EMPLOYMENT AGREEMENT





         THIS  AGREEMENT  is  entered  into  this  1st  day of July  1999,

between  OAK  HILL  FINANCIAL,  INC.,  an Ohio  corporation ("Employer"), and

Ronald J. Copher ("Employee").





                                    Recitals:



         Employer is a corporation chartered under the laws of Ohio. Employee

and Employer desire to enter into an employment relationship in accordance with

the terms of this Agreement.



                                   Agreement:



         In consideration of the foregoing Recitals and the mutual promises set

forth below, Employer and Employee hereby agree as follows:



         1.       Employment.  Effective  as July  1,  1999,  Employer  shall

employ  Employee  upon  and  subject  to the  terms  and conditions contained

in this Agreement.



         2. Term. Unless earlier terminated in accordance with Section 8 below,

the term of Employee's employment under this Agreement shall be for a period of

three (3) years, commencing on July 1, 1999 (collectively, the "Initial Term"

and, individually, an "Initial Employment Year"). The Initial Term may be

extended by the mutual, written agreement of the parties. If Employee continues

to be employed by Employer following the end of the Initial Term without a

written extension of this Agreement specifying a definite term for such

extension, such employment shall be on an "at will" basis, and may be terminated

by Employer at any time, without cause or notice. All of the terms and

conditions contained in this Agreement shall continue to apply during any such

extension or continuation of employment.



         3. Duties. Employer shall employ Employee as Chief Financial Officer of

Oak Hill Financial, Inc. and Executive Vice President of Oak Hill Banks. He

shall report directly to the President and Chief Executive Officer of Employer.

He shall have such duties and responsibilities as are normally associated with

his position, and shall have such specific and additional duties and

responsibilities as may be assigned to him from time to time by the President.

During the term of his employment under this Agreement, Employee shall devote

his full business time and efforts to the performance of his duties under this

Agreement and shall not, without the express written consent of the President of

Employer, participate in any other business activities, except for: (i) personal

investments that do not interfere with his duties and responsibilities under

this Agreement, (ii) vacations, (iii) other leave time in accordance with the

policies and practices of Employer; and (iv) reasonable participation in

community, civic, charitable, trade or similar organizations. Employee shall,

upon the request of Employer, serve as an officer of affiliates of Employer.



         4.       Compensation.  Employer  agrees to pay to the  Employee and

the Employee  agrees to accept the  following  amounts as compensation in full

for his services in any capacity  hereunder,  including services as an officer,

member of any committee or in the performance of other like duties assigned to

him by the President of Employer:

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