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                                                                   Exhibit 99.4

                                OHIO LEGACY CORP

                            DIRECTOR CODE OF CONDUCT


1.       DUTIES AND RESPONSIBILITIES. This Director Code of Conduct ("Code of
         Conduct" or "Code") describes how the value of uncompromising integrity
         applies to a range of business circumstances and relationships. This
         Code of Conduct is your guide to your ethical and legal
         responsibilities with respect to your status as a director.

         It is the paramount duty of the Board of Directors to oversee the CEO
         and other senior management of Ohio Legacy Corp ("OLC") in the
         competent and ethical operation of the Company on a day-to-day basis.
         To satisfy this duty, the directors will take a proactive, focused
         approach to their position, and set standards to ensure that the
         Company is committed to business success through maintenance of the
         highest standards of responsibility and ethics.

         All OLC directors are required to review this Code every year in order
         to answer questions and ensure compliance.

2.       GENERAL CONFLICTS OF INTEREST. Each board member must ensure that other
         existing and anticipated future commitments do not materially interfere
         with the members' service as director. As long as you remain an OLC
         director, you must avoid situations where your loyalties may be divided
         between OLC's interests and your own.

3.       PERSONAL BENEFITS FROM OLC BUSINESS. You may not receive any personal
         profit or advantage in connection with any transaction involving OLC.
         You must disclose to the Board all situations where OLC may be
         conducting business with you, your business or personal affiliates.

4.       CONFIDENTIALITY IN GENERAL. OLC business information that you learn as
         a result of your position with OLC is Company property and must be kept
         confidential.

5.       HANDLING NEWS ABOUT OLC. Confidential information about OLC, including
         information that can be expected to have an impact on the market for
         OLC stock, including forward-looking information such as projections of
         revenue or earnings, may be released only in accordance with OLC's
         guidelines and United States securities laws.

         Individual board members may occasionally meet or otherwise communicate
         with various constituencies that are involved with the Company, but it
         is expected that board members would do this with the knowledge of
         management and, in most instances, absent unusual circumstances or as
         contemplated by the committee charters, at the request of management.

6.       PROFITING FROM INSIDE INFORMATION. As a director, you have information
         about OLC that is both material and non-public. You must adhere to
         OLC's trading windows and other United States and securities laws,
         reporting any trades in OLC stock. If you violate insider trading laws,
         both you and OLC may be subject to severe criminal penalties. U. S.
         insider trading laws apply to all OLC directors and apply even to
         relatively small transactions.

7.       HANDLING COMPANY ASSETS. Every director must take care to safeguard OLC
         assets. This includes protecting them from unauthorized use. Use of OLC
         assets for any unlawful or improper purposes is strictly prohibited.

8.       RELATIONSHIP TO OTHER POLICIES. If you are an OLC employee, the Ohio
         Legacy Corp Code of Business Conduct and Ethics also applies to you,
         and if you are a senior financial officer, the Code of Conduct for
         Senior Financial Officers of Ohio Legacy Corp applies to you. The
         Corporate Governance Standards also will guide you procedurally in your
         position as a director. In addition, if you are a member of a committee
         of the Board of Directors, the applicable committee charter(s) should
         guide your conduct.