BUY-SELL AGREEMENT



         THIS AGREEMENT made this 25th day of June, 2001, by and between Evan E.
Davis, of Oak Hill, Ohio, and John D. Kidd, of Jackson, Ohio, sometimes
hereinafter individually referred to as Shareholder and collectively as
Shareholders.

                                   WITNESSETH

     WHEREAS,  Evan E.  Davis  and John D.  Kidd  each  own in their  individual
capacity a significant  number of shares of common stock of Oak Hill  Financial,
Inc., an Ohio Corporation;

     WHEREAS,  the  Shareholders  hereto  believe it to be in their  mutual best
interest and in the best  interest and well being of their  respective  families
that if either  Shareholder  should become  incapacitated  at any time after the
execution of this Agreement, the other Shareholder should be given the power and
authority  to  vote  the  shares  of  Oak  Hill  Financial,  Inc.  held  by  the
incapacitated Shareholder; and

     WHEREAS, the Shareholders hereto also believe it to be in their mutual best
interest and in the best  interest and well being of their  respective  families
that in the event of the death of either Shareholder,  the surviving Shareholder
should be given the right to purchase  some portion or all of the shares held by
the deceased Shareholder's estate;

     NOW, THEREFORE,  for mutual covenants and other valuable consideration,  it
is agreed:

I.       INCAPACITATION OF A PARTY

     A. Should either Shareholder become incapacitated at any time subsequent to
the date of execution of this Agreement,  then the other  Shareholder shall have





                                      -1-
<PAGE>

sole right, power and authority to vote the incapacitated  Shareholder's  shares
of Oak Hill  Financial,  Inc. as provided  under the terms and provisions of the
Limited Power of Attorney  executed by each Shareholder in conjunction with this
Agreement.

     B. For  purposes  of this  Agreement  a  Shareholder  shall be deemed to be
"incapacitated"  if such  Shareholder is incapable of managing his own financial
affairs because of such  Shareholder's  physical or mental  condition or both. A
Shareholder  shall  be  presumed  to be  incapacitated  if  such  incapacity  is
confirmed in a letter or other writing  signed by a physician then most recently
regularly attending the Shareholder. This presumption shall be final and binding
on all  parties to this  Agreement  including  but not  limited to any  guardian
appointed for an  incapacitated  Shareholder or any  attorney-in-fact  acting on
behalf of said Shareholder under a general power of attorney.

     C. It is agreed and understood by the  Shareholders  to this Agreement that
the rights,  power and  authority  granted  under the Limited  Power of Attorney
referred to in  Paragraph A of this  ARTICLE I shall be superior to and override
the  rights,  power and  authority  granted  by law or  otherwise  to a guardian
appointed by a court of competent jurisdiction for an incapacitated  Shareholder
or   attorney-in-fact   under  a  general  power  of  attorney  signed  by  said
Shareholder.

II.      DEATH OF PARTY

     A. Upon the death of either Shareholder,  the interest of all shares of the
common stock of Oak Hill  Financial,  Inc. owned by the deceased  Shareholder at
the time of death  shall be  offered  for  sale by the  estate  of the  deceased
Shareholder to the surviving Shareholder as set forth below:

     1.   Upon the death of a Shareholder to this Agreement,  the duly appointed
          and acting  administrator  or executor for the estate of said deceased
          Shareholder (hereinafter referred to as "estate representative") shall
          give written  notice of such death to the  surviving  Shareholder  and




                                      -2-
<PAGE>

          shall disclose the number of shares of Oak Hill Financial,  Inc. owned
          by the  deceased  Shareholder  as of the  date of his  death  and said
          notice  shall also  disclose  the fair market  value of said shares as
          reported on the Inventory  and Appraisal  filed with the probate court
          having jurisdiction of the deceased Shareholder's estate.

     2.   The surviving  Shareholder shall have six (6) months from the date the
          probate court  approves the  Inventory  and  Appraisal  filed with the
          court as set forth in  Subparagraph 1 above,  to elect to purchase any
          portion  or  all  of  the  shares  of the  common  stock  of Oak  Hill
          Financial,  Inc. owned by the deceased Shareholder at the time of said
          deceased  Shareholder's  death. This election shall be made by written
          notice  delivered to the estate  representative  for the estate of the
          deceased  Shareholder  and shall  disclose  the number of shares to be
          purchased by the surviving Shareholder.

     3.   The  purchase  price to be paid for each  share  which  the  surviving
          Shareholder  elects to purchase as set forth in Subparagraph 2, above,
          shall  be  its  fair  market   value  at  the  date  of  the  deceased
          Shareholder's death, as finally determined and approved by the probate
          court upon hearing of the Inventory and Appraisal filed with the court
          by the estate representative for said deceased Shareholder's estate.

     4.   The  closing  on the  purchase  and sale  shall  take  place on a date
          designated by the surviving Shareholder,  which shall not be more than
          two (2)  years  following  the date the  probate  court  approves  the
          Inventory and  Appraisal  filed with the probate court in the deceased
          Shareholder's  estate. The purchase price shall be paid in full at the
          time of closing. The stock certificates for the shares purchased shall
          be delivered to the surviving Shareholder at the closing.

     B.  It is  understood  by the  Shareholders  to  this  Agreement  that  the
surviving  Shareholder is under no obligation  whatsoever to purchase any shares
from the estate of the deceased Shareholder. The surviving Shareholder shall not




                                      -3-
<PAGE>

be liable to any person or entity for any tax,  cost or expense of any kind that
arises,  in any way,  out of the  surviving  Shareholder's  election to purchase
shares of the common stock of Oak Hill  Financial,  Inc.  from the estate of the
deceased Shareholder.


III.     ESTATE EXECUTOR OR ADMINISTRATOR

     The  executor  or other  duly  appointed  fiduciary  for the  estate of the
deceased Shareholder shall execute all documents necessary to vest the surviving
Shareholder,  free and clear of all taxes, debts,  claims,  judgments,  liens or
encumbrances,  and all right, title and interest of the deceased Shareholder and
to the  shares of common  stock of Oak Hill  Financial,  Inc.  purchased  by the
surviving Shareholder as provided in Paragraph I, above.

IV.      APPOINTMENT OF SPECIAL ADMINISTRATOR

     Each  Shareholder to this Agreement agrees to amend his current estate plan
in order to provide for the  appointment  of the other  Shareholder as a Special
Administrator  of said  Shareholder's  estate in the event of death. The Special
Administrator  shall be given the  authority to vote the deceased  Shareholder's
shares of Oak Hill Financial,  Inc. during the course of  administration  of the
deceased  Shareholder's estate. The administration by said Special Administrator
shall  continue  until  either  (1) the  date  of  expiration  of the  surviving
Shareholder's  right  to  purchase  the  deceased   Shareholder's  shares  under
Paragraph  A(2) in ARTICLE II above;  or (2) the date of closing on the purchase
of said deceased Shareholder's shares under Paragraph A(4) of ARTICLE III above,
whichever last occurs.

V.       UNRESTRICTED CONTROL OF STOCK

     Notwithstanding any contrary provision of this Agreement,  each Shareholder
retains full right and unrestricted  control during his lifetime over the shares
of common stock of Oak Hill Financial,  Inc.  currently held in his name or that
may  be  titled  in his  name  at any  future  date  prior  to his  death.  Each



                                      -4-
<PAGE>

Shareholder  is free to  transfer,  convey,  sell,  assign,  pledge or otherwise
encumber  some  portion or all shares  held in  Shareholder's  name or under his
control at any time and from time to time during his lifetime.  It is understood
and agreed  that the only  shares of common  stock of Oak Hill  Financial,  Inc.
subject to the terms and provisions of this Agreement are shares  actually owned
by the  Shareholder  at the time of his death  which pass to his estate and into
the  possession  of his  estate  representative  appointed  by the court  having
jurisdiction over his probate estate.


VI.      NOTICES

     Any notice or other written  instrument  required or permitted to be given,
made,  or sent under this  Agreement  shall be in  writing,  signed by the party
giving or making it, and shall be sent by certified mail,  postage  prepaid,  to
the other party to this Agreement,  at the respective addresses set forth below.
Any notice or other  written  instrument  required to be given to or sent to the
estate of a  deceased  Shareholder  shall be signed  and sent,  in like  manner,
addressed to the estate representative of the deceased Shareholder at his or her
address.  Either  party  shall  have the right to change  the place to which any
notice or other writing shall be sent, by similar  notice sent in like manner to
the other party. The date of mailing of any offer, demand,  notice or instrument
shall be deemed to be the date of the offer, demand,  notice or instrument,  and
shall be  effective  from  that  date.  The  addresses  of the  parties  to this
Agreement are as follows:

             (a)      Evan E. Davis:            1114 Moriah Road
                                                Oak Hill, Ohio  45656

             (b)      John D. Kidd:             2500 Five Points Road
                                                Jackson, Ohio  45640

VII.     SPECIFIC PERFORMANCE

     The Shareholders to this Agreement declare that it is impossible to measure
in  money  the   damages   that  will  accrue  to  a  party  or  to  the  estate
representatives  of a  decedent  by reason of a failure  to  perform  any of the
obligations under this Agreement. Therefore, if either Shareholder or the estate


                                      -5-
<PAGE>

representatives  of  a  deceased  Shareholder  shall  institute  any  action  or
proceeding to enforce the provisions of this Agreement,  any person against whom
the  action or  proceeding  is  brought  waives  the claim or  defense  that the
Shareholder or estate  representatives  have an adequate  remedy at law, and the
person shall not urge in any such action or proceeding the claim or defense that
a remedy at law exists.

VIII.    CONSTRUCTION

     The  invalidity or  unenforceability  of any  particular  provision of this
Agreement  shall not affect the other  provisions,  and this Agreement  shall be
construed in all  respects as if the invalid or  unenforceable  provisions  were
omitted.

IX.      MODIFICATION

     No change or  modification  of this  Agreement  shall be valid  unless  the
change  or  modification  is in  writing  and  signed  by both  parties  to this
Agreement.

X.       SUCCESSORS AND ASSIGNS

     This Agreement shall be binding on and inure to the benefit of the parties,
and their respective heirs, legal representatives, successors and assigns.

XI.      ENTIRE AGREEMENT

     This  document  contains  the  entire  agreement  of  the  parties  and  no
modification,  amendment,  change or  discharge of any term or provision of this
Agreement  shall be valid or binding unless the same is in writing and signed by
both  parties.  No waiver of any of the terms of this  Agreement  shall be valid
unless it is signed by the party against whom the waiver is asserted.




                                      -6-
<PAGE>


XII.     GOVERNING LAW

     The  parties  agree  that it is their  intention  and  covenant  that  this
Agreement shall be governed by the laws of the State of Ohio.

XIII.    SECTION HEADINGS NOT SUBSTANTIVE

     The  section  headings  in this  writing  are  provided  only  for  ease of
reference.  Section  headings are neither  substantive nor part of the Agreement
memorialized by this writing.

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

Signed in the presence of


-----------------------------------         -----------------------------------
                                                     EVAN E. DAVIS

-----------------------------------


Signed in the presence of


-----------------------------------         -----------------------------------
                                                     JOHN D. KIDD

-----------------------------------




                                      -7-
<PAGE>
                            LIMITED POWER OF ATTORNEY



     I, EVAN E. DAVIS,  of Oak Hill,  Ohio,  appoint  JOHN D. KIDD,  of Jackson,
Ohio,  my  Attorney-in-fact  to act in my  capacity  to do  any  and  all of the
following regarding all shares of stock that I own in Oak Hill Financial, Inc.:

     1.  To  vote  said  stock  at any  and  all  duly  called  meetings  of the
shareholders of Oak Hill Financial, Inc.;

     2. To waive  notice of such  meeting in  accordance  with the bylaws of the
corporation;

     3.  To  execute  any  and all  documents  in  connection  with  the  stock,
including,  but not limited to, the giving of proxies  where  authorized  by the
bylaws of the corporation;

     4.  To  exercise  any and  all  powers  that  may be  exercised  by me as a
stockholder in the corporation;

     5. To ask for,  collect and receive,  for me and on my behalf,  all monies,
properties,  things in action in the matter of all and every of my  interest  in
the corporation, whether as a stockholder, director or creditor thereof;

     6. To institute legal action of any nature or description  whatsoever as my
Attorney-in-fact  may be advised in the matter of  protecting my interest in the
corporation;

     7. To adjust  all  claims I may have as  against  said  corporation  and to
compromise the same, if, in the judgment of my Attorney-in-fact, the same should
be done; and

     8. To give receipt, release and acquittance in settlement of my claim or in
adjustment of my interest in said corporation.

     I grant to my  Attorney-in-fact  full power and authority to do and perform
all and every act and thing  whatsoever  requisite,  necessary,  and power to be
done  in  the  exercise  of  any  of  the  rights  and  powers   granted  to  my
Attorney-in-fact as fully as I could do if personally  present,  with full power
of   substitution   or   revocation,   and  ratify  and   confirm  all  that  my
Attorney-in-fact,  or his substitute or substitutes,  lawfully do or cause to be
done by virtue of the Power of Attorney and the rights and powers granted.

     This Power of Attorney  shall not be affected by my disability or the lapse
of time. An executed duplicate of this Power of Attorney,  or a photostatic copy
thereof,  delivered  by me or by  said  attorney  to any  third  party  will  be
conclusive  against me and said  attorney as to such third party that this Power


                                      -1-
<PAGE>

of Attorney has not been terminated and will continue in effect until such third
party is  advised  by  written  notice  from me or from  said  attorney  of such
termination. This Power of Attorney shall be governed by Ohio law.

     This Power of Attorney  shall become  effective when a letter written by my
attending  physician is attached to it stating that my attending  physician  has
determined  that it is in my best interest to have the assistance of an agent in
handling my affairs (either for the  foreseeable  future or for a specified time
period).  All persons may rely conclusively on a written  statement  attached to
this Power of Attorney, and may presume that the person making this statement is
my attending physician and is qualified to determine my best interest.

     IN WITNESS  WHEREOF,  I have signed  this  Limited  Power of Attorney  this
________ day of ____________________, 2001.


Signed and acknowledged
in the presence of:


________________________                     ________________________
                                             EVAN E. DAVIS
________________________



STATE OF OHIO                     )
COUNTY OF ________________________) ss:

     BE IT REMEMBERED,  that on this _______ day of ____________________,  2000,
before me, the subscribed, a Notary Public in and for the said county and state,
personally came EVAN E. DAVIS and  acknowledged the signing and execution of the
foregoing instrument to be his free and voluntary act and deed.

     IN TESTIMONY  WHEREOF,  I have  hereunto  subscribed my name and affixed my
notarial seal on the day and year last aforesaid.


                                  ________________________
                                  NOTARY PUBLIC

This instrument prepared by:
C. Andrew Ireton, Jr., Esq.
PORTER, WRIGHT, MORRIS & ARTHUR
41 S. High Street
Columbus, Ohio 43215





                                      -2-
<PAGE>
                            LIMITED POWER OF ATTORNEY



     I, JOHN D. KIDD,  of Jackson,  Ohio,  appoint  EVAN E. DAVIS,  of Oak Hill,
Ohio,  my  Attorney-in-fact  to act in my  capacity  to do  any  and  all of the
following regarding all shares of stock that I own in Oak Hill Financial, Inc.:

     1.  To  vote  said  stock  at any  and  all  duly  called  meetings  of the
shareholders of Oak Hill Financial, Inc.;

     2. To waive  notice of such  meeting in  accordance  with the bylaws of the
corporation;

     3.  To  execute  any  and all  documents  in  connection  with  the  stock,
including,  but not limited to, the giving of proxies  where  authorized  by the
bylaws of the corporation;

     4.  To  exercise  any and  all  powers  that  may be  exercised  by me as a
stockholder in the corporation;

     5. To ask for,  collect and receive,  for me and on my behalf,  all monies,
properties,  things in action in the matter of all and every of my  interest  in
the corporation, whether as a stockholder, director or creditor thereof;

     6. To institute legal action of any nature or description  whatsoever as my
Attorney-in-fact  may be advised in the matter of  protecting my interest in the
corporation;

     7. To adjust  all  claims I may have as  against  said  corporation  and to
compromise the same, if, in the judgment of my Attorney-in-fact, the same should
be done; and

     8. To give receipt, release and acquittance in settlement of my claim or in
adjustment of my interest in said corporation.

     I grant to my  Attorney-in-fact  full power and authority to do and perform
all and every act and thing  whatsoever  requisite,  necessary,  and power to be
done  in  the  exercise  of  any  of  the  rights  and  powers   granted  to  my
Attorney-in-fact as fully as I could do if personally  present,  with full power
of   substitution   or   revocation,   and  ratify  and   confirm  all  that  my
Attorney-in-fact,  or his substitute or substitutes,  lawfully do or cause to be
done by virtue of the Power of Attorney and the rights and powers granted.

     This Power of Attorney  shall not be affected by my disability or the lapse
of time. An executed duplicate of this Power of Attorney,  or a photostatic copy
thereof,  delivered  by me or by  said  attorney  to any  third  party  will  be
conclusive  against me and said  attorney as to such third party that this Power


                                      -1-
<PAGE>

of Attorney has not been terminated and will continue in effect until such third
party is  advised  by  written  notice  from me or from  said  attorney  of such
termination. This Power of Attorney shall be governed by Ohio law.

     This Power of Attorney  shall become  effective when a letter written by my
attending  physician is attached to it stating that my attending  physician  has
determined  that it is in my best interest to have the assistance of an agent in
handling my affairs (either for the  foreseeable  future or for a specified time
period).  All persons may rely conclusively on a written  statement  attached to
this Power of Attorney, and may presume that the person making this statement is
my attending physician and is qualified to determine my best interest.

     IN WITNESS  WHEREOF,  I have signed  this  Limited  Power of Attorney  this
________ day of ____________________, 2001.


Signed and acknowledged
in the presence of:


________________________                     ________________________
                                             JOHN D. KIDD
________________________





STATE OF OHIO                     )
COUNTY OF ________________________) ss:

     BE IT REMEMBERED, that on this ________ day of ____________________,  2000,
before me, the subscribed, a Notary Public in and for the said county and state,
personally came JOHN D. KIDD and  acknowledged  the signing and execution of the
foregoing instrument to be his free and voluntary act and deed.

     IN TESTIMONY  WHEREOF,  I have  hereunto  subscribed my name and affixed my
notarial seal on the day and year last aforesaid.


                                  ________________________
                                  NOTARY PUBLIC

This instrument prepared by:
C. Andrew Ireton, Jr., Esq.
PORTER, WRIGHT, MORRIS & ARTHUR
41 S. High Street
Columbus, Ohio 43215


                                      -2-