0000950152-07-005948 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • July 20th, 2007 • Oak Hill Financial Inc • State commercial banks • Ohio

THIS AMENDMENT NO. 3, dated as of July 19, 2007 (“Amendment No. 3”), to the Rights Agreement (the “Rights Agreement”), dated as of January 23, 1998, between Oak Hill Financial, Inc., an Ohio corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation, as successor to The Fifth Third Bank, as Rights Agent (the “Rights Agent”), as amended by Substitution of Successor Rights Agreement and Amendment No. 1 to Rights Agreement, dated as of December 26, 2000, between the Company and the Rights Agent, and as amended by Amendment No. 2 to Rights Agreement, dated as of September 19, 2006, between the Company and the Rights Agent.

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