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                                                                  Exhibit 99.7

                       CODE OF BUSINESS CONDUCT AND ETHICS

                              OHIO LEGACY CORP AND
                             OHIO LEGACY BANK, N.A.


I.       BACKGROUND

         A.       PURPOSE

                  This Code of Conduct reaffirms our basic policies of ethical
                  conduct for directors and staff members of Ohio Legacy Corp
                  ("Company") and Ohio Legacy Bank, N.A. ("Bank") (collectively
                  "Legacy"). The foundation of our policy consists of basic
                  standards of business as well as personal conduct:

                  1.       Honesty and candor in our activities, including
                           observance of the spirit, as well as the letter, of
                           the law.

                  2.       Avoidance of conflicts between personal interests and
                           the interests of Legacy, or even the appearance of
                           such conflicts.

                  3.       Respecting the confidentiality of information
                           obtained in the course of business.

                  4.       Maintenance of our reputation and avoidance of
                           activities which might reflect adversely on Legacy.

                  5.       Integrity in dealing with Legacy's assets.

         B.       OBJECTIVE

                  Legacy has established this policy to assist its employees in
                  understanding and carrying out this mandate for honesty,
                  integrity, and high standards of conduct:

                  1.       Legacy's reputation for integrity is its most
                           valuable asset and is determined by the conduct of
                           its employees.

                  2.       Each employee must manage his/her personal and
                           business affairs so as to avoid situations that might
                           lead to a conflict or even suspicion of a conflict
                           between self-interest and duty to Legacy, its
                           customers, and its shareholders.

                  3.       No position with Legacy must ever be used, directly
                           or indirectly, for private gain, to advance personal
                           interests, or to obtain favors or benefits for an
                           employee, a member of his/her family, or any other
                           person.


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         C.       DEFINITION AND SCOPE

                  The terms "employee" or "employees" as used in this policy
                  statement include all directors, officers, employees,
                  attorneys and agents of Legacy. Additionally, "insiders"
                  (directors, officers and principal shareholders) are also
                  subject to the provisions of Legacy's Insider and Affiliate
                  Credit Policy and other Policies and Codes as may apply to
                  them as a result of their relationship with Legacy.


II.      CONFLICTS OF INTEREST

         A.       CONFLICTS OF INTEREST:  GENERAL

                  The primary principle underlying conflicts of interest is that
                  employees must never permit their personal interests to
                  conflict or appear to conflict with the interests of Legacy or
                  its customers. Even the appearance of a conflict between
                  personal gain and the interests of Legacy erodes the trust and
                  confidence on which our reputation rests. An employee should
                  not represent Legacy in any transaction where he or she has
                  any material connection or significant financial interest.
                  Examples of material connections would include relatives or
                  close personal friends, whether the transaction involves them
                  as individuals or as principals in a firm doing business with
                  Legacy.

                  Examples of a significant financial interest would include the
                  employee's involvement as proprietor, partner, or joint
                  venture in a firm doing business with Legacy. It would also
                  include a situation where the employee has a large enough
                  investment in a corporation-- especially a small
                  corporation--to permit him to influence the corporation's
                  policies and decisions. The employee should avoid transactions
                  involving any of the above circumstances, for otherwise a
                  conflict of interest would exist. By "transactions," we are
                  talking not only about authorizing and making loans, but also
                  about such things as approval of overdrafts; authorizing or
                  accepting checks on uncollected funds; waiving of late
                  charges, overdraft charges, or other normal fees; and waiving
                  of financial statements or collateral documents.

         B.       HOSPITALITY TO PUBLIC OFFICIALS

                  Acts of hospitality toward public officials should never be on
                  such a scale or of such a nature as might tend to compromise
                  or give the impression of compromising the integrity or the
                  reputation of either the public official or Legacy. When
                  appropriate hospitality is extended, it should be with the
                  expectation that it will become a matter of public knowledge.

         C.       DEALING WITH SUPPLIERS

                  Employees must award orders, contracts, and commitments to
                  suppliers of goods or services without favoritism. Legacy
                  business of this nature must be conducted strictly on the
                  basis of merit and, whenever appropriate and feasible,
                  competitive bidding.

         D.       FAIR COMPETITION

                  Under no circumstances should employees enter into
                  arrangements or agreements with competitors. This includes
                  such matters as (1) pricing, (2) marketing policies and
                  strategies, and (3) official management interlocks with
                  nonaffiliates. In the pricing area in particular, discussions
                  with competitors about future pricing plans are strictly
                  forbidden.





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         E.       LOANS TO DIRECTORS, EXECUTIVE OFFICERS, AND THEIR
                  RELATED INTERESTS

                  Federal regulations impose certain restrictions on loans by
                  the Bank to directors, principal shareholders, and executive
                  officers of the Bank. The limitations also extend to those
                  companies or entities in which a director or executive officer
                  has an ownership or controlling interest, called a "related
                  interest." Federal regulations also impose certain
                  restrictions on loans by the Bank to principal shareholders
                  and their related interests. In addition to certain monetary
                  limitations, federal regulations provide that loans to
                  executive officers, directors, and principal shareholders must
                  be made on substantially the same terms, including interest
                  rates and collateral, as those prevailing at the time for
                  compatible transactions with other persons who are not
                  employed by the Bank and which do not involve more than the
                  normal risk of repayment or present other unfavorable
                  features. Both federal and state regulations provide that,
                  except for loans that fall below a certain monetary limit or
                  that are for approved purpose, loans to executive officers,
                  principal shareholders, directors, and their related interests
                  must be approved by the board of directors with the director
                  or officers with the related interests abstaining from the
                  vote. This abstention also includes leaving the room during
                  the discussion and vote on the loan approval.

         F.       LOANS TO OTHER OFFICERS AND EMPLOYEES

                  Bank employees, other than those noted in the section above,
                  are eligible to borrow from the Bank in accordance with the
                  rules of the Employee Loan Policy, available through the
                  President or Senior Loan Officer.

                  With the exception of preferential loans by executive officers
                  from correspondent banks, neither Bank policies nor federal
                  banking regulations restrict employee borrowing relationships
                  with other institutions. However, each employee is expected to
                  maintain his or her financial affairs in a satisfactory
                  manner, and to manage debts in relation to income and net
                  worth.

         G.       SELF-DEALING OR TRADING ON ONE'S POSITION

                  Employees are prohibited from self-dealing or otherwise
                  trading on their positions with the Bank or the Company.
                  Employees are also prohibited from accepting business
                  opportunities from an individual or company doing or seeking
                  to do business with the Bank or Company when that business
                  opportunity is not available to other persons or that is made
                  available because of such official position with the Bank. The
                  Bank requires disclosure of all potential conflicts of
                  interest, including those in which employees have been
                  inadvertently placed due to either business or personal
                  relationships with customers, suppliers, business associates,
                  or competitors of the Bank or Company.

         H.       SERVICE WITH OUTSIDE ORGANIZATIONS FOR PROFIT

                  An employee must never become a director or an official of a
                  business organized for profit without first obtaining a
                  written statement from the chief executive officer stating
                  there is no objection to such service. The request will then
                  be reviewed for final approval by the board of directors to
                  determine whether any conflicts of interest exist or appear to
                  exist. Any fees earned by a staff member for service on an
                  outside commercial board in which Legacy has no equity
                  interest may be retained by the individual. Regarding
                  employment outside Legacy, employees should not allow the
                  outside employment to interfere with their job performance or
                  require such long hours as to affect their physical or mental
                  effectiveness. An employee is expected to devote full
                  attention to Legacy's interest during regular hours of
                  employment. All outside employment must be reported to and
                  approved by the President and Legacy reserves the right not to
                  approve any outside employment which could be detrimental to
                  Legacy's image.

         I.       INVOLVEMENT IN CIVIC, TRADE, EDUCATIONAL, CHARITABLE AND
                  FRATERNAL AFFAIRS

                  Legacy encourages employees to participate in civic and
                  charitable activities. For business reasons, it is sometimes
                  desirable to have employees of Legacy become active members of
                  not-


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                  for-profit organizations. Employees choosing to participate in
                  civic, charitable, political, and professional association
                  activities are responsible for seeing that such participation
                  does not result in any actual or apparent conflict of
                  interest, encroach upon working time, or otherwise interfere
                  with regular duties. If an employee has any question in this
                  regard, he or she should discuss the matter with the
                  President.

         J.       PERSONAL FIDUCIARY APPOINTMENTS

                  Employees must not accept personal fiduciary appointments
                  without first securing written approval from the board of
                  directors, unless such appointments result from close family
                  relationships.

         K.       PERSONAL FEES AND COMMISSIONS

                  No employee may accept personal fees or commissions in
                  connection with any transactions on behalf of Legacy.

         L.       WORK RELATIONSHIPS

                  No employee shall give or receive any special considerations
                  to the conditions of employment of another employee due to
                  family or personal relationships. Just as external business
                  decisions are based on sound, ethical business practices, all
                  personnel decisions must be based on sound management
                  practices and not be influenced by personal concerns.

         M.       SECURITIES UNDERWRITER

                  No staff member may become an officer, director, or employee
                  of any securities underwriting corporation. It is prohibited
                  by 12 USC 78.


III.     CONFIDENTIALITY

         A.       CONFIDENTIALITY:  GENERAL

                  Confidentiality is a fundamental principle of the financial
                  services business. This principle is equally applicable to
                  non-public information concerning Legacy and to similar
                  information received by Legacy from a customer or supplier for
                  a business purpose. This principle applies with equal force to
                  both informal and formal communications.

         B.       CONFIDENTIAL INFORMATION CONCERNING LEGACY

                  Staff members must not divulge any non-public information
                  regarding Legacy to any outsider except for a legitimate
                  business purpose and with the understanding that the
                  information is confidential and is to be used solely for the
                  limited business purpose for which it was given and received.

         C.       CONFIDENTIALITY OF CUSTOMER RECORDS AND CREDIT FILES

                  Financial and personal information about customers is entitled
                  to the same respect and care as funds or physical property. To
                  protect the privacy rights of its customers, the Bank will:

                  1.       Collect and maintain only that information which is
                           specifically necessary to serve customer accounts
                           properly and render fair credit judgment.



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                  2.       Maintain in a secure manner all files and record
                           keeping systems which contain information on
                           customers.

                  3.       Divulge no personal or credit information to third
                           parties except with proper customer authorization, or
                           pursuant to proper legal process or regulation, or
                           for purposes of extension of credit by other lenders.

                  4.       In the event of subpoena or other legal process
                           requiring the organization to disclose customer
                           information the following procedure will be
                           implemented:

                           (i)      Notify customers as promptly as possible
                                    of the request.

                           (ii)     Make full use of the maximum legal waiting
                                    period before honoring the subpoena or other
                                    process, which will give the customer the
                                    opportunity to take any available legal
                                    recourse.

                           (iii)    Refuse to permit inspection of files not
                                    directly requested by legal document. Only
                                    information specifically required will be
                                    released. Access to files not specified will
                                    not be permitted.

                  Instruct all employees with access to such files and
                  information about these privacy provisions.

         D.       REQUESTS BY REGULATORY OR GOVERNMENTAL AGENCIES

                  Requests by regulatory or governmental agencies for
                  information other than that required for Legacy examinations
                  and required reports should be referred to the President, with
                  the exception of FinCen requests that are handled by the
                  Bank's OFAC Officer.


IV.      MAINTENANCE OF OUR REPUTATION AND AVOIDANCE OF ACTIVITIES WHICH MIGHT
         REFLECT ADVERSELY ON THE BANK

         A.       BRIBES AND PREFERENTIAL TREATMENT

                  In accordance with applicable laws and regulations, employees
                  are prohibited from soliciting for themselves or for a third
                  party anything of value from anyone in return for any business
                  service or confidential information of Legacy and accepting
                  anything of value (other than bona fide salary, wages, fees or
                  other compensation paid by Legacy in the usual course of
                  business) from anyone in connection with the business of
                  Legacy, whether before or after a transaction is discussed or
                  consummated. All gifts received or offered, other than the
                  exceptions listed below, should be immediately disclosed in
                  writing to employee's supervisor and to Legacy's counsel. The
                  exceptions are:

                  1.       If the benefit is available to the general public
                           under the same conditions that it is available to the
                           bank employee.

                  2.       Acceptances of gifts, gratuities, amenities, or
                           favors based on obvious family or personal
                           relationships (such as those with the parents,
                           children or spouse of a bank official) when the
                           circumstances make it clear that it is those
                           relationships, rather than the business of the Bank,
                           which are the motivating factors.

                  3.       Acceptance of meals, refreshments, travel
                           arrangements or accommodations, or entertainment in
                           the course of a meeting or other occasion, the
                           purpose of which is to hold bona fide business
                           discussions or to foster better business relations,
                           provided that the


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                           expense would be paid for by the Bank as a reasonable
                           business expense if not paid for by another party.
                           The acceptable maximum value for each is:

                               Meals and refreshments              $50 or less
                               Travel and Lodging                  $500 or less
                               Entertainment                       $50 or less

                  4.       Acceptance of loans from other banks or financial
                           institutions on customary terms to finance proper and
                           usual activities of Bank officials, such as home
                           mortgage loans, except where prohibited by law.

                  5.       Acceptance of advertising or promotional material of
                           minimal value, such as pens, pencils, note pads, key
                           chains, calendars and similar items.

                  6.       Acceptance of discounts or rebates on merchandise or
                           services that do not exceed those available to other
                           customers.

                  7.       Acceptance of gifts not to exceed $100 in value that
                           are related to commonly recognized events or
                           occasions, such as a promotion, wedding, graduation,
                           Christmas, bar or bat mitzvah, etc.

                  8.       Acceptance of civic, charitable, educational, or
                           religious organizational awards for recognition of
                           service and accomplishment. The monetary value of
                           such awards should not exceed $100.

                  If violations of these bribery and preferential treatment
                  provisions occur, appropriate action will be taken
                  immediately. Depending upon the severity and circumstances of
                  the violation, such actions could range from requiring that
                  reimbursement be made to the giving party up to termination of
                  the employee involved in the violation. Employees must submit
                  documentation of the nature and value of all gifts and other
                  consideration or remuneration over $100 in value that are
                  received in conjunction with or related to Bank business. The
                  compliance officer will maintain this documentation in a
                  permanent file.

                  The penalties for violations of the Bank Bribery Act will be
                  imposed if the value of the item offered or received exceeds
                  $100. Under the Act, the offense is a felony punishable by up
                  to five years imprisonment and a fine of up to $1,000,000 or
                  three times the value of the bribe or gratuity. If value does
                  not exceed $100, the offense is a misdemeanor punishable by up
                  to one year imprisonment and a maximum fine of $1,000.

         B.       PERSONAL INVESTMENTS

                  Employees are free to invest in stocks, bonds, and other
                  securities at their discretion, but they must always comply
                  with applicable laws and regulations. Speculation or excessive
                  borrowing and gambling are not consistent with the prudent
                  management of personal affairs expected of a Legacy employee.
                  Staff members must never make changes in their personal
                  investment portfolios on the basis of confidential information
                  relating to Legacy or its customers.




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V.       DEALING WITH THE ASSETS OF THE BANK

         A.       PROPER ACCOUNTING

                  Legacy has established internal accounting controls and record
                  keeping policies in order to meet both the legal and the
                  business requirements of Legacy. Employees are expected to
                  maintain and adhere to these control and policies. The
                  accounting records of Legacy must be complete, accurate, and
                  in reasonable detail. Such records include books of original
                  entry and other financial information used for internal
                  management decision making and external reporting. The
                  underlying transactions must be properly authorized and
                  recorded on a timely basis in order to permit preparation of
                  financial statements in accordance with generally accepted
                  accounting principles and maintain accountability of assets.
                  No fund or asset that is not fully and properly recorded on
                  Legacy's books is permitted. In addition, it is unlawful to
                  falsify any book, record or account which reflects
                  transactions of Legacy or dispositions of Legacy's assets.
                  Employees should be certain that all transactions with other
                  persons are properly documented and recorded to avoid any
                  possible allegation that the Bank was assisting such persons
                  in improperly recording or detailing the nature of the
                  transactions involved. In addition, employees will adhere to
                  the Currency Transaction Reporting Policy as required by
                  federal law. All employees of Legacy who are authorized to
                  incur business expenses are responsible for the accurate and
                  timely reporting of such expenses. All expenditures must be in
                  accordance with existing policies.

         B.       PROPRIETARY INFORMATION, PRODUCTS, SERVICES AND OTHER PROPERTY

                  All staff members are expected to protect Legacy's ownership
                  of property, including information, products and services. The
                  misuse or removal from Legacy's facilities of Legacy's
                  furnishings, equipment, and supplies is prohibited, unless
                  specifically authorized. This applies equally to other
                  property created, obtained, or copied by Legacy for its
                  exclusive use--such as client lists, files, reference
                  materials and reports, computer software, data processing
                  systems, and databases. Neither originals nor copies may be
                  removed from Legacy's premises or used for purposes other than
                  Legacy business without the President's authorization.

         C.       DISCLOSURE OF ACTUAL OR POTENTIAL VIOLATIONS

                  If an employee feels that he/she has violated or created a
                  potential violation, or the appearance of a violation of this
                  Code of Business Conduct and Ethics, even inadvertently, the
                  employee should report the facts of the situation to his/her
                  supervisor or to the President.

                  Similarly, if an employee is aware of an apparent violation of
                  this policy by another employee, that fact should be reported
                  in good faith to the President. The nature of some actual or
                  potential violations, including the position of the employee
                  involved, may dictate that the violation be reported directly
                  to the board of directors or one or more of its members.
                  Legacy will maintain a written record of any disclosures of
                  actual or potential violations to this Code of Business
                  Conduct and Ethics.


VI.      PERSONAL CONDUCT

         The Bank has certain standards of conduct that are expected of all
         employees. While most of them concern on-the-job issues, some
         necessarily involve conduct outside Legacy as well.

         A.       TREATMENT OF CUSTOMERS

                  All employees are expected to always be courteous and
                  businesslike in their professional interactions with
                  customers, co-workers, and members of the community. While we
                  strive to



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                  maintain a pleasant work atmosphere, excessive personal
                  conversation, congregating in groups, joking, and idle
                  conversation can be detrimental to the image we project and
                  distracting to others, and therefore, inappropriate. Under no
                  circumstances should any employee be talking to another
                  employee while waiting on a customer unless it is pertaining
                  to business regarding that customer. No employee should
                  interrupt any conversation another employee is having with a
                  customer, unless it relates to that customer's business with
                  Legacy.

                  All employees should be friendly and give the customer their
                  undivided attention. Always remember the "May I help you's,"
                  "Thank you's," and "I'm sorry's," and use the customers name
                  in the conversation. Give individual consideration, and be
                  tactful when it is necessary to refuse a request because of
                  Bank policy. Apologize for errors or delays, and take time to
                  be helpful.

         B.       TELEPHONE CONDUCT

                  A good telephone personality will win friends for the employee
                  and Legacy. Telephone contacts warrant special consideration
                  since the person calling cannot see the employee. The caller
                  can only draw an impression from the employee's voice and
                  manner. Be alert, pleasant, natural, distinct, and expressive.
                  The telephone should be answered promptly, on the first ring
                  if possible. Prompt answering helps build a reputation of
                  efficiency on the part of the Bank.

                  Employees should identify themselves and their department when
                  answering the phone. When answering another person's phone,
                  the employee should identify him/herself and the individual
                  whose phone they are answering (for example, "Mr(s). Reed's
                  office, Sally Smith speaking"). If answering someone else's
                  phone, an employee should always ask to take a message.

                  If a caller must be put on hold, he/she should first be asked
                  if he/she does not mind holding. No caller should remain on
                  hold for more than thirty seconds. If the customer waits on
                  the line, a "thank you for waiting" is a must when the
                  employee returns to the line.

         C.       INTERACTIONS WITH CO-WORKERS

                  A staff with a genuine spirit of teamwork is vital both to the
                  efficient operation of Legacy and to the satisfaction of the
                  employees. All employees must endeavor to assist other
                  employees, both within their own departments and in other
                  departments, on any matter in which they can. While an
                  employee's first responsibility is to his/her own job, there
                  are occasions when one employee is busy while another is not.
                  In such situations, employees who are not busy are expected to
                  "lend a hand" to those who are.

                  Also, all employees are expected to be sensitive to the
                  concerns and workloads of employees in departments other than
                  their own and to attempt to find ways to alleviate problems in
                  this regard. Similarly, supervisors will develop policies that
                  reduce the imbalances in workflow between departments.
                  Complete teamwork involves effort and cooperation by
                  management and every member of our organization.

         D.       PUBLIC ACTIVITIES AND AFFAIRS

                  When participating in public affairs and other off-the-job
                  activities, all employees are cautioned to refrain from
                  conduct that could reflect negatively on the participant or
                  Legacy.

                  Endorsements, testimonials, and publications must be presented
                  to the President for approval. None of these activities are to
                  be represented, implied, construed, or directed as actions
                  and/or endorsements of the Bank unless explicitly sanctioned
                  by the board of directors.



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                  As mentioned, all employees of the Bank, particularly
                  managers, are encouraged to participate in civic organizations
                  and political activities provided such participation does not
                  unduly interfere with their duties or cause detrimental action
                  to Legacy.

                  An employee who considers becoming a candidate for any
                  elective public office or being appointed to any governmental
                  position, should inform the Bank and obtain prior approval of
                  the board of directors through the President.


VII.     ACTIONS IN CASES OF NON-COMPLIANCE

         The importance and seriousness of this subject cannot be
         overemphasized. Instances of non-compliance with the provisions or
         spirit of this Code of Business Conduct and Ethics will be dealt with
         in a direct and fair-handed manner. When all the pertinent facts of a
         case have been determined, at a level commensurate with the seriousness
         of the case, Legacy will take appropriate action, which may include,
         but is not limited to, the following:

         A.       Appropriate consideration will be given if the instance was
                  voluntarily disclosed by the employee involved.

         B.       If the violation appears inadvertent and not of highly serious
                  consequence, remedial instruction and training by the
                  employee's supervisor may be the appropriate remedy.

         C.       Progressively more serious violations may warrant
                  progressively stronger bank action including a letter of
                  reprimand to the employee with a copy to the employee's
                  personnel file, suspension without pay for an appropriate
                  length of time, or dismissal.

         D.       A Uniform Criminal Referral Form may be filed no later than
                  seven business days following the discovery of the violation
                  and in accordance with applicable regulatory guidelines.

         An employee proposed to be subjected to any disciplinary action because
         of an alleged violation shall have the right to appeal his or her case
         to the board of directors. The board's decision in such cases shall be
         final.


THE ABOVE POLICY HAS BEEN RECEIVED, READ AND UNDERSTOOD BY THE FOLLOWING.


Employee Name:    _____________________________________