Exhibit 24
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Oak Hill
financial, Inc., an Ohio corporation (the "Company"), hereby appoints John D.
Kidd and H. Grant Stephenson, as his true and lawful attorneys-in-fact, or any
of them, with power to act without the others, as his true and lawful
attorney-in-fact, in his name and on his behalf, and in any and all capacities
stated below, to sign and to cause to be filed with the Securities and Exchange
Commission the Company's Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, an
additional 400,000 shares of Common Stock, without par value, of the Company to
be sold and distributed by the Company pursuant to the Company's Fourth Amended
and Restated 1995 Stock Option Plan (the "Plan") and such other number of shares
as may be issued under the anti-dilution provisions of the Plan, and any and all
amendments, including post-effective amendments, to the Registration Statement,
hereby granting unto such attorneys-in-fact, and to each of them, full power and
authority to do and perform in the name and on behalf of the undersigned, in any
and all such capacities, every act and thing whatsoever necessary to be done in
and about the premises as fully as the undersigned could or might do in person,
hereby granting to each such attorney-in-fact full power of substitution and
revocation, and hereby ratifying all that any such attorney-in-fact or his
substitute may do by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of July
2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Evan E. Davis Chairman of the Board of Directors
-----------------------------------
Evan E. Davis
/s/ John D. Kidd President, Chief Executive Officer, and
----------------------------------- Director (Principal Executive Officer)
John D. Kidd
/s/ Richard P. LeGrand Executive Vice President and Director
-----------------------------------
Richard P. LeGrand
/s/ H. Tim Bichsel Secretary/Treasurer and Chief Operations Officer
----------------------------------- (Principal Financial and Accounting Officer)
H. Tim Bichsel
/s/ Ron J. Copher Chief Financial Officer
-----------------------------------
Ron J. Copher
/s/ Barry M. Dorsey Director
-----------------------------------
Barry M. Dorsey
/s/ C. Clayton Johnson Director
-----------------------------------
C. Clayton Johnson
/s/ Rick A. McNelly Director
-----------------------------------
Rick A. McNelly
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Donald R. Seigneur Director
-----------------------------------
Donald R. Seigneur
/s/ D. Bruce Knox Director
-----------------------------------
D. Bruce Knox
/s/ H. Grant Stephenson Director
-----------------------------------
H. Grant Stephenson
</TABLE>
