Exhibit 2
SUBSTITUTION OF SUCCESSOR RIGHTS AGREEMENT
AND AMENDMENT NO. 1 TO RIGHTS AGREEMENT
WHEREAS, as of January 23, 1998, Oak Hill Financial, Inc., an Ohio
corporation (the "Company"), and The Fifth Third Bank, an Ohio banking
association ("Fifth Third"), entered into a Rights Agreement (the "Rights
Agreement"); and
WHEREAS, pursuant to Section 22 of the Rights Agreement, Fifth Third has
resigned as Rights Agent under the Rights Agreement effective as of December 26,
2000; and
WHEREAS, the Corporation has appointed Registrar and Transfer Company, a
New Jersey corporation with its principal place of business at 00 Xxxxxxxx
Xxxxx, Xxxxxxxx, XX 00000 ("RTC"), as successor Rights Agent under the Rights
Agreement, and RTC has agreed to accept such appointment, as of December 26,
2000;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Successor Rights Agent. Effective as of December 26, 2000, RTC
shall serve as Rights Agent under the Rights Agreement, as successor to Fifth
Third, and from and after that date shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent as of January 23, 1998, without further act or deed. Notices to RTC with
respect to its responsibilities under the Rights Agreement shall be mailed to:
Registrar and Transfer Company
00 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Attn.: Xxxxxxx X. Tatler
Section 2. Amendment to Section 2. RTC and the Company hereby agree that
from and after December 26, 2000, Section 2 of the Rights Agreement shall be
amended to read in its entirety as follows:
"Section 2 Appointment of Rights Agent. The Company hereby appoints
Registrar and Transfer Company as the Rights Agent to act as agent for the
Company and the holders of the Rights (who prior to the Distribution Date
shall also be the holders of the Common Shares) in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint one or more
co-Rights Agents as it may deem necessary or desirable (the term "Rights
Agent" being used herein to refer, collectively, to the Rights Agent
together with any such co-Rights Agents). In the event the Company appoints
one or more co-Rights Agents, the respective duties of the Rights Agent and
any co-Rights Agents shall be as the Company shall determine."
Section 3. Amendment to Section 3(d).RTC and the Company hereby agree
that from and after December 26, 2000, Section 3(d) of the Rights Agreement
shall be amended to read in its entirety as follows:
"(d) Certificates issued for Common Shares after the Record Date
(including, without limitation, upon transfer or exchange of
outstanding Common Shares), but prior to the earliest of the
Distribution Date, the Redemption Date and the Expiration Date, shall
have printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement dated
as of January 23, 1998, and as amended December 26, 2000, and as
it may be further amended from time to time (the "Rights
Agreement"), between Oak Hill Financial, Inc. (the "Company") and
Registrar and Transfer Company, as Rights Agent, the terms of
which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of the
Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates
and will no longer be evidenced by this certificate. The Company
will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request
therefor. Rights beneficially owned by Acquiring Persons or their
Affiliates or Associates (as such terms are defined in the Rights
Agreement) and by any subsequent holder of such Rights are null
and void.
With respect to such certificates containing the foregoing legend,
until the earliest of the Distribution Date, the Redemption Date and
the Expiration Date, the Rights associated with the Common Shares
represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby."
Section 4. Amendment to Rights Agent's Principal Office. RTC and the
Company hereby agree that from and after December 26, 2000, those sections
of the Rights Agreement referring to the principal offices of the Rights
Agent as Xxxxxxx, Ohio, shall be, in each and every case, amended to
designate the principal offices of the Rights Agent as Cranford, New
Jersey.
Section 5. Amendment to Section 22. RTC and the Company hereby agree
that from and after December 26, 2000, Section 22 of the Rights Agreement
shall be amended by deleting the fifth sentence thereof and in its place
substituting the following sentence to read in its entirety as follows:
"Any successor Rights Agent, whether appointed by the Company
or by such a court, shall be a corporation organized, doing business
and in good standing under the laws of the United States (or of any
state of the United States so long as such corporation is authorized to
conduct a stock transfer or corporate trust business in the State of
Ohio, the State of New York or the State of New Jersey), which is
authorized under such laws to exercise stock transfer or corporate
trust powers, is subject to supervision or examination by Federal or
state authority and is registered as a Transfer Agent in accordance
with the applicable provisions of the Securities Exchange Act of 1934,
as amended."
IN WITNESS WHEREOF, RTC and the Corporation have executed this
agreement as of the 26th day of December, 2000.
REGISTRAR AND TRANSFER COMPANY
By:/s/ Xxxxxxx X. Tatler
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Xxxxxxx X. Tatler, Vice President
OAK HILL FINANCIAL, INC.
By:/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Chairman of the Board and
Chief Executive Officer
