<PAGE>



                                OHIO LEGACY CORP
                             305 WEST LIBERTY STREET
                               WOOSTER, OHIO 44691

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


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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


To our Shareholders:

         The 2002 Annual Meeting of Shareholders (the "Annual Meeting") of Ohio
Legacy Corp (the "Company") will be held at 4026 Dressler Road, N.W., Canton,
Ohio on April 25, 2002 at 10:00 a.m. for the following purposes:

         1.       To elect four (4) Class II directors to serve until the 2005
                  annual meeting and until their successors are elected and
                  qualified.

         2.       To consider and approve an amendment to the Company's Omnibus
                  Stock Option, Stock Ownership and Long Term Incentive Plan
                  ("Plan") to increase the number of authorized shares under the
                  Plan eligible for issuance to employees and non-employee
                  directors of the Company by 100,000 shares.

         3.       To act upon such other matters as may properly come before the
                  Annual Meeting or any adjournments thereof.

         Shareholders of record as of close of business on March 1, 2002 are
entitled to notice of and to vote at the Annual Meting.

         WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE AS
PROMPTLY AS POSSIBLE. YOU HAVE THE OPTION TO REVOKE YOUR PROXY AT ANY TIME PRIOR
TO THE ANNUAL MEETING REGARDLESS OF YOUR VOTING METHOD, OR TO VOTE YOUR SHARES
PERSONALLY ON REQUEST IF YOU ATTEND THE MEETING.


                                              By Order of the Board of Directors


                                              Daniel H. Plumly
                                              Secretary


March 22, 2002

<PAGE>



                                OHIO LEGACY CORP
                             305 WEST LIBERTY STREET
                               WOOSTER, OHIO 44691


                                 PROXY STATEMENT


                               VOTING INFORMATION

         The accompanying proxy is solicited by the Board of Directors of the
Company and will be voted in accordance with the instructions given, unless
revoked. If no direction is indicated, such shares will be voted in favor of all
the proposals set forth in this Proxy Statement and in favor of the election to
the Board of Directors of the nominees named in this Proxy Statement. A
shareholder may revoke his or her proxy without affecting any vote previously
taken by giving notice to Secretary of the Company in writing or by voting in
person at the Annual Meeting.

         The record date for determination of shareholders entitled to vote at
the Annual Meeting is March 1, 2002. On that date, the outstanding common shares
of the Company were 965,500, having no par value. Each shareholder will be
entitled to one vote per share on all matters to be submitted at the Annual
Meeting. Shareholders representing the majority of the then outstanding shares
entitled to vote at the Annual Meeting shall constitute a quorum. An abstention
will be considered present at the meeting for purposes of determining a quorum,
but will not be counted as voting for or against the issue to which it relates.

         The approximate date upon which this Proxy Statement and proxy will
first be mailed to shareholders is March 22, 2002. All costs associated with the
solicitation of proxies will be paid by the Company. Proxies will be solicited
primarily by mail, but certain officers and employees of the Company, or its
subsidiary, Ohio Legacy Bank, may solicit proxies, personally or by telephone,
without additional compensation.


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

         The Board of Directors of the Company presently consists of thirteen
members divided into three classes, designated as Class I, Class II and Class
III, with Class I and II currently consisting of four directors and Class III
currently consisting of five directors. The directors in each class are elected
for terms of three years so that at each annual meeting the term of office of
one class of directors expires. The terms of office of the four Class II
directors of the Company will expire on the day of the 2002 annual meeting, upon
the election of their successors.

         Proxies solicited pursuant to this Proxy Statement granting authority
to vote on the election of directors will be voted for the election of the
following Class II directors, whose present terms of office will expire at the
meeting, to serve for three-year terms expiring in 2005 and until their
successors are elected and qualified: Benjamin M. Mast, Robert F. Belden,
Gregory A. Long and Thomas W. Schervish.


                                     - 1 -
<PAGE>

         All nominees have consented to be named in this Proxy Statement and
have agreed to serve if elected. If, prior to election, any nominee becomes
unable or unwilling to serve, and the number of directors is not decreased
accordingly, proxies will be voted for such other nominee as the Board may
select. However, the Company has no reason to believe that any of the nominees
will not be available. Information is set forth below regarding the principal
occupation of each nominee for director and each director who will continue in
office after the Annual Meeting.

         The nominees who receive the greatest number of votes for the director
positions to be filled will be elected to those positions.

         THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE
COMPANY'S NOMINEES FOR DIRECTOR.

NOMINEES TO THE BOARD OF DIRECTORS

CLASS II NOMINEES                   BENJAMIN M. MAST (49)
Term ending in 2005                 Director since 2001
                                    Since 1978, Mr. Mast has served as President
                                    of B-L Transport Inc. He is also the founder
                                    and has served as President of Holmes County
                                    Amish Flea Market, Inc. since 1990. Mr. Mast
                                    is the President of Mast Holdings and serves
                                    as the President of the Ohio Flea Market
                                    Association, a director of Holmes County
                                    Tourism Commission and a member of the East
                                    Holmes Building Council.

                                    ROBERT F. BELDEN (54)
                                    Director since 1999
                                    Since 1995, Mr. Belden has served as the
                                    President of the Belden Brick Company, a
                                    Canton based company since 1885. From 1983
                                    to 1995, Mr. Belden served as the Vice
                                    President of Marketing for Belden Brick. Mr.
                                    Belden served as a director of both Signal
                                    Corporation and Signal Bank from 1988 to
                                    1999. He graduated from the University of
                                    Notre Dame in 1969 with a BS degree in
                                    Mathematics and then graduated from the
                                    University of Michigan Graduate School of
                                    Business in 1971. Mr. Belden has been very
                                    active in community affairs including the
                                    American Red Cross, Canton Regional Chamber
                                    of Commerce, Junior Achievement of Stark
                                    County, Stark County Foundation and others.



                                     - 2 -
<PAGE>

                                    GREGORY A. LONG (52)
                                    Director since 1999
                                    Mr. Long is a licensed CPA with over 27
                                    years experience in the business and
                                    currently serves as the President of Long,
                                    Cook & Samsa, Inc. CPA's of Wooster, Ohio.
                                    Mr. Long is actively involved as a board
                                    member and a Vice President of the Wayne
                                    County Historical Society and is President
                                    of Buckeye Council, Inc., Boy Scouts of
                                    America. He is also a member of the Rotary
                                    Club, a coach in Wooster Youth Baseball and
                                    is Scoutmaster of Boy Scout Troop 61 of
                                    Wooster. Mr. Long is retired from the Army
                                    Reserve as a Lieutenant Colonel.

                                    THOMAS W. SCHERVISH (61)
                                    Director since 1999
                                    Since 1968, Mr. Schervish has served as the
                                    owner and President of Stark Management
                                    Company, which owns and operates a number of
                                    restaurant franchises in the Stark County
                                    area. The company also provides management
                                    and consulting services to other local
                                    businesses. He graduated from the University
                                    of Detroit with a B.S. in Marketing. Mr.
                                    Schervish is very active in community
                                    affairs including the Stark Development
                                    Board, Rotary, Junior Achievement, Downtown
                                    Canton Redevelopment Organizations, Stark
                                    Community Foundation Neighborhood Committee
                                    and others.

DIRECTORS CONTINUING IN OFFICE

CLASS I                             WILLIAM T. BAKER (48)
CONTINUING DIRECTORS                Director since 2001
Term ending in 2003                 Mr. Baker has served as President of Multi
                                    Products Co. since 1978. He is the
                                    co-founder of Share-a-Christmas of Holmes
                                    Co., chairman of West Holmes Stadium
                                    Project, co-chairman of the Knights Track
                                    Project, Vice President of Rails to Trails
                                    of Holmes County and past President of the
                                    Holmes County Chamber of Commerce. Mr. Baker
                                    received a B.S. in Agriculture from The Ohio
                                    State University in 1975.


                                     - 3 -
<PAGE>

                                    J. EDWARD DIAMOND (63)
                                    Director since 1999
                                    Mr. Diamond, a private investor since 1984
                                    in the Canton area, is the retired Chairman
                                    of Glendale Oxygen Company, a Canton based
                                    supplier of cryogenic gases and welding
                                    supplies. He has served on the boards of
                                    Arrowhead Country Club, The Canton Club, The
                                    Canton Ballet and The Canton Symphony
                                    Orchestra Association. He is a graduate of
                                    the University of Virginia and has been a
                                    resident of Canton his entire life.

                                    L. DWIGHT DOUCE (53)
                                    Director since 1999
                                    Mr. Douce is President and Chief Executive
                                    Officer of the Company and has more than 26
                                    years of financial institution experience in
                                    a diverse number of positions, with 16 years
                                    experience in the Wooster area. From October
                                    of 1996 to February of 1999, Mr. Douce
                                    served as President-Chief Operating Officer
                                    of Signal Bank, a $1.8 billion commercial
                                    bank headquartered in Wooster, which
                                    operated more than 25 branches. From 1985 to
                                    October of 1996, Mr. Douce served as
                                    Executive Vice President and Chief Financial
                                    Officer of First Federal Savings and Loan
                                    Association (Signal Bank's predecessor).
                                    During Mr. Douce's tenure, Signal Bank grew
                                    from a $200 million to a $1.8 billion
                                    financial services institution. Mr. Douce
                                    graduated from Capital University with a
                                    B.S. in Business Administration. He has been
                                    a resident of the Wooster area for the last
                                    sixteen years and has been very active in
                                    civic and social activities including the
                                    American Red Cross, Wooster Chamber of
                                    Commerce Board, Kiwanis, United Way and
                                    other activities.



                                     - 4 -
<PAGE>

                                    DANIEL H. PLUMLY (48)
                                    Director since 1999
                                    Since 1981, Mr. Plumly has been a member of
                                    Critchfield, Critchfield & Johnston, Ltd.
                                    and currently serves as its Managing Member.
                                    The law firm has five offices located in
                                    central Ohio. Mr. Plumly served on the board
                                    of directors of Signal Corporation and
                                    Signal Bank from 1986 to 1999. Mr. Plumly
                                    graduated from Muskingum College in 1975
                                    with a B.A. in History and received his J.D.
                                    from Case Western Reserve University in
                                    1978. Mr. Plumly is the President of Meals
                                    on Wheels of Stark and Wayne Counties and
                                    has been involved in coaching youth
                                    football, basketball and lacrosse. He also
                                    serves as Chairman of the Board of Governors
                                    of Wooster Country Club, as a member of the
                                    Board of Trustees of the United Methodist
                                    Church, as a member of the Board of
                                    Directors of Main Street, Inc. Mr. Plumly
                                    previously served on the board of Goodwill
                                    Industries of Wayne County and the Wooster
                                    Lacrosse Club. Mr. Plumly is the Secretary
                                    of the Company.

CLASS III                           D. WILLIAM ALLEN (50)
CONTINUING DIRECTORS                Director since 1999
Term ending in 2004                 Mr. Allen is Vice President of Sales for
                                    Bocko Inc., a custom injection molder in
                                    North Canton. Mr. Allen also is President of
                                    SPC Realty Company, a real estate investment
                                    company. From 1994 to 1997, Mr. Allen served
                                    as the President, Chief Operating Officer
                                    and owner of Service Packaging Corporation.
                                    Mr. Allen currently serves as the Chairman
                                    of the Board of the Canton Regional Chamber
                                    of Commerce and as Secretary of the Board of
                                    Governors of Mercy Medical Hospital. Mr.
                                    Allen is also involved with the Pro Football
                                    Hall of Fame Festival, where his involvement
                                    spans 25 years, and served as its General
                                    Chairman in 1993. Mr. Allen's activities
                                    also include Vice President of Congress Lake
                                    Club Board of Directors, and Treasurer of
                                    Meals on Wheels of Stark and Wayne Counties.

                                    SCOTT J. FITZPATRICK (49)
                                    Director since 1999
                                    Since 1973, Mr. Fitzpatrick has served as a
                                    partner in Fitzpatrick Enterprises in
                                    Canton, Ohio. Mr. Fitzpatrick is primarily
                                    involved in the development of real estate
                                    for his own portfolio.



                                     - 5 -
<PAGE>

                                    RANDY G. JONES (46)
                                    Director since 1999
                                    Since 1979, Mr. Jones has served as
                                    President and owner of R&L Jones Trucking,
                                    Inc., a long-distance trucking company. He
                                    has also served as President and 50% owner
                                    of Snyder Brothers Sales & Service, Inc.
                                    since 1981, which sells new and used trucks
                                    and trailers.

                                    MICHAEL D. MEENAN (48)
                                    Director since 1999
                                    Since 1989, Mr. Meenan has served as the
                                    President and owner of Riverview Industrial
                                    Wood Products, Inc. based in Wooster. Mr.
                                    Meenan is involved in a number of non-profit
                                    organizations in the Wooster area.

                                    STEVEN G. PETTIT (44)
                                    Director since 1999
                                    Mr. Pettit is Senior Loan Officer and
                                    President, Stark County Region, Ohio Legacy
                                    Bank. Mr. Pettit has 15 years of commercial
                                    banking experience in a diverse number of
                                    lending positions in both Stark and Wayne
                                    Counties. From February to September of
                                    1999, Mr. Pettit held the position of Senior
                                    Vice President, Senior Loan Officer for two
                                    regions of FirstMerit Bank, N.A. From March
                                    of 1996 to February of 1999, Mr. Pettit held
                                    the same position at Signal Bank, N.A., a
                                    $1.8 billion financial institution. From
                                    January of 1994 to March of 1996, Mr. Pettit
                                    served as Manager of Commercial Lending for
                                    FirstMerit. Mr. Pettit graduated from the
                                    University of Tennessee with a B.S. degree
                                    in Business Administration and from Ashland
                                    University with an MBA in Executive
                                    Management. Mr. Pettit has been a resident
                                    of the Canton Area his entire life and has
                                    been active in various social and civic
                                    activities, including Meals on Wheels of
                                    Stark and Wayne Counties and the United Way.


                                   PROPOSAL 2
                AMENDMENT OF THE COMPANY'S OMNIBUS STOCK OPTION,
                  STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
             TO INCREASE THE NUMBER OF AUTHORIZED SHARES BY 100,000

         The Plan currently provides that the number of Company Common Shares
under the Plan that can be issued to employees and non-employee directors is
100,000 shares. The Board of Directors recommends that the number of authorized
shares be increased to 200,000. The Board believes that the increase is
necessary to maintain a sufficient number of shares eligible for


                                     - 6 -
<PAGE>

issuance under the Plan to employees and non-employee directors in future years.
Currently, there are 11,000 authorized but unissued shares under the Plan. If
the shareholders approve the amendment to the Plan, there will be 111,000 shares
available for future issuance.

         The affirmative vote of at least a majority of the common shares of the
Company present, in person or by proxy, at the Annual Meeting is required for
the adoption of the proposal to amend the Company's Plan.

       THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.

                               EXECUTIVE OFFICERS

         Mr. Douce is the President and Chief Executive Officer of the Company.
Mr. Pettit is the Company's Senior Loan Officer and President of Stark County
Region, Ohio Legacy Bank. Their biographical information appears above.

         Robert E. Boss, age 45, is a Senior Vice President of Commercial
Lending for Ohio Legacy Bank. Mr. Boss has more than 20 years of financial
institution experience in a variety of lending positions. From January 1990 to
March 2000, Mr. Boss held several positions at the Commercial and Savings Bank
of Millersburg, Ohio, the last of which was the position of Senior Vice
President and Senior Lending Officer. Mr. Boss previously worked in various loan
areas for Bank One of Wooster from 1987 to 1990. Mr. Boss is on the Board of the
Holmes County Training Center, President of the Holmes County Chamber of
Commerce, Treasurer of the Holmes County Economic Development Council and a
director of the Buckeye Council of the Boy Scouts of America. Mr. Boss is a
graduate of Mount Union College with a B.A. in Accounting.



                                     - 7 -
<PAGE>

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         Information is provided below about each person known by the Company to
be the beneficial owner of more than 5% of its outstanding common shares.

<TABLE>
<CAPTION>
                                                     COMMON
                                                     SHARES
                                                    UNDERLYING
                                    COMMON           WARRANTS
                                    SHARES         EXERCISABLE
  NAME AND ADDRESS OF            BENEFICIALLY       WITHIN 60                           PERCENT OF
   BENEFICIAL OWNER                 OWNED             DAYS               TOTAL             CLASS
   ----------------                 -----             ----               -----             -----
<S>                                 <C>               <C>               <C>                <C>
Robert F. Belden, President         75,000            26,200            101,200            7.88%
Belden Brick Company
P. O. Box 20910
Canton, Ohio 44701

J. Edward Diamond                   65,000            26,200            91,200             7.10%
P. O. Box 9187
Canton, OH 44711

L. Dwight Douce                     65,000            27,367            92,367             7.19%
4563 Huntington Woods
Wooster, Ohio 44691

Scott J. Fitzpatrick                45,000            22,200            67,200             5.23%
4942 Higbee Avenue, N.W.
Suite A
Canton, Ohio 44718

Thomas W. Schervish                 49,000            23,000            72,000             5.61%
330 3rd Street, N.W.
Canton, Ohio 44702
</TABLE>



                                     - 8 -
<PAGE>

          STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

         Information is set forth below regarding beneficial ownership of common
shares of the Company by each director and all directors and executive officers
as a group. Except as otherwise noted, each person has sole voting and
investment power as to his shares. The information set forth below is as of
March 1, 2002.

<TABLE>
<CAPTION>
                                                          COMMON
                                                          SHARES
                                       COMMON           UNDERLYING
                                       SHARES            WARRANTS
                                    BENEFICIALLY        EXERCISABLE                          PERCENT OF
         NAME                          OWNED           WITHIN 60 DAYS       TOTAL               CLASS
         ----                          -----           --------------       -----               -----
<S>                                  <C>                <C>               <C>               <C>
DIRECTORS
D. William Allen                       10,000              9,864             19,867             1.55%
William T. Baker                       45,000             10,500             55,500             4.32
Robert F. Belden(1)                    75,000             26,200            101,200             7.88
J. Edward Diamond                      65,000             26,200             91,200             7.10
L. Dwight Douce                        65,000             27,367             92,367             7.19
Scott J. Fitzpatrick                   45,000             22,200             67,200             5.23
Randy G. Jones                         10,000              3,500             13,500             1.05
Gregory A. Long                        25,000             18,500             43,500             3.39
Benjamin M. Mast                       13,000              4,100             17,100             1.33
Michael D. Meenan                      21,500             17,500             39,000             3.04
Steven G. Pettit                       17,000              6,733             23,733             1.85
Daniel H. Plumly                       22,000             17,600             39,600             3.08
Thomas W. Schervish                    49,000             23,000             72,000             5.61
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP
(14 PERSONS)                         482,500             220,600             703,100           54.741%
</TABLE>

(1) Common shares held in the name of Belden Brick Company, of which
    Mr. Belden is President.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during 2001 and Forms 5 and amendments thereto
furnished to the Company with respect to 2001, no director, officer or
beneficial owner of more than ten percent of its outstanding



                                     - 9 -
<PAGE>

common shares failed to file on a timely basis during 2001 or prior fiscal years
any reports required by Section 16(a) of the Exchange Act.

                      COMMITTEES OF THE BOARD OF DIRECTORS

         During 2001, the Board of Directors of the Company met twelve times.
Other than the Audit Committee, the Board of Directors of the Company has not
established any formal committees. All formal committees are established under
the oversight of the Board of Directors of Ohio Legacy Bank. During 2001, each
director attended at least 75% of the total number of meetings of the Board of
Directors of the Company and the committees on which he served.

         The Loan Committee is comprised of eight directors, one of whom is an
officer of Ohio Legacy Bank. The directors currently serving on this Committee
include Messrs. Plumly, the Chairman of the Committee, Baker, Douce, Diamond,
Fitzpatrick, Meenan, Long and Schervish. The primary responsibilities of the
Loan Committee are to review and approve loans over particular limits and review
and approve changes to Ohio Legacy Bank's lending policies and procedures.

         The Executive Committee is comprised of four directors. The directors
currently serving on this Committee include Messrs. Douce, Diamond, Baker and
Belden. The Executive Committee meets on an as needed basis, and its primary
responsibility is to exercise the authority of the board of directors in between
board meetings, to the extent permitted by law.

         The Compensation Committee is comprised of four directors, with its
primary responsibilities being the review of personnel policies and practices
and evaluation of senior management. The directors currently serving on the
Compensation Committee include Messrs. Plumly, Schervish, Mast and Belden.

         The Audit Committee of the Company is comprised of four directors, none
of whom are officers of the Company or Ohio Legacy Bank. The Audit Committee's
primary responsibilities are the review of internal and external auditors'
reports, the review of internal loan review reports, evaluation of the internal
auditor and external audit firm, and the review of regulatory examination
results. The directors currently serving on the Audit Committee include Messrs.
Long, Allen, Jones and Fitzpatrick. Each member of the Audit Committee is
"independent" under the NASD's listing standards.

         The Audit Committee performs its oversight functions and
responsibilities pursuant to a written charter adopted by the Company.

                          REPORT OF THE AUDIT COMMITTEE

         The Audit Committee has reviewed and discussed with the Company's
management the audited financial statements of the Company for the fiscal year
ended December 31, 2001. The Audit Committee has also discussed with Crowe,
Chizek and Company LLP ("Crowe Chizek"), the Company's independent auditors, all
matters required by Statements on Auditing Standards No. 61, Communications with
Audit Committees. The Audit Committee has also received the


                                     - 10 -
<PAGE>

written disclosures and the letter from Crowe Chizek required by Independence
Standards Board Standard No. 1, and has discussed with Crowe Chizek its
independence.

         Based on the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

                                                    The Audit Committee
                                                    Gregory A. Long, Chairperson
                                                    D. William Allen
                                                    Scott J. Fitzpatrick
                                                    Randy G. Jones

                              DIRECTOR COMPENSATION

         Employee directors receive no compensation for their services as
directors. Each non-employee director receives reimbursement of out-of-pocket
expenses incurred in serving as a director. In addition, subject to compliance
with the restrictions and requirements of the FDIC stock benefit plan policy,
each non-employee director will receive automatic awards of nonqualified stock
options under the Ohio Legacy Corp Omnibus Stock Option, Stock Ownership and
Long-Term Incentive Plan consisting of options to purchase 2,500 common shares
of the Company awarded on the date of commencement of service as a non-employee
director (the "Initial Options"), and, thereafter, annual options to purchase
1,000 common shares of the Company (the "Annual Options"). Initial Options vest
and become exercisable (at an exercise price equal to the fair market value of
the Company's common shares on the date of the automatic grant of the Initial
Option) over a period of five years at the rate of 20 percent per year, while
Annual Options vest and become exercisable (at an exercise price equal to the
fair market value of the Company's common shares on the date of the automatic
grant of the Annual Option) upon their grant dates. However, due to FDIC
regulations, no options can be granted to any non-employee director until one
year after the date of the Company's initial public offering. The Company issued
the Initial Options to each non-employee director on February 19, 2002 along
with the Annual Options, representing, in the aggregate, options to purchase
38,500 common shares of the Company.

                             EXECUTIVE COMPENSATION

         The Company and Ohio Legacy Bank have entered into a one-year
employment agreement with Mr. Douce, its President and Chief Executive Officer.
Mr. Douce's employment agreement renews automatically for an additional year
unless either Mr. Douce or the Company furnishes at least sixty days prior
notice to the other of intent to terminate the agreement. Mr. Douce's employment
agreement commenced on the date that Ohio Legacy Bank began operations.

         Upon change of control of the Company, Mr. Douce will have the right to
terminate his employment and receive a severance equal to 2.99 times his current
annual compensation. In


                                     - 11 -
<PAGE>

addition, all previously granted stock options will vest in the event of a
termination of employment upon a change in control.

         The following table summarizes all annual compensation paid during the
fiscal year ended December 31, 2001 to Mr. Douce. No other executive officer
received an annual salary and bonus that exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION             FISCAL YEAR           ANNUAL SALARY ($)
---------------------------             -----------           -----------------
L. Dwight Douce                            2001                   $100,000
President and
Chief Executive Officer

                     OHIO LEGACY CORP OMNIBUS STOCK OPTION,
                  STOCK OWNERSHIP AND LONG-TERM INCENTIVE PLAN

         The Ohio Legacy Corp Omnibus Stock Option, Stock Ownership and
Long-Term Incentive Plan (the "Plan") provides for discretionary grants of
incentive stock options (under Internal Revenue Code Section 422) and
nonqualified stock options to employees, automatic grants of nonqualified stock
options to non-employee directors, and discretionary grants of restricted
Company common shares to both employees and non-employee directors. The Plan is
administered by the Compensation Committee and provides that the exercise price
of options granted thereunder shall not be less than the fair market value of
the outstanding common shares of the Company on the date the options are
granted. In February 2002, the Company issued options to employees for the right
to purchase shares representing, in the aggregate, 50,500 common shares of the
Company. In addition, as described under "Director Compensation" on page 11, the
Company issued options to non-employee directors of the Company.

                     TRANSACTIONS WITH MANAGEMENT AND OTHERS

         During fiscal year 2001, certain directors and executive officers and
their associates were customers of, or had transactions with, Ohio Legacy Bank.
All outstanding loans that were part of such transactions were made in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those in use at the same time for comparable
transactions with other persons, and did not involve more risk than a normal
risk of collectability or present other unfavorable features. The Company
expects that similar transactions will occur in the future.

         During 2001, the Company retained the law firm of Critchfield,
Critchfield & Johnston, Ltd. for the provision of certain legal services. Mr.
Daniel Plumly is the Secretary of the Company and is also a member of the law
firm of Critchfield, Critchfield & Johnston, Ltd.



                                     - 12 -
<PAGE>


                                    AUDITORS

         Crowe Chizek have been acting as the auditors of the Company since the
Company's founding. The Board of Directors has appointed such firm to continue
as the Company's auditors for the current year. Representatives of Crowe Chizek
will be at the annual meeting of shareholders, will have an opportunity to make
a statement if they desire to do so and will be available to respond to
appropriate questions.

                                   AUDIT FEES

         Crowe Chizek billed the Company aggregate fees of $37,350 for the audit
of the Company's annual financial statements and for the review of the financial
statements included in the Company's Forms 10-QSB, all for the year ended
December 31, 2001.

          FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

         For the 2001 fiscal year, Crowe Chizek did not provide financial
information systems design and implementation services to the Company.

                                 ALL OTHER FEES

         For the 2001 fiscal year, Crowe Chizek billed $23,813 in fees for all
services other than those described above. These services include, among other
things, preparation of the Company's tax returns and performance of extended
audit services. The Audit Committee of the Board of Directors has considered
whether the provision of these other services is compatible with maintaining
Crowe Chizek's independence.

                SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

         Any shareholder who intends to present a proposal at the 2003 annual
meeting and who wishes to have the proposal included in the Company's proxy
statement and form of proxy for that meeting must deliver the proposal to the
Company at its executive offices, 305 West Liberty Street, Wooster, Ohio 44691,
not later than November 22, 2002.

         Any shareholder who intends to present a proposal at the 2003 annual
meeting other than for inclusion in the Company's proxy statement and form of
proxy must deliver the proposal to the Company at its executive offices, 305
West Liberty Street, Wooster, Ohio 44691, not less than sixty (60) days nor more
than ninety (90) days prior to the annual meeting; provided, however, that in
the event that less than seventy-five (75) days' notice or prior public
disclosure of the date of the meeting is given or made to the shareholders,
notice by the shareholder to be timely must be received not later than on the
fifteenth (15th) day following the earlier of the day on which such notice of
the date was mailed or such public disclosure was made. The Company reserves the
right to exercise discretionary voting authority with respect to any untimely
shareholder proposal.



                                     - 13 -
<PAGE>

                                  OTHER MATTERS

         The Board of Directors is not aware of any matters other than those
outlined in this Proxy Statement that may be presented at the Annual Meeting for
action on the part of the shareholders. In case any other matters should
properly come before the Annual Meeting, or any adjournment thereof, it is the
intention of the person named in the enclosed proxy to vote in accordance with
his best judgment.


                                         By Order of the Board of Directors


                                         Daniel H. Plumly
                                         Secretary

March 22, 2002


                                     - 14 -

<PAGE>
                                OHIO LEGACY CORP

                                      PROXY

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OHIO
LEGACY CORP.

         The undersigned hereby appoints L. Dwight Douce the proxy of the
undersigned, with full power of substitution to vote all common shares of Ohio
Legacy Corp, which undersigned is entitled to vote at the Annual Meeting of
shareholders of Ohio Legacy Corp, to be held April 25, 2002, as specified below:

         1.   Election of Directors:

              Class II:                 Benjamin M. Mast
                                        Robert F. Belden
                                        Gregory A. Long
                                        Thomas W. Schervish

                     FOR all Nominees                WITHHOLD AUTHORITY to vote
              ------                          ------ for all Nominees

         (Instructions: If you wish to withhold authority to vote for any
         individual nominee, write that nominee's name in the space below.)


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

         2.    Proposal to amend to the Company's Omnibus Stock Option, Stock
               Ownership and Long Term Incentive Plan to increase the number of
               authorized shares under the Plan eligible for issuance to
               employees and non-employee directors of the Company by 100,000
               shares.

                           FOR                  AGAINST                  ABSTAIN
                 ---------            ---------                ---------

         IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE
OF THE UNDERSIGNED FOR THE PROPOSAL TO AMEND THE COMPANY'S OMNIBUS STOCK OPTION,
STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF
AUTHORIZED SHARES UNDER THE PLAN ELIGIBLE FOR ISSUANCE TO EMPLOYEES AND
NON-EMPLOYEE DIRECTORS OF THE COMPANY BY 100,000 SHARES.

         3.    In their discretion, the proxies are authorized to vote upon such
               other business as may properly come before the meeting.


                                Date:                                    ,  2002
                                      -----------------------------------

                                ------------------------------------------------
                                Signature

                                ------------------------------------------------
                                Signature, if jointly held

                                ------------------------------------------------
                                Print your name(s) here

         NOTE: THE SIGNATURE(S) ON THIS PROXY SHOULD CORRESPOND WITH THE NAME(S)
IN WHICH YOUR SHARES ARE REGISTERED. WHEN SHARES ARE REGISTERED JOINTLY IN THE
NAMES OF TWO OR MORE PERSONS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH. A PROXY GIVEN BY A CORPORATION SHOULD BE SIGNED IN THE CORPORATE NAME BY
THE CHAIRMAN OF ITS BOARD OF DIRECTORS, ITS PRESIDENT, VICE PRESIDENT, SECRETARY
OR TREASURER.

         PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.