Exhibit 10.1

                            OAK HILL FINANCIAL, INC.
                             STOCK OPTION AGREEMENT
                                    UNDER THE
                            2004 STOCK INCENTIVE PLAN

      OAK HILL  FINANCIAL,  INC. (the "Company")  hereby grants,  effective this
____   day   of   __________________,    200__   (the   "Effective   Date")   to
_____________________  (the "Optionee") an option to purchase  __________ shares
of its common  stock,  without par value (the  "Option  Shares"),  at a price of
_______________________  Dollars  ($  __________)  per  share  pursuant  to  the
Company's 2004 Stock Incentive Plan (the "Plan"), subject to the following terms
and conditions:

      1.  RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan,
and is in all respects  subject to the terms,  provisions and definitions of the
Plan and any amendments thereto. The Optionee  acknowledges receipt of a copy of
the Plan and represents that he or she is familiar with the terms and conditions
thereof.  The  Optionee  accepts  this  option  subject  to all  the  terms  and
provisions of the Plan  (including  without  limitation  provisions  relating to
nontransferability,   exercise  of  the  option,  sale  of  the  Option  Shares,
termination  of the option,  adjustment  of the number of shares  subject to the
option, and the exercise price of the option).  The Optionee further agrees that
all  decisions  and  interpretations  made by the Stock  Option  Committee  (the
"Committee"),  as  established  under  the  Plan,  and  as  from  time  to  time
constituted, are final, binding, and conclusive upon the Optionee and his or her
heirs. This option is not an Incentive Stock Option under the Plan.

      2. TIME OF EXERCISE.  This option may be exercised,  from time to time, in
full or in part, by the Optionee on the date one year after the  Effective  Date
and remains exercisable (subject to the provisions herein and the Plan) until it
has  been  exercised  as to  all of  the  Option  Shares  or  the  tenth  (10th)
anniversary of the Effective Date,  whichever occurs first.  Notwithstanding the
foregoing,  this option may not be  exercised  unless (i) the Option  Shares are
registered  under the Securities Act of 1933, as amended,  and are registered or
qualified  under  applicable  state  securities  or "blue sky" laws, or (ii) the
Company has received an opinion of counsel to the Company to the effect that the
option may be exercised and Option Shares may be issued by the Company  pursuant
thereto  without  such  registration  or  qualification.  If this  option is not
otherwise exercisable by reason of the foregoing sentence, the Company will take
reasonable steps to comply with applicable state and federal  securities laws in
connection with such issuance.

      3.  METHODS OF  EXERCISE.  This option is  exercisable  by delivery to the
Company of  written  notice of  exercise  which  specifies  the number of Option
Shares to be purchased and the election of the method of payment therefor, which
will be one of the methods of payment  specified under Section 5.06 of the Plan.
If payment is otherwise  than payment in full in cash,  the method of payment is
subject to the consent of the Committee.  Upon receipt of payment for the Option
Shares to be purchased  pursuant to the option or, if applicable,  the shares to
be delivered  pursuant to the election of an  alternative  payment  method,  the
Company  will deliver or cause to be  delivered  to the  Optionee,  to any other
person exercising this option, or to a broker or dealer if the method of payment
specified  in  Section  5.06(f)  of  the  Plan  is  elected,  a  certificate  or
certificates  for the number of Option  Shares with respect to which this option
is being  exercised,  registered  in the name of the  Optionee  or other  person
exercising the option, or if appropriate,  in the name of such broker or dealer;
provided,  however, that if any law or regulation or order of the Securities and
Exchange  Commission or other body having jurisdiction over the exercise of this
option will  require the Company or Optionee (or other  person  exercising  this
option) to take any action in connection  with the shares then being  purchased,
the delivery of the certificate or  certificates  for such shares may be delayed
for the period necessary to take and complete such action.

      4.  ACQUISITION  FOR  INVESTMENT.  This option is granted on the condition
that the  acquisition of the Option Shares  hereunder will be for the account of
the Optionee (or other person  exercising  this option) for investment  purposes
and not with a view to resale or  distribution,  except that such condition will
be inoperative  if the Option Shares are registered  under the Securities Act of
1933,  as amended,  or if in the opinion of counsel for the Company  such shares
may be resold without  registration.  At the time of any exercise of the option,
the Optionee (or other person  exercising this option) will execute such further
agreements as the Company may require to implement  the foregoing  condition and
to  acknowledge  the  Optionee's  (or  such  other  person's)  familiarity  with
restrictions on the resale of the Option Shares under applicable securities laws
and this Agreement.

      5.  DISPOSITION  OF  SHARES.  The  Optionee  or any other  person  who may
exercise  this option will notify the Company  within seven (7) days of any sale
or other transfer of any Option Shares. If any class of equity securities of the
Company is registered  pursuant to section 12 of the Securities  Exchange Act of
1934,  as amended,  and the Optionee or any other  person who may exercise  this
option is  subject to  section  16 of that Act by virtue of such  Optionee's  or
person's  relationship to the Company,  the Optionee or other person  exercising
this option agrees not to sell or otherwise  dispose of any Option Shares unless
at least six (6) months have elapsed from the Effective Date.

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      6.  WITHHOLDING.  As a  condition  to the  issuance  of any of the  Option
Shares,  Optionee  or any person who may  exercise  this option  authorizes  the
Company to withhold in accordance with applicable law from any salary,  wages or
other  compensation  for  services  payable by the Company to or with respect to
Optionee any and all taxes required to be withheld by the Company under federal,
state or local law as a result of such  Optionee's or such  person's  receipt or
disposition  of Shares  purchased  under this  option.  If, for any reason,  the
Company is unable to withhold  all or any  portion of the amount  required to be
withheld, Optionee (or any person who may exercise this option) agrees to pay to
the Company  upon  exercise of this  option an amount  equal to the  withholding
required to be made less the amount actually withheld by the Company.

      7. GENERAL.  This Agreement will be construed as a contract under the laws
of the State of Ohio without  reference to Ohio's choice of law rules. It may be
executed in several counterparts, all of which will constitute one Agreement. It
will bind and,  subject to the terms of the Plan,  benefit the parties and their
respective successors, assigns, and legal representatives.

      IN WITNESS  WHEREOF,  the  Company and the  Optionee  have  executed  this
Agreement as of the date first above written.

OPTIONEE                               OAK HILL FINANCIAL, INC.


                                       By:
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