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                                                                    Exhibit 10.2

                           RESTRICTED STOCK AGREEMENT

      This Restricted  Stock  Agreement (the  "Agreement") is entered into as of
the __th day  of_______,  200_ (the  "Grant  Date"),  by and  between,  Oak Hill
Financial,  Inc., an Ohio corporation (the "Company") and _____________________,
an employee of the Company (the "Employee").

       The Company desires to provide the Employee with an ownership interest in
the Company as a bonus for superior  job  performance  throughout  the course of
this past year and as an  incentive to continue  contributing  to the growth and
profits of the Company in the years to follow.

                                    Agreement
                                    ---------

1. Issue of Restricted  Stock.  In  consideration  of the  Employee's  exemplary
performance  during the past year and  continuing  employment  by the Company in
future years,  the Company  hereby agrees to deliver to Employee  ______________
(______)  common  shares of the Company  (the  "Shares"),  subject to all of the
terms and  conditions  set forth in this  Agreement  and subject to  shareholder
approval of the 2004 Incentive  Compensation Plan (the "Plan"). Upon approval of
the Plan, the Company shall cause a certificate or  certificates  for the Shares
to be  issued in the  Employee's  name and the  Employee  shall  thereupon  be a
shareholder of the Company with respect to all of the Shares represented by such
certificate  or  certificates  and shall have all of the rights of a shareholder
with respect to the Shares including the right to vote the Shares and to receive
all dividends and other distributions paid with respect to the Shares; provided,
however, that the Shares,  including the right to vote the Shares and to receive
all dividends and other distributions paid with respect to the Shares,  shall be
subject to the restrictions  hereinafter  described.  Certificates  representing
Shares shall be imprinted, in conspicuous type, with the following legend:

            THE  SALE,  EXCHANGE,   TRANSFER,  PLEDGE,  HYPOTHECATION  OR  OTHER
            DISPOSITION OF THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  AND
            ANY  INTEREST  THEREIN  IS  RESTRICTED  BY  AN  AGREEMENT  DATED  AS
            OF_________, 200_ [insert grant date], A COPY OF WHICH IS LOCATED AT
            THE OFFICE OF THE SECRETARY OF THE CORPORATION. THE SECRETARY OF THE
            CORPORATION  WILL MAIL WITHOUT CHARGE TO A SHAREHOLDER,  WITHIN FIVE
            DAYS AFTER  WRITTEN  REQUEST FROM SUCH  SHAREHOLDER,  A COPY OF SUCH
            AGREEMENT.

      Delivery of the Shares shall occur as soon as practicable.

2. Escrow Agent. The Employee shall, immediately upon receipt of the certificate
or  certificates  for the  Shares,  deposit  such  certificate  or  certificates
together  with a stock  power or other  instrument  of  transfer,  appropriately
endorsed in blank,  with John D. Kidd,  or his  designee,  as escrow  agent (the
"Escrow Agent").  Any expenses of such escrow shall be borne by the Company. The
Escrow Agent shall hold the certificate or certificates for the Shares until the
restrictions hereinafter set forth in Section 3 are satisfied. Additionally, the
Escrow  Agent  shall   receive  and  hold  in  trust  all  dividends  and  other
distributions  paid with respect to the Shares during the Restricted  Period and
shall invest any such dividends in: (a)  obligations  issued or guaranteed as to
interest and  principal by the  government  of the United States or any agent or
instrumentality  thereof; (b) obligations (including certificates of deposit and
bankers'  acceptances) of U.S. banks (including Oak Hill Banks.); (c) commercial
paper  which  at the  date of  investment  is  rated  A-1 by  Standard  & Poor's
Corporation or Prime-1 by Moody's Investment Service,  Inc. or, if not rated, is
of equivalent quality;  (d) short-term (one year or less) corporate  obligations
which at the date of investment  are rated AAA or AA by Standard & Poor's or Aaa
or Aa by Moody's; (e) repurchase  agreements fully secured by obligations of any
of the kinds specified in clauses (a) through (d) above; or (f) interests in any
money market fund or trust the investments of which are  principally  restricted
to obligations of any of the kinds specified in clauses (a) through (e) above.

On the third  anniversary  of the Grant Date  during the  Restricted  Period (as
those  terms are defined in Section  3), the Escrow  Agent shall  release to the
Employee the  certificate or  certificates  representing  all of the Shares,  as
determined in accordance with Section 3, without the legend set forth in Section
1 (but with the legend set forth in Section  6),  along with all  dividends  and
other  distributions paid with respect to the Shares and any investment proceeds
generated thereon.

3. Restricted Period.  During the period commencing on the Grant Date and ending
on the third  anniversary  of the  Grant  Date (the  "Restricted  Period"),  the
Employee shall not sell, exchange,  transfer,  pledge,  hypothecate or otherwise
dispose of any legal or beneficial ownership interest in the Shares,  subject to
the terms and conditions set forth in this Agreement. The Employee shall have no
legal or  beneficial  interest  in the  Shares  until the end of the  Restricted
Period, except as otherwise provided in this Agreement.  The Employee shall have
no legal or beneficial interest in the Shares until and if shareholder  approval
of the 2004 Incentive Compensation Plan occurs.


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4. Termination of Employment.
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(a)   If the Company's  full-time  employment  of Employee  should be terminated
      voluntarily  by  Employee,  unless for good  reason (as defined in Section
      4(c)  herein,  "For  Good  Reason")  at any  time  prior to the end of the
      Restricted Period or should the Company  terminate  Employee for cause (as
      defined in Section 4(c) herein,  "For Cause") at any time prior to the end
      of the  Restricted  Period,  all of the Shares  shall be  forfeited by the
      Employee  and the  certificate  or  certificates  for such Shares shall be
      delivered  to the  Company  by the Escrow  Agent  upon the Escrow  Agent's
      receipt of written notice from the Company of such  termination.  Employee
      hereby  appoints  the Company as his  attorney-in-fact  to transfer any of
      such forfeited shares on the books of the Company.

(b)   If the Company's  employment of Employee is terminated  otherwise than (i)
      voluntarily by the Employee,  unless For Good Reason by Employee, (ii) for
      Cause  by the  Company,  or  (iii)  as a  result  of  Employee's  death or
      disability,  100%  of the  Shares  shall  vest  and  Employee,  Employee's
      personal  representative  or the person or persons to whom his rights pass
      by will or the  laws of  descent  and  distribution  may  sell,  exchange,
      transfer,  pledge,  hypothecate or otherwise dispose of the Shares without
      reference to the restrictions set forth in Section 3 (but subject,  to the
      extent then applicable,  to the restrictions set forth in Section 6). Upon
      written  notice from the Company of such an event,  the Escrow Agent shall
      release to Employee or Employee's legal  representative or beneficiary all
      of the  certificates  representing the Shares without the legend set forth
      in Section 1.

(c)   For purposes of this Agreement, "For Cause" shall mean:

      Employee's  (i) willful  violation of laws and  regulations  governing the
      Company;  (ii) failure to  substantially  perform his  position,  provided
      Company  shall  have made a written  demand  for  substantial  performance
      setting forth the specific  reason(s) for same and Employee shall have had
      thirty (30) days to cure, if possible;  (iii) willful  breach of fiduciary
      duties:  (iv) willful  misrepresentation  or willful  dishonesty which the
      Company  determines has had or is likely to have a material adverse effect
      upon the Company's operations or financial conditions; or (v) dismissal at
      the insistence of state or federal regulators of the Company or any of its
      subsidiaries.

      For purposes of this Agreement, "For Good Reason" shall mean:

      (i) the Company's failure to substantially  comply with any material terms
      of a  written  agreement  of  employment  with  Employee,  if any,  now or
      hereinafter in effect,  provided that Employee has given written notice to
      the Company of any alleged  noncompliance  and such alleged  noncompliance
      continues  for 30 days after  receipt,  or (ii) a  material  change by the
      Company without sufficient  business  justification and without Employee's
      consent  in  Employee's   position,   authority,   functions,   duties  or
      responsibilities  which would  significantly  reduce Employee's  position,
      authority, functions, duties or responsibilities.

(d)   The Shares  shall not be  affected  by any change of duties or position as
      long as the Employee  continues to be employed on a full-time basis by the
      Company.

5. Reorganizations.
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(a)   If shares of common  stock of the Company  should,  as a result of a stock
      split,  stock  dividend,  combination  of shares or any other  change,  or
      exchange  for  other  securities,  by  reclassification,   reorganization,
      merger,  consolidation,  recapitalization  or  otherwise,  be increased or
      decreased or changed into or exchanged  for a different  number or kind of
      shares  of  stock  or  other  securities  of  the  Company  or of  another
      corporation,  the  number of Shares  shall be  appropriately  adjusted  to
      reflect such action.  If any such adjustment  shall result in a fractional
      share, such fraction shall be disregarded.

(b)   If, as a result of one of the  events set forth in  paragraph  (a) of this
      Section 5, the Employee shall, as owner of the Shares,  be entitled to new
      or additional or different shares of stock or securities,  the certificate
      or certificates  therefor, or other evidences of such new or additional or
      different  shares or  securities,  shall be imprinted with the legends set
      forth  in  Sections  1 and 6,  and  together  with a stock  power or other
      instrument  of transfer  appropriately  endorsed,  shall be  deposited  by
      Employee with the Escrow Agent,  and all the  provisions of this Agreement
      shall be  applicable  to such new or  additional  or  different  shares or
      securities to the extent applicable to the Shares.

6. Securities Laws  Compliance.  Employee  understands  that the Shares have not
been  registered  under the  Securities  Act of 1933, as amended (the "Act") and
are,  therefore,  "restricted  shares"  within  the  meaning  of Rule 144 of the
Securities and Exchange Commission  ("SEC").  Employee further understands that,
regardless  of  the  termination  of  the  Restricted  Period  and  the  vesting
provisions  set forth in Section 3, he may not sell or otherwise  dispose of the
Shares  unless  they  are  registered  under  the Act and any  applicable  state
securities law or an exemption  from such  registration  is available.  Employee
therefore  agrees that the certificate or certificates  for the Shares delivered
to him pursuant to Section 3 shall bear the following legend:


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            THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR  REGISTERED  OR
            QUALIFIED  UNDER ANY STATE  SECURITIES  LAWS.  THE SHARES MAY NOT BE
            SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
            QUALIFICATION  WITHOUT AN OPINION  OF  COUNSEL  SATISFACTORY  TO THE
            CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

      Employee  agrees that he will advise the Secretary of the Company prior to
any sale or other transfer of the Shares.

7. Change of Control.  Notwithstanding  any other provision of this Agreement to
the contrary,  in the event of a Change of Control (as defined  below),  100% of
the Shares shall vest in the Employee immediately prior to the effective time of
any Change of Control and all conditions to exercise  thereof shall be deemed to
have been met and Employee may sell, exchange,  transfer, pledge, hypothecate or
otherwise  dispose of the Shares without reference to the restrictions set forth
in Section 3 (but subject,  to the extent then  applicable,  to the restrictions
set forth in Section 6). Upon written notice from the Employee or the Company of
such  an  event,  the  Escrow  Agent  shall  release  to  Employee  all  of  the
certificates representing the Shares without the legend set forth in Section 1.

      A "Change of  Control"  will be deemed to have  occurred if and when (i) a
person, partnership,  corporation,  trust or other entity ("Person") acquires or
combines  with the Company,  or acquires  fifty percent or more of its assets or
earning  power,  in one or more  transactions,  and after  such  acquisition  or
combination, less than a majority of the outstanding voting shares of the Person
surviving such  transaction (or the ultimate parent of the surviving  Person) is
owned by the owners of the voting shares of the Company outstanding  immediately
prior to such  acquisition  or  combination;  or (ii)  during  any period of two
consecutive years during the term of this Plan, individuals who at the beginning
of such period are members of the Board ("Original Board Members") cease for any
reason to  constitute  at least a majority of the Board,  unless the election of
each Board  member who was not an  Original  Board  Member has been  approved in
advance by Board members  representing at least  two-thirds of the Board members
then in office who were Original Board Members.

8. Withholding Taxes; Section 83(b).
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(a)   The Company  shall have the right to require the  Employee to remit to the
      Company,  or to withhold  from other amounts  payable to the Employee,  as
      compensation  or otherwise,  an amount  sufficient to satisfy all federal,
      state and local withholding tax requirements.

(b)   The Employee  shall have the right to elect,  pursuant to Section 83(b) of
      the  Internal  Revenue  Code,  to be taxed on the  Grant  Date on all or a
      portion of the  Shares  rather  than upon  termination  of the  Restricted
      Period by  filing an  election  under  Section  83(b) of the Code with the
      Internal  Revenue  Service  within  thirty (30) days of the Grant Date and
      with  his or her  income  tax  returns  for the year to  which  the  83(b)
      election pertains (a "Section 83(b) Election");  provided,  however,  that
      the Employee must comply with  Treasury  Regulation  1.83, as  applicable,
      including  the  provision  to the  Company  of a copy of the notice of the
      Section 83(b)  Election  sent to the Internal  Revenue  Service.  Employee
      acknowledges  that  it is  Employee's  sole  responsibility  and  not  the
      Company's  to file  timely the Section  83(b)  Election.  Employee  should
      consult with its own tax adviser  regarding  the effect of a Section 83(b)
      Election.

9. No Contract of  Employment.  NOTHING IN THIS  AGREEMENT  SHALL  CONFER ON THE
EMPLOYEE ANY RIGHT TO CONTINUE IN THE SERVICE OF THE COMPANY OR  INTERFERE  WITH
THE RIGHT OF THE COMPANY TO  TERMINATE  AT WILL SUCH  EMPLOYEE'S  EMPLOYMENT  OR
OTHER SERVICES AT ANY TIME.  This  Agreement  shall in no way, now or hereafter,
reduce,  enlarge or modify the employment  relationship  between the Company and
the Employee.

10. Notices. All notices required pursuant to this Agreement shall be in writing
and shall be  personally  delivered or sent by  registered  or  certified  mail,
postage prepaid,  (a) if to the Company, at its principal office,  Attn: John D.
Kidd; (b) if to the Escrow Agent, to John D. Kidd, at the Company's address;  or
(c) if to Employee, to Employee's last known address on the personnel records of
the Company.

11.  General.  This Agreement shall be construed as a contract under the laws of
the State of Ohio,  without  reference  to its  choice of law  rules.  It may be
executed in several  counterparts,  all of which shall constitute one agreement.
It shall bind and benefit the parties and their respective successors,  assigns,
heirs and legal representatives.


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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the day and year first above written.

OAK HILL FINANCIAL, INC.                   EMPLOYEE:

By: ________________________________              ______________________________
       ____________,                       ______________


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