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Oak Hill Financial, Inc. – Contract (October 14th, 2004) Exhibit 2 AGREEMENT AND PLAN OF MERGER ---------------------------- This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of October 12, 2004, by and between OAK HILL FINANCIAL, INC., an Ohio corporation ("Oak Hill Financial"), and LAWRENCE FINANCIAL HOLDINGS, INC., a Maryland corporation ("Lawrence Financial"). RECITALS -------- A. Oak Hill Financial is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. Oak Hill Banks, an Ohio-chartered commercial bank ("Oak Hill Banks"), is a wholly owned subsidiary of Oak Hill Financial. Oak Hill Financial is a corporation organized and existing under the laws of Ohio and is authorized to issue 15,000,000 shares of common stock, without par value ("Oak Hill Common"), of which 5,544,514 shares were issued and outstanding as of the date hereof
Exhibit 2 AGREEMENT AND PLAN OF MERGER ---------------------------- This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made as of October 12, 2004, by and between OAK HILL FINANCIAL, INC., an Ohio corporation ("Oak Hill Financial"), and LAWRENCE FINANCIAL HOLDINGS, INC., a Maryland corporation ("Lawrence Financial"). RECITALS -------- A. Oak Hill Financial is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. Oak Hill Banks, an Ohio-chartered commercial bank ("Oak Hill Banks"), is a wholly owned subsidiary of Oak Hill Financial. Oak Hill Financial is a corporation organized and existing under the laws of Ohio and is authorized to issue 15,000,000 shares of common stock, without par value ("Oak Hill Common"), of which 5,544,514 shares were issued and outstanding as of the date hereof