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                                                                  Exhibit 99.3

                                OHIO LEGACY CORP

                         CORPORATE GOVERNANCE STANDARDS


         The Board of Directors (the "Board") and the Corporate Governance and
Nominating Committee of the Ohio Legacy Corp (the "Company") have established
the following guidelines for the conduct and operation of meetings and
deliberations of the Board. These guidelines will be reviewed periodically by
the Board and the Corporate Governance and Nominating Committee and may be
amended or modified from time to time.

         1. DUTY OF LOYALTY. Each director owes a duty of loyalty to the
Company, is expected to act in the best interests of the Company and its
stockholders as a whole, and to comply with the Company's Code of Conduct.

         2. CONDUCT OF BOARD MEETINGS. The conduct of meetings of the Board will
be governed as follows:

                  A. SELECTION OF AGENDA ITEMS FOR BOARD MEETING. The Chairman
         of the Board in consultation with the CEO will establish the agenda for
         each Board meeting. Each Board member shall be free to suggest the
         inclusion of items on the agenda.

                  B. BOARD MATERIALS TO BE DISTRIBUTED IN ADVANCE. Information
         and data concerning the Company, its financial affairs and Strategic
         Plan is important to the Board's understanding and decision making
         process. Accordingly, there will be distributed in advance of each
         meeting of the Board appropriate written material relating to
         substantive agenda items. Management will make every attempt to see
         that this material is as brief as possible while still providing the
         desired information. Highly sensitive subjects may be discussed at the
         meeting without advance distribution of written materials.

                  C. PRESENTATIONS. As a general rule, information on specific
         subjects should be sent to the Board members well in advance of each
         meeting so that the Board meeting time may be conserved, and discussion
         time focused on questions that the Board has about the material. On
         those occasions on which the subject matter is too sensitive to put in
         writing, the presentations will be discussed at the meeting.

                  D. MANAGEMENT PRESENTATIONS. The Board encourages the
         Company's management to, from time to time, bring managers into Board
         meetings who (a) can provide additional insight into the items being
         discussed because of personal involvement in these areas, and/or (b)
         present managers with future potential that management believes should
         be given exposure to the Board.

                  E. REGULAR ATTENDANCE OF NON-DIRECTORS AT BOARD MEETINGS. The
         Board is comfortable with the regular attendance at each Board meeting
         of non-Board members who are members of the Company's Executive Staff
         except during Executive Sessions of the Board.

         3. EXECUTIVE SESSIONS OF DIRECTORS. The non-management directors of the
Board will meet separately as a group at least once every other Board meeting.

         4. ACCESS TO SENIOR MANAGEMENT. Each member of the Board shall have
complete and open access to the Company's management. Board members will use
their judgment to be sure that contact with management is not distracting to the
operation of the Company and that such contact be coordinated, to the extent
reasonably practicable, with the Chief Executive Officer or the Chairman of the
Board. The Board and each committee shall have the authority to obtain advice,
reports or opinions from internal and external counsel and expert advisors and
shall have the power to hire independent legal, financial and other advisors as
they may deem necessary, without consulting with, or obtaining approval from,
any officer of the Company in advance.

         5. COMPOSITION OF THE BOARD.


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                  A. SIZE OF THE BOARD. It is the sense of the Board where
         practical, to have representation from each of the market areas
         serviced by the Company's subsidiary. It is expected that the size of
         Board shall not be less than nine and not more than fifteen.

                  B. MIX OF INSIDE AND OUTSIDE DIRECTORS. There must be a
         majority of independent directors on the Board.

                  C. BOARD DEFINITION OF WHAT CONSTITUTES INDEPENDENCE FOR
         OUTSIDE DIRECTORS. An independent director is one who is independent of
         management, who does not have any consulting, advisory or other
         compensatory relationship with the Company and who is not an affiliated
         person of the Company or its subsidiaries as defined by the NASD and
         the SEC. Directors who are currently, or have been within the last
         year, employees of or regular consultants to the Company, or one of its
         subsidiaries, are not independent.

                  D. BOARD MEMBERSHIP CRITERIA. The Corporate Governance and
         Nominating Committee is responsible for reviewing with the Board on a
         periodic basis as necessary, the appropriate skills and characteristics
         required of Board members in the context of the current make-up of the
         Board.

                  E. SELECTION OF NEW DIRECTOR CANDIDATES. The Board itself
         should be responsible, in fact as well as procedure, for selecting its
         own members, determining and reviewing their qualifications. The Board
         delegates the screening process involved to the Corporate Governance
         and Nominating Committee with the direct input from the Chairman of the
         Board and Chief Executive Officer.

         6. BOARD COMPENSATION REVIEW. The staff of the Company should report
once a year to the Compensation Committee the status of the Board's compensation
in relation to other like companies. Changes in Board compensation, if any,
should come at the suggestion of the Compensation Committee, but with full
discussion and concurrence by the full Board.

         7. ASSESSING THE BOARD'S PERFORMANCE. The Corporate Governance and
Nominating Committee is responsible to report annually to the Board an
assessment of the Board's performance, decision making process and procedures.
The Committee's purpose is to increase the effectiveness of the Board, not to
review individual Board members. In addition, the Board shall conduct an annual
independent self-evaluation to determine whether the Board and its committees
are functioning effectively. The assessment should be of the Board's and the
various committees' contributions as a whole and specifically review areas in
which the Board and/or the management believes a better contribution could be
made in the short-and long-term perspective. The purpose should be to increase
the effectiveness of the Board and of each committee as a whole as well as their
individual members.

         8. COMMITTEES OF THE BOARD. The committee structure of the Board shall
at least consist of an Executive Committee, an Audit and Compliance Committee, a
Compensation Committee and a Corporate Governance and Nominating Committee. The
Board shall convene other committees, as it deems appropriate, such as an
Executive Committee.

                  A. ASSIGNMENT AND ROTATION OF COMMITTEE MEMBERS. It is the
         sense of the Board that consideration should be given to rotating
         committee members periodically, but the Board does not feel that such a
         rotation should be mandated as a policy since there may be reasons to
         maintain an individual director's committee membership for a longer
         period.

                  B. FREQUENCY AND LENGTH OF COMMITTEE MEETING. The Committee
         chairman, in consultation with the committee members, will determine
         the frequency and length of the meetings of the committee in adherence
         to the committee charter.

                  C. COMMITTEE AGENDA. The chairman of the committee, in
         consultation with the appropriate members of management and staff, will
         develop the committee's agenda. Each committee will issue a schedule of
         agenda subjects to be discussed for the ensuing year at the beginning
         of each fiscal year (to the degree these can be foreseen). This forward
         agenda will also be shared with the full Board.



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                  D. COMMITTEE CHARTER. Each committee, unless otherwise
         directed by the Board, shall develop a charter for approval by the full
         Board. The charter will set forth the principles, policies, objectives
         and responsibilities of the committees. The charters will provide that
         each committee will meet to review its performance at least once a
         year. The charters of the Audit and Compliance Committee, the
         Compensation Committee and the Corporate Governance and Nominating
         Committee shall be subject to periodic review by the Board. Each
         committee shall have the powers and responsibilities set out in its
         charter, which shall be posted on the Company's website.

                  E. COMMITTEE MEMBERSHIP. The Audit and Compliance Committee,
         the Compensation Committee, and the Corporate Governance and Nominating
         Committee shall each consist of three or more directors each of whom
         shall satisfy the independence (and, in the case of the Audit and
         Compliance Committee, the financial literacy and experience)
         requirements of Section 10A of the Securities Exchange Act of 1934, the
         NASD and any other regulatory requirements. The members of these
         committees will also meet the other membership criteria specified in
         the respective charters for these committees. Committee members will be
         appointed by the Board upon recommendation by the Corporate Governance
         and Nominating Committee of the Board, in accordance with the charter
         and principles of the committee.

         9. DIRECTOR RESPONSIBILITIES. The fundamental role of the directors is
to exercise their business judgment to act in what they reasonably believe to be
the best interests of the Company and its shareholders. In fulfilling that
responsibility the directors should be able to rely on the honesty and integrity
of the Company's senior management and expert legal, accounting, financial and
other advisors.


         10. TERM LIMITS: There is currently no limitation on the number of
terms a director may serve. While term limits could help ensure that there are
fresh ideas and viewpoints available to the Board, they hold the disadvantage of
losing the contribution of directors who have been able to develop, over a
period of time, increasing insight into the Company and its operations and,
therefore, provide an increasing contribution to the Board as a whole. However,
the independent directors and the Chairman of the Board will review each
director's continuation on the Board at least every 3 years. This will allow
each director the opportunity to conveniently confirm his or her desire to
continue as a member of the Board.

         11. SUCCESSION PLANNING AND LEADERSHIP DEVELOPMENT. There should be
available, on a continuing basis, the Chief Executive Officer's recommendation
as to his successor should the Chief Executive Officer be unexpectedly disabled.
In addition to the succession planning annual report, there should at the same
time be a report on leadership development throughout the Management
organization by the Chief Executive Officer.

         12. STRATEGIC PLAN. Every year the Board will review and approve a
multi-year strategic plan and a one-year operating plan for the Company.

         13. FORMAL EVALUATION OF THE CHIEF EXECUTIVE OFFICER. The Compensation
Committee shall submit to the non-management directors an evaluation of the
Chief Executive Officer not later than February 28 of each year. After review,
amendment and agreement by the non-management directors, the evaluation should
be communicated to the Chief Executive Officer by the non-management directors.
The evaluation should be based on objective criteria including performance of
the business, accomplishment of long term objectives, development of management
and achievement of goals as established by the Board. The non-management
directors' final evaluation will be used by the Compensation Committee when
considering and recommending to the Board the compensation of the Chief
Executive Officer.