TERMINATION AGREEMENT





THIS AGREEMENT OF TERMINATION OF
EMPLOYMENT AGREEMENT (this “Agreement”) is made to be effective as
of the 19th day of
February, 2010, by and between Ohio Legacy Corp., an Ohio corporation (“OLC”), and
Gregory A. Spradlin, an individual resident of the State of Ohio (the “Executive”).





WITNESSETH:





WHEREAS, the Executive and OLC
are parties to that certain Change in Control Agreement dated December 18, 2007,
(the “Executive
Agreement”);




WHEREAS, OLC and Excel
Financial, LLC (including its permitted assigns, “Excel”)
are parties to that certain Stock Purchase Agreement dated  November
15, 2009 (the “Purchase
Agreement”), pursuant to which Excel will purchase 15,000,000 shares of
OLC, which will constitute 76% of OLC’s outstanding shares
after the transaction;




WHEREAS, pursuant to Sections
2.04(a)(xiii) and 6.03(h) of the Purchase Agreement, OLC has agreed, as a
condition to the closing of the purchase by Excel the Executive Agreement will
be terminated;




WHEREAS, the Executive, as a
shareholder of OLC, will benefit from the investment in OLC by
Excel;




WHEREAS, Excel would not make
its investment in the Company if the Executive Agreement remained in effect and
the Executive would not benefit from Excel’s investment;




WHEREAS, the Executive desires
to terminate the Executive Agreement to facilitate the purchase of shares by
Excel; and




NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, the
investment by Excel in OLC and the resulting benefit to be received by the
Executive and the potential continued employment of the Executive as an
“at-will” employee after the closing of the stock purchase, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, OLC and the Executive hereby agree as follows:




1.           Effective
immediately prior to the consummation of the transactions contemplated by the
Purchase Agreement, OLC and the Executive hereby (i) terminate the Executive
Agreement, (ii) agree that the Executive Agreement shall be of no further force
or effect and (iii) agree that neither OLC nor the Executive will have any
further rights or obligations thereunder.  Notwithstanding the
foregoing, Sections 6 and 7 regarding nonsolicitation and nondisclosure shall
remain in full force and effect.




2.           Notwithstanding
anything in this Agreement to the contrary, OLC and the Executive agree that in
the event that the closing under the Purchase Agreement does not occur or the
Purchase Agreement is terminated: (i) this Agreement will be null and void
and will have no force or effect; (ii) neither OLC nor the Executive, nor
their respective successors and assigns, will have any rights or obligations
hereunder; and (iii) the Executive Agreement will remain in full force and
effect as if this Agreement were never entered into.








3.           The
Executive acknowledges that the payment of any severance or termination payments
to which the Executive may be entitled under the Executive Agreement has been
prohibited by the Office of the Comptroller of the Currency and that no such
payments will be made in connection with the execution hereof.





4.           The
Executive hereby releases any and all rights or claims that the Executive may
have against OLC, its directors, officers, affiliates, representatives, agents
and successors arising in any way under the Executive Agreement or in any way
related to the Executive Agreement.




5.           This
Agreement shall be governed in all respects by the laws of the State of
Ohio.  This Agreement will be binding upon and inure to the benefit of
OLC’s and the Executive’s respective successors and assigns.  This
Agreement may be executed in multiple counterparts and by facsimile or
electronic transmission, each of which shall be an original and all of which
together shall constitute one and the same Agreement.









[Remainder
of Page Intentionally Blank; Signatures Follow]




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




EXECUTIVE
                                
                                
                                OHIO
      LEGACY CORP./s/
      Gregory A. Spradlin
                                
                                
                                By:
                                /s/
      D. Michael KramerGregory
      A. Spradlin
                                
                                
                                Name:
                                D.
      Michael KramerTitle:
                                President
      & CEO
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