, 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, except Mr. Coffman, Mr. Strawser and Ms. DeClark-Peace,
who joined the Board of Directors in December 2002.
Each non-employee Director received $500 per meeting attended as a
Director of the Corporation through November 2002. Beginning in December 2002,
Directors receive $2000 per meeting attended. 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: Governance
Committee and Audit Committee.
- 7 -
The Governance Committee (the "Committee") makes recommendations to the
Board of Directors of the Corporation (the "Board") with respect to the
compensation of the executive officers of the Corporation and with respect to
the grant of stock options and restricted stock and reviews and recommends to
the Board the appropriate oversight mandates and the structure and composition
of the Board and the Boards of Directors of each of the Corporation's
subsidiaries. The Committee assumes responsibility for planning for the
succession of Directors and recommends Director nominees for each board to the
Board. In so doing, the Committee recommends to the Board the size of the Board,
as well as its membership mix and the process for the selection of independent
Directors, and makes similar recommendations for each of the boards of the
Corporation's subsidiaries. In addition, the Committee assumes the overall
responsibility for periodic assessment of the Corporation's governance program
and assumes 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 Committee is also responsible for the Chief
Executive Officer's performance evaluation and for management succession
planning. The Committee assesses the appropriateness of shareholder proposals
for inclusion in the proxy materials. The members of the Committee are Mr.
Stephenson, who serves as Chairman, and Messrs. Dorsey and Strawser. John D.
Kidd, Chairman and Chief Executive Officer of the Corporation, attends all
committee meetings as an ex-officio member. The Committee held seven meetings
during the last fiscal year, and all current members, with the exception of Mr.
Strawser who joined the Board in December 2002, attended. Committee members
received $500 for attending each committee meeting through November 2002.
Beginning in December 2002, Committee members receive $2,000 per committee
meeting attended. The report of the Committee with respect to the year 2002
begins on page 13 herein.
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
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 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. Seigneur, who serves as Chairman, and
Messrs. Siders and
- 8 -
Wood. 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 eight meetings during the last fiscal year, including
three meetings with management and the independent auditor to discuss the
Corporation's quarterly financial statements prior to the filing of its
Quarterly Report on Forms 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 Forms 10-Q and $500 per meeting
otherwise through November 2002. Beginning in December 2002, Directors serving
on such committee receive $750 per committee meeting attended in connection with
the Quarterly Report on Forms 10-Q and $2,000 per committee meeting otherwise.
The report of the Audit Committee with respect to the year 2002 begins on page
17 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 John D. Kidd,
Chairman of the Board and Chief Executive Officer, Ralph E. Coffman, Jr.,
President and Chief Administrative 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 62, 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.
Ron J. Copher, age 45, 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.
Scott J. Hinsch, Jr., age 51, has served as Vice President of the
Corporation since January 2002. He has served as President and Chief Executive
Officer of Oak Hill since January 2002. He served as Chief Operating Officer of
Oak Hill from January 2001 to December 2001. From April 1999 to December 2000,
he served as Executive Vice President and Branch Administrator of Oak Hill.
Prior to coming to Oak Hill, he served as Regional President for the former Star
Bank and as President of the former Commercial & Savings Bank, Gallipolis, Ohio.
David G. Ratz, age 45, 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.
- 9 -
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
Compensation
Annual Compensation Awards
-------------------------------------------------------------------------------------------
(f) (g)
(e) Restricted Securities (i)
(a) (b) (c) (d) Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus(1) Compensation(2) Awards(3) Options(4) Compensation(5)
--------------------------- ---- ------ -------- --------------- ---------- ---------- ---------------
JOHN D. KIDD 2002 $204,584 $89,400 $3,789 -- -- $12,432
Chairman and Chief 2001 $194,497 $60,000 -- -- -- $12,309
Executive Officer 2000 $189,840 -- -- -- -- $10,568
RALPH E. COFFMAN, JR 2002 $148,719 $67,400 $5,324 $25,500 -- $66,360
President and Chief 2001 $133,455 $21,750 -- -- 4,900 $ 9,350
Administrative Officer 2000 $123,602 $15,000 -- -- 6,000 $ 8,325
SCOTT J. HINSCH, JR 2002 $145,780 $67,400 $4,787 $25,500 -- $11,318
Vice President 2001 $120,163 $29,559 -- -- -- $ 7,810
2000 $ 92,565 $21,500 $ 685 -- 5,000 $ 5,045
DAVID G. RATZ 2002 $129,417 $51,600 -- -- -- $10,163
Executive Vice President and Chief 2001 $108,300 $33,165 -- -- 4,500 $ 7,062
Operating Officer 2000 98,400 $11,250 -- -- 5,000 $ 6,162
RON J. COPHER 2002 $125,750 $51,600 -- $25,500 -- $ 9,716
Chief Financial Officer and 2001 $120,218 $30,791 -- -- 4,500 $ 8,146
Treasurer 2000 $116,313 $11,250 -- -- 5,000 $10,568
- --------------------------------------------------------------------------------
(1) Bonus for 2002 was accrued in 2002 and paid in January 2003. Bonus for
2001 was accrued in 2001 and paid in January 2002.
(2) Includes amounts imputed for personal use of a company vehicle.
(3) Includes the dollar value of 1,200 restricted shares awarded to Messrs.
Coffman, Hinsch and Copher on December 19, 2002 at the $21.25 closing
price as of the preceding business day. The grants vest 100% on December
19, 2005.
(4) All shares are subject to options granted under the 1995 Stock Option
Plan.
(5) Includes 401(k) matching and profit sharing contributions to the Oak Hill
Financial, Inc. 401(k) & Profit Sharing Plan for the fiscal years shown.
Also includes $54,378 paid to Mr. Coffman as reimbursement of his
relocation expenses.
- 10 -
The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the year ended December 31,
2002.
Options/SAR Grants in Last Fiscal Year(1)
Individual Grants
------------------------------------------------------ Potential Realizable Value
% of Total At Assumed Annual Rates
Number of Options Of Stock Price Appreciation
Securities Granted To Exercise For Option Term(2)
Underlying Employees In Price Expiration -----------------------------
Name Options Fiscal Year ($/Share) Date 0%($) 5%($) 10%($)
- ---------------------------------------------------------------------------------------------------------------------------------
JOHN D. KIDD
Chairman and Chief
Executive Officer -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
RALPH E. COFFMAN, JR
President and Chief
Administrative Officer -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
SCOTT J. HINSCH, JR
Vice President -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
DAVID G. RATZ
Executive Vice President and
Chief Operating Officer -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
RON J. COPHER
Chief Financial Officer and
Treasurer -- -- -- -- -- -- --
- ----------
(1) No options were granted in 2002.
(2) The amounts under the columns labeled "5%($)" 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.
- 11 -
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 ($)(1)
Shares
Acquired Value
Name On Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
JOHN D. KIDD
Chairman and Chief
Executive Officer -- -- 23,375 -- $ 94,469 --
RALPH E. COFFMAN, JR
President and Chief
Administrative Officer -- -- 29,325 2,450 $155,898 $15,482
SCOTT J. HINSCH, JR
Vice President -- -- 20,000 -- $ 91,130 --
DAVID G. RATZ
Executive Vice President and
Chief Operating Officer 5,000 $69,235 34,000 2,250 $232,990 $14,218
RON J. COPHER
Chief Financial Officer and
Treasurer 500 $ 1,825 24,500 2,250 $108,100 $14,218
- --------------------------------------------------------------------------------
(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, 2002 was $21.369.
An option is in-the-money if the fair market value of the underlying
shares exceeds the exercise price of the option.
Equity Compensation Plan Information
The following table presents information as of February 7, 2003, with
respect to the shares of the Company's Common Stock that may be issued under the
Company's existing equity compensation plan.
(a) (b) (c)
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Number of Securities Remaining
Available for Future Issuance
Number of Securities to be Weighted Average Under Equity Compensation
Issued upon Exercise of Exercise Price of Plans (Excluding Securities
Plan Category Outstanding Options Outstanding Options Reflected in Column (a))
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Equity compensation plans
approved by shareholders(1) 665,367 $15.61 261,249
Equity compensation plans
not approved by shareholders -- -- --
------- -------
Total 665,367 $15.61 261,249
======= =======
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(1) Consists of the 1995 Stock Option Plan.
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REPORT OF THE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS REGARDING COMPENSATION
Philosophy and Composition of the 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 Governance Committee (the "Committee") and
approved by the Board of Directors. In addition, long-term stock-based incentive
awards may be 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
Committee, composed entirely of non-employee Directors of the Corporation: H.
Grant Stephenson, who serves as Chairman, Barry M. Dorsey and Neil S. Strawser.
During 2002, the Board of Directors undertook to reorganize the Committee,
assigning to it additional functions and responsibilities which included
responsibility for the development, evaluation and nomination of members of the
Board of Directors, review of significant governance policies, administration of
the executive compensation program, and evaluation of the Corporation's Chief
Executive Officer.
Pursuant to a delegation of authority from the Board of Directors, the
Committee has the authority and responsibility to determine and administer the
Corporation's officer compensation policies, to review the salaries of executive
officers, to review the formula for bonus awards to executive officers, to
approve the grant of stock options to executive officers and other key employees
under the Corporation's 1995 Stock Option Plan, and to approve other executive
compensation. In general, the philosophy of the 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 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
Management is responsible for the establishment of the base salary, as
well as a formula for the award level for the annual bonus compensation program,
both subject to approval by the Committee. The Committee is also responsible for
the award level and administration of the stock option program 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 Committee takes into account the views of the
Management of the Corporation.
The 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 Committee reviews the compensation
policies of other banking companies, as well as published surveys of salaries in
the financial industry. The 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 on page 16).
Components of the Named Executive Officer Compensation
For 2002, the executive compensation program for the Named Executive
Officers in this Proxy, Messrs. Kidd, Coffman, Hinsch, Ratz and Copher (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.
- 13 -
Base Salary. Until January 2003, the Corporation employed a calendar year
compensation program in which 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. Beginning with calendar year 2003, the
review was conducted in January with salary increases for the twelve month
period beginning February 1. 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
earnings, sales and revenue goals, and cost containment.
The Named Executive Officer's base salary is then established by
Management and reviewed 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. In 2002, incentive compensation included: the
award of cash bonuses and grants of restricted stock. The participants and
awards under the Corporation's incentive plans are determined by Management
subject to approval by the Committee.
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 at the beginning of each year.
Each year, a plan for performance targets focused upon the net operating income
("NOI") of the Corporation has been established by Management. Targets are set
for individual performance goals. In confirming awards made under the Plan, the
Committee has the discretion to consider these goals and other factors related
to the individual performance of the Named Executive Officer. All incentive
bonus awards under the plan are paid in cash. The bonuses accrued in 2002 and
paid in January 2003 were based upon the Corporation's 2002 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. No stock options were awarded for performance
during 2002 based on the recommendation of Management in light of, among other
factors, the number of the Corporation's outstanding options relative to other
similarly-situated financial service organizations.
Restricted Stock. At the recommendation of Management, the Committee
confirmed three grants of restricted stock for exemplary performance. Each award
reflects a significant specific contribution by the individual officer during
calendar year 2002. The restricted stock awards are described in this Proxy in
the section entitled Executive Compensation.
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 2002 was determined by the 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 Committee; overall performance
as a leader was given significant, but lesser, weight. In addition to these
factors, the 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 Committee established Mr. Kidd's annual base
salary at $210,000, an approximate 5% increase from his previous base salary. In
addition, Mr. Kidd earned incentive compensation consisting of an $89,400 cash
bonus accrued in 2002 and paid in January 2003.
- 14 -
Deductibility of Executive Compensation
The 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 submitted by the members of the
Committee, being:
H. Grant Stephenson, Chairman
Barry M. Dorsey
Neil S. Strawser
- 15 -
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, 1997 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.
[LINE GRAPH OMITTED]
Period Ending
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Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
- --------------------------------------------------------------------------------------------------------------------
Oak Hill Financial, Inc. 100.00 103.83 86.21 88.26 98.48 136.65
NASDAQ - Total US* 100.00 140.99 261.48 157.42 124.89 86.33
SNL $500M-$1B Bank Index 100.00 98.32 91.02 87.12 113.02 144.30
- 16 -
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 eight 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 Forms 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," and 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, 2002 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, 2002 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
William S. Siders
Donald P. Wood
- 17 -
PRINCIPAL ACCOUNTING FIRM FEES
Audit Fees
Grant Thornton fees for the calendar year 2002 audit of the Corporation's
consolidated financial statements and the reviews of Quarterly Report on Forms
10-Q were $71,050 of which $44,250 had been billed through December 31, 2002.
Financial Information Systems Design and Implementation Fees
Grant Thornton LLP did not render any services to the Corporation in 2002
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, 2002 were $53,310. 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, 2003. 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, 2003
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.
- 18 -
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Currently, Messrs. Dorsey, Stephenson and Strawser, who are not employees
of the Corporation, are members of the Governance Committee. Effective July 1,
2000, Evan E. Davis, a Director 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; therefore, in order to comply with NASDAQ Rule 4200 dealing with a
Director's independence from management, Mr. Davis has agreed to recuse himself
from all questions concerning Mr. Dorsey's compensation and performance and to
not serve on the Presidential Review Committee of the University. A resolution
to this effect is memorialized in the minutes of the Executive Committee of the
Board of Directors of the University and shall be made available to management
of the Corporation or to the officials of the NASDAQ Stock Market, Inc., upon
request.
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. 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 has had, and expects 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 LLP, 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 2002.
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 2004, it shall be presented
to management by certified mail, written receipt requested, not later than
November 11, 2003, 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 2004 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 25, 2004.
- 19 -
ANNUAL REPORT
The Corporation's Annual Report for the year ended December 31, 2002 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.
- 20 -
REVOCABLE PROXY
OAK HILL FINANCIAL, INC.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of SHAREholders
APRIL 8, 2003
With- For All
For hold Except
1. The election as directors of all nominees listed below:
Ralph E. Coffman, Jr., Evan E. Davis, John D. Kidd,
D. Bruce Knox, Richard P. LeGrand, Neil S. Strawser
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
For Against Abstain
2. The ratification of the appointment of Grant Thornton LLP as independent
auditor of the Corporation for the fiscal year ending December 31, 2003.
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 shareholder's 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.
Stockholder sign above
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 26, 2003, and the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 2002. 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
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