Exhibit
      4.1





**AMENDMENT
      NO. 2 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 (as amended, the “Rights Agreement”).





WHEREAS,
      pursuant to a Substitution of Successor Rights Agent and Amendment No. 1 to
      Rights Agreement, between the Company and Registrar and Transfer Company
      (“RTC”), effective as of December 26, 2000, the Rights Agreement was amended to
      appoint RTC as successor Rights Agent under the Rights Agreement due to the
      resignation of The Fifth Third Bank as Rights Agent.





WHEREAS,
      the Company and RTC desire to further amend the Rights Agreement.





NOW,
      THEREFORE, in consideration of the promises and the mutual agreements herein
      set
      forth, the parties hereby agree as follows:





Section
      1.  Amendment
      with respect to Articles of Incorporation .
      The
      Rights Agreement is hereby amended by deleting each instance of the words “Third
      Amended Articles of Incorporation” or “Third Amended and Restated Articles of
      Incorporation” and replacing them with the words “Fourth Amended and Restated
      Articles of Incorporation” in each instance. The Rights Agreement is hereby
      amended by deleting the entire Third Amended Articles and Restated Articles
      of
      Incorporation from Exhibit A and replacing them with the Company’s Fourth
      Amended and Restated Articles of Incorporation, which have been previously
      filed
      by the Company as Exhibit 3.1 to a Registration Statement on Form S-4 (File
      No.
      333-81645), which was filed by the Company on June 25, 1999, and is incorporated
      herein by reference.





Section
      2.  Amendment
      to Section 1(k) .
      Section
      1(k) of the Rights Agreement is hereby amended it in its entirety to read
“Reserved.”





Section
      3.  Amendment
      to Section 1(p) .
      Section
      1(p) of the Rights Agreement is hereby amended by deleting the words “January
      23, 2008” and replacing them with “September 18, 2016.”





Section
      4.  Amendment
      to Section 1(bb) and Section 4 .
      Section
      1(bb) and Section 4 of the Rights Agreement are hereby amended by deleting
      the
      words “Exhibit A” in each instance and replacing them with the words “Exhibit B”
in each instance.





Section
      5.  Amendment
      to Section 3(c) .
      Section
      3(c) of the Rights Agreement is hereby amended by deleting the words “Exhibit B”
and replacing them with the words “Exhibit C.”





Section
      6.  Amendment
      to Section 3(d) .
      Section
      3(d) of the Rights Agreement is hereby amended so that the legend contained
      therein is to read in its entirety as follows:




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
      on
      December 26, 2000 and September 19, 2006, 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 successor 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.





Section
      7.  Amendment
      to Section 11(e)(i) .
      Section
      11(e)(1) of the Rights Agreement is hereby amended in its entirety to read
      as
      follows.





Upon
      the
      occurrence of a Triggering Event, each holder of a Right, except as provided
      in
      Section 7(f) and below, shall thereafter have a right to receive, upon exercise
      thereof for the Purchase Price in accordance with the terms of this Rights
      Agreement, in lieu of the securities or other property otherwise purchasable
      upon such exercise, such number of Common Shares as shall equal the result
      obtained by multiplying the Purchase Price by a fraction, the numerator of
      which
      is the number of one one-hundredths of a Preferred Shares for which a Right
      is
      then exercisable and the denominator of which is 50% of the Market Value of
      the
      Common Shares on the date of the occurrence of such Triggering Event. The
      Company covenants and agrees to use its best efforts, if a Triggering Event
      has
      occurred, to:





(A)  prepare
      and file a registration statement under the Securities Act, on an appropriate
      form, with respect to the Common Shares purchasable upon exercise of the
      Rights;





(B)  cause
      such registration statement to become effective as soon as practicable after
      the
      occurrence of such Triggering Event;





(C)  cause
      such registration statement to remain effective (with a prospectus at all times
      meeting the requirements of the Securities Act) until the Expiration Date;
      and


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(D)  qualify
      or register the Common Shares purchasable upon exercise of the Rights under
      the
      blue sky or securities laws of such jurisdictions as may be necessary or
      appropriate as soon as practicable after the occurrence of such Triggering
      Event.





The
      Company may temporarily suspend, for a period of time not to exceed 90 calendar
      days after the occurrence of a Triggering Event, the exercisability of the
      Rights in order to prepare and file such registration statement and permit
      it to
      become effective; provided, however, that no such suspension shall remain
      effective, and the Rights shall, without any further action by the Company,
      become exercisable, immediately upon the effectiveness of such registration
      statement. Upon any such suspension, the Company shall issue a public
      announcement stating that the exercisability of the Rights has been temporarily
      suspended and shall issue a further public announcement at such time as the
      suspension is no longer in effect. Notwithstanding any provision of this Rights
      Agreement to the contrary, the Rights shall not be exercisable in any
      jurisdiction if the requisite qualification under the blue sky or securities
      laws of such jurisdiction shall not have been obtained or the exercise of the
      Rights shall not be permitted under applicable law.





Section
      8.  Amendment
      to Section 11(l) .
      Section
      11(l) of the Rights Agreement is hereby amended by deleting the words “Preferred
      Shares” in each instance and replacing them with “Common Shares” in each
      instance.





Section
      9.  Amendment
      to Section 24(a) .
      Section
      24(a) of the Rights Agreement is hereby amended in its entirety to read as
      follows:





(i)  The
      Board
      of Directors of the Company may, at its option, at any time prior to the earlier
      of (A) the occurrence of a Triggering Event and (B) the Expiration Date, order
      the redemption of all, but not fewer than all, the then outstanding Rights
      at a
      Redemption Price of $.01 per Right, which amount shall be appropriately adjusted
      to reflect any dividend or distribution of Common Shares, and any subdivision,
      split or combination of outstanding Common Shares, after the date of this Rights
      Agreement which results in a change in the number of outstanding Rights (the
      date of such redemption and such redemption price being hereinafter referred
      to
      as the “Redemption Date” and the “Redemption Price,” respectively), and the
      Company, at its option, may pay the Redemption Price either in cash or Common
      Shares or other shares of capital stock or securities of the Company deemed
      by
      its Board of Directors, in the exercise of its sole discretion, to be at least
      equivalent in value to the Redemption Price.





(ii)  The
      Board
      of Directors of the Company may, at its option, also order the redemption of
      all, but not fewer than all, the then outstanding Rights at the Redemption
      Price
      following the occurrence of a Triggering Event but prior to the occurrence
      of a
      Business Combination in connection with a Business Combination in which all
      holders of Common Shares are treated alike and not


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involving
      (other than as a holder of Common Shares being treated like all other such
      holders) an Acquiring Person or an Affiliate or Associate of an Acquiring Person
      or any other Person in which such Acquiring Person, Affiliate or Associate
      has
      any interest, or any other person acting directly or indirectly on behalf of,
      or
      in association with, any such Acquiring Person, Affiliate or
      Associate.





Section
      10.  Amendment
      to Section 28 .
      Section
      28 of the Rights Agreement is hereby amended in its entirety to read as
      follows:




At
      any
      time prior to the Distribution Date, the Board of Directors of the Company
      may
      supplement or amend any provision of this Rights Agreement (including, without
      limitation, the date on which the Distribution Date shall occur, the time during
      which the Rights may be redeemed pursuant to Section 24, any provision of the
      Certificate of Designation or the Purchase Price) without the approval of any
      holder of the Rights or the Rights Agent. From and after the Distribution Date
      and subject to applicable law, the Company may amend this Rights Agreement
      without the approval of any holders of Right Certificates or the Rights Agent
      (i) to cure any ambiguity or to correct or supplement any provision contained
      herein which may be defective or inconsistent with any other provision of this
      Rights Agreement or (ii) to make any other provisions in regard to matters
      or
      questions arising hereunder which the Company may deem necessary or desirable
      and which shall not adversely affect the interests of the holders of Right
      Certificates (other than an Acquiring Person or an Affiliate or Associate of
      an
      Acquiring Person).





Section
      11.  Amendment
      to Exhibit B (Form of Rights Certificate) .
      Exhibit
      B is hereby amended by deleting the words “January 23, 2008” in each instance
      and replacing them with September 18, 2016” in each instance. In addition, the
      first two paragraphs on the first page of Exhibit B (immediately following
      the
      heading “OAK HILL FINANCIAL, INC.” are hereby amended in their entirety to read
      as follows:





This
      certifies that _________________, or _________________ registered assigns,
      is
      the registered owner of the number of Rights set forth above, each of which
      entitles the owner thereof, subject to the terms, provisions and conditions
      of
      the Rights Agreement dated as of January 23, 1998, as amended from time to
      time,
      (the “Rights Agreement”), between OAK HILL FINANCIAL, Inc., a corporation (the
“Company”), and REGISTRAR AND TRANSFER COMPANY, a corporation, as successor
      Rights Agent (the “Rights Agent”), unless the Rights evidenced hereby shall have
      been previously redeemed by the Company, to purchase from the Company at any
      time after the Distribution Date (as defined in the Rights Agreement) and prior
      to 5:00 p.m., Jackson, Ohio time, on September 18, 2016, (the “Expiration
      Date”), at the principal office of the Rights Agent in Cranford, New Jersey, one
      one-hundredth (1/100th) of a fully paid, nonassessable share of Series A Junior
      Participating Preferred Stock of the Company (the “Preferred Shares”), at a
      purchase price of $________ per one one-hundredth (1/100th) of a share (the
      “Purchase Price”) payable in cash, upon


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presentation
      and surrender of this Right Certificate with the Form of Election to Purchase
      duly executed.




The
      Purchase Price and the number and kind of shares, securities or property which
      may be purchased upon exercise of each Right evidenced by this Right
      Certificate, as set forth above, are the Purchase Price and the number and
      kind
      of shares which may be so purchased as of ______________ __, 20__. As provided
      in the Rights Agreement, the Purchase Price and the number and kind of shares,
      securities or property which may be purchased upon the exercise of each Right
      evidenced by this Right Certificate are subject to modification and adjustment
      upon the happening of certain events.








IN
      WITNESS WHEREOF, RTC and the Company have executed this Amendment No. 2 to
      Rights Agreement as of the 19th day of September, 2006.





REGISTRAR
                AND TRANSFER COMPANYBy:
            /s/
                William P. TatlerWilliam
                P. Tatler, Vice PresidentOAK
                HILL FINANCIAL, INC.By:
            /s/
                Ron J. CopherRon
                J. Copher, Secretary








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