##### Table of Contents



UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




SCHEDULE 14A


(RULE 14a-101)

SCHEDULE 14A INFORMATION





Exchange Act of 1934 (Amendment
No.               )


Filed by the
Registrant þ


Filed by a Party other than the
Registrant o


Check the appropriate box:


|                                                                                           |  | 
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|o  Confidential,
    for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
|þDefinitive
    Proxy Statement                                                           
|o  Definitive
    Additional Materials                                                    
|o  Soliciting
    Material Pursuant to §240.14a-12                                        



Ohio Legacy Corp.





(Name of Registrant as Specified In Its Charter)







(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)


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    state how it was determined):



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TABLE OF CONTENTS  NOTICE OF ANNUAL MEETING OF SHAREHOLDERSPROXY STATEMENTVOTING INFORMATIONPROPOSAL 1 ELECTION OF DIRECTORSEXECUTIVE OFFICERSCOMPENSATION OF DIRECTORSCOMPENSATION OF EXECUTIVE OFFICERSGrants of Plan Based AwardsOutstanding Equity Awards at Fiscal Year-EndSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEPRINCIPAL ACCOUNTANT FEES AND SERVICESINFORMATION REGARDING BOARD MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORSCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONSHAREHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETINGOTHER MATTERS    Table of Contents  OHIO LEGACY CORP
 305 WEST LIBERTY STREET
 WOOSTER, OHIO 44691
 
 
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
   1.
    
    To elect two (2) Class I directors to serve until the 2009 Annual
meeting and until their successors are elected and qualified and one (1) Class II
director to serve until the 2008 Annual Meeting and until a successor is elected
and qualified.2.
    
    To act upon such other matters as may properly come before the Annual
Meeting or any adjournments thereof.
  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.




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##### Table of Contents



OHIO LEGACY CORP
305 WEST LIBERTY STREET
WOOSTER, OHIO 44691
 
 PROXY STATEMENT
 
 VOTING INFORMATION
    
 PROPOSAL 1
ELECTION OF DIRECTORS
    The Board of Directors recommends that you vote FOR election of the Companys nominees for
director.
 - 2 -




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##### Table of Contents



Nominees to the Board of Directors
 Class I Directors  Term ending in 2009
 D. William Allen
 Director since 1999, Independent
  Scott J. Fitzpatrick
 Director since 1999, Independent
  Class II Director  Term ending in 2008
 D. Michael Kramer
 Director since 2006, President and CEO of the Company
  Continuing Directors
 Class I Directors  Term ending in 2009
 J. Edward Diamond
 Director since 1999, Independent, Chairman of the Corporate Governance and Nominating Committee
  Daniel H. Plumly
 Director since 1999, Chairman and Secretary
  - 3 -




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##### Table of Contents



Class II Directors  Term ending in 2008
 Robert F. Belden
 Director since 1999, Independent, Chairman of the Compensation Committee
  Gregory A. Long
 Director since 1999, Independent, Audit Committee Financial Expert
  Melvin J. Yoder
 Director since 2005, Independent
  - 4 -




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##### Table of Contents



EXECUTIVE OFFICERS
     th
 th
 - 5 -




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##### Table of Contents



COMPENSATION OF DIRECTORS
 Director Compensation
  Fees Earned or
    
    Stock
    
    2006 Option Grant Fair
    
    Total 2006Paid in Cash
    
    Awards
    
    Value as of Grant Date
    
    CompensationName
    
    ($)
    
    ($)
    
    ($)
    
    ($)D. William Allen
    
    
    4,900
    
    
    NA
    
    
    2,320
    
    
    
    7,220William T. Baker
    
    
    4,200
    
    
    NA
    
    
    2,320
    
    
    
    6,520Robert F. Belden
    
    
    4,500
    
    
    NA
    
    
    2,320
    
    
    
    6,820J. Edward Diamond
    
    
    6,000
    
    
    NA
    
    
    2,320
    
    
    
    8,320Scott J. Fitzpatrick
    
    
    6,900
    
    
    NA
    
    
    2,320
    
    
    
    9,220Randy Jones
    
    
    4,250
    
    
    NA
    
    
    2,320
    
    
    
    6,570Gregory A. Long
    
    
    9,338
    
    
    NA
    
    
    2,320
    
    
    
    11,658Michael Meenan
    
    
    1,300
    
    
    NA
    
    
    0
    
    
    
    1,300Daniel H. Plumly
    
    
    11,700
    
    
    NA
    
    
    23,200
    
    
    
    34,900Thomas W. Schervish
    
    
    4,250
    
    
    NA
    
    
    2,320
    
    
    
    6,570Melvin J. Yoder
    
    
    4,750
    
    
    NA
    
    
    2,320
    
    
    
    7,070
 
 (1)
    
    The aggregate number of outstanding options and warrants for each of the above are:
Allen  17,000, Baker  7,000, Belden  22,000, Diamond  24,000, Fitzpatrick  25,000, Jones
 7,000, Long  25,000, Plumly  58,500, Schervish  25,000 and Yoder  4,000  - 6 -




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##### Table of Contents



COMPENSATION OF EXECUTIVE OFFICERS
 Compensation Discussion and Analysis
 Compensation Objectives
  Compensation Components
  Base Salary
    - 7 -




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##### Table of Contents



Incentive Plans
     Tax Deductibility of Executive Compensation
  - 8 -




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Potential Payments upon Termination or Change of Control
       - 9 -




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##### Table of Contents



Summary Compensation Table
 NonEquity
    
    Change in Pension
    
    All OtherIncentive
    
    Value and Non-
    
    Comp-Plan
    
    qualified Deferred
    
    ensationBonus
    
    Stock
    
    Option
    
    Comp-
    
    Compensation
    
    ($)Name and Principal
    
    
    
    
    
    Salary
    
    ($)
    
    Awards
    
    Awards
    
    ensation
    
    Earnings
    
    (2) (3) (4)
    
    TotalPosition
    
    Year
    
    ($)
    
    (1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    (6) (7)
    
    ($)D. Michael Kramer
    
    
    2006
    
    
    
    175,000
    
    
    
    
    
    
    
    N/A
    
    
    
    18,560
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    27,648
    
    
    
    221,208President, Chief
Executive Officer and
Chief Financial
OfficerEric Nadeau (5)
    
    
    2006
    
    
    
    16,154
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    16,154Former Chief
Financial OfficerL. Dwight Douce
    
    
    2006
    
    
    
    100,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    5,164
    
    
    
    105,164Executive Vice
PresidentSteven G. Pettit
    
    
    2006
    
    
    
    132,674
    
    
    
    5,000
    
    
    
    N/A
    
    
    
    9,280
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    8,054
    
    
    
    155,008Senior Loan Officer
and President  Stark
County RegionRobert E. Boss
    
    
    2006
    
    
    
    108,000
    
    
    
    1,500
    
    
    
    N/A
    
    
    
    4,640
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    4,127
    
    
    
    118,267Senior Vice President
of Commercial
Lending and President
 Holmes County
RegionDerek Williams
    
    
    2006
    
    
    
    94,000
    
    
    
    
    
    
    
    N/A
    
    
    
    9,280
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    937
    
    
    
    104,217Senior Vice President
Chief Deposit Officer
 
 (1)
    
    Bonus amounts are reported in the year to which they are earned. Payment is made to the
executive in the following fiscal year.(2)
    
    Includes employer match on 401k.(3)
    
    Other annual compensation includes dues for country club membership for Messrs. Kramer, Douce,
Pettit and Boss.(4)
    
    Mr. Kramer received a signing bonus of which $20,812 was paid during 2006. Should Mr. Kramer
voluntarily terminate his employment with the company prior to April 30, 2008 he will be
required to return the amount of his signing bonus based on a 36 month pro-rata schedule(5)
    
    Mr. Nadeau resigned from the company effective January 24, 2006. As of that date Mr. Kramer
assumed the responsibilities of the Chief Financial Officer.(6)
    
    Includes Club Dues of $5,091 for Mr. Kramer, $4,167 for Mr. Douce, $6,731 for Mr. Pettit and
$3,589 for Mr. Boss.(7)
    
    Includes 401K match of $1,745 for Mr. Kramer, $997 for Mr. Douce, $1,323 for Mr. Pettit, $538
for Mr. Boss and $937 for Mr. Williams.  - 10 -




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##### Table of Contents



Option Grants In Last Fiscal Year
  
 Grants of Plan Based Awards
 Estimated FuturePayouts
    
    All Other
    
    All OtherUnder
    
    Stock
    
    Option Awards:Equity
    
    Awards:
    
    Number ofIncentive Plan
    
    Number of
    
    Securities
    
    Exercise orAwards
    
    Shares of
    
    Underlying
    
    Base Price ofGrant
    
    Target
    
    Maximum
    
    Stock or
    
    Options
    
    Option AwardsNamed Executive
    
    Date
    
    (#)
    
    ($)
    
    Units (#)
    
    (#)
    
    ($/Sh)D. Michael Kramer
    
    
    5/16/06
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    NA
    
    
    9.523L. Dwight Douce
    
    
    5/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NA
    
    
    NASteven G. Pettit
    
    
    5/16/06
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    NA
    
    
    9.523Robert E. Boss
    
    
    5/16/06
    
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    NA
    
    
    9.523Derek Williams
    
    
    5/16/06
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    NA
    
    
    9.523
 Aggregated Option Exercises and Fiscal Year-End Option Value Table
   - 11 -




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Outstanding Equity Awards at Fiscal Year-End
 Equity IncentivePlanNumber of
    
    Number of
    
    Awards: Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    Underlying
    
    Option
    
    OptionUnexercised
    
    Unexercised
    
    Unexercised
    
    Exercise
    
    Expira-Options (#)
    
    Options (#)
    
    Unearned Options
    
    Price
    
    tionNamed Executive
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    DateD. Michael Kramer
    
    
    15,000
    
    
    NA
    
    
    NA
    
    
    12.00
    
    
    
    4/28/2015NA
    
    
    
    4,000
    (1)
    
    NA
    
    
    9.523
    
    
    
    5/16/2016L. Dwight Douce
    
    
    10,000
    
    
    NA
    

    
    NA
    
    
    10
    
    
    
    2/19/20125,000
    
    
    NA
    

    
    NA
    
    
    8.5
    
    
    
    2/18/201317,000
    
    
    NA
    
    
    NA
    
    
    10
    
    
    
    10/3/20105,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    2/17/20145,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    4/28/2005Seven G. Pettit
    
    
    10,000
    
    
    NA
    
    
    NA
    
    
    10
    
    
    
    2/19/20125,000
    
    
    NA
    
    
    NA
    
    
    8.5
    
    
    
    2/18/20134,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    2/17/20144,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    4/28/2015NA
    
    
    
    2,000
    (1)
    
    NA
    
    
    9.523
    
    
    
    5/16/2016Robert E. Boss
    
    
    10,000
    
    
    NA
    
    
    NA
    
    
    10
    
    
    
    2/19/20124,000
    
    
    NA
    
    
    NA
    
    
    8.5
    
    
    
    2/18/20134,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    2/17/20144,000
    
    
    NA
    
    
    NA
    
    
    12
    
    
    
    4/28/2015NA
    
    
    
    1,000
    (1)
    
    NA
    
    
    9.523
    
    
    
    5/16/2016Derek Williams
    
    NA
    
    
    
    5,000
    (2)
    
    NA
    
    
    9.22
    
    
    
    10/3/2015NA
    
    
    
    2,000
    (1)
    
    NA
    
    
    9.523
    
    
    
    5/16/2016
 
 (1)
    
    These options vest on May 16, 2009.(2)
    
    These options vest on October 3, 2008.  Pension Benefits
  Nonqualified Deferred Compensation
  Compensation Committee Report
  Robert F. Belden, Chairperson
D. William Allen
J. Edward Diamond
 - 12 -




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##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Security Ownership of Management and Directors
  Common SharesCommon
    
    UnderlyingShares
    
    Warrants and
    
    
    
    
    
    PercentBeneficially
    
    Options Exercisable
    
    
    
    
    
    OfName
    
    Owned
    
    Within 60 Days
    
    Total
    
    ClassD. William Allen
    
    
    13,000
    
    
    
    17,000
    
    
    
    30,000
    
    
    
    1.2
    %Robert F. Belden (1)
    
    
    99,700
    
    
    
    22,000
    
    
    
    121,700
    
    
    
    4.8Robert E. Boss
    
    
    20,200
    
    
    
    22,000
    
    
    
    42,200
    
    
    
    1.7J. Edward Diamond
    
    
    175,000
    
    
    
    24,000
    
    
    
    199,000
    
    
    
    7.9Scott E. Dodds
    
    
    1,000
    
    
    
    
    
    
    
    1,000
    
    
    
    *L. Dwight Douce
    
    
    70,530
    
    
    
    42,000
    
    
    
    112,530
    
    
    
    4.4Scott J. Fitzpatrick
    
    
    80,000
    
    
    
    25,000
    
    
    
    105,000
    
    
    
    4.1D. Michael Kramer
    
    
    5,200
    
    
    
    15,000
    
    
    
    20,200
    
    
    
    *Gregory A. Long
    
    
    43,833
    
    
    
    25,000
    
    
    
    68,883
    
    
    
    2.7Michael Meenan
    
    
    21,750
    
    
    
    
    
    
    
    21,750
    
    
    
    *Eric Nadeau
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    *Steven G. Pettit
    
    
    18,300
    
    
    
    23,000
    
    
    
    41,300
    
    
    
    1.6Daniel H. Plumly
    
    
    28,700
    
    
    
    58,500
    
    
    
    87,200
    
    
    
    3.4Derek Williams
    
    
    6,500
    
    
    
    
    
    
    
    6,500
    
    
    
    *Melvin J. Yoder
    
    
    150
    
    
    
    4,000
    
    
    
    4,150
    
    
    
    *All Directors(2) and Executive
Officers as a Group (16 persons)
    
    
    693,117
    
    
    
    316,500
    
    
    
    1,009,617
    
    
    
    42.6
 
 *
    
    - Ownership less than 1%(1)
    
    Includes 72,000 common shares held by Belden Brick Company. Mr. Belden disclaims beneficial ownership of
those shares and warrants.(2)
    
    Includes Directors of the Companys subsidiary. - 13 -




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##### Table of Contents



Security Ownership of Certain Beneficial Owners
  Common SharesCommon
    
    UnderlyingShares
    
    Warrants andName and Address of
    
    Beneficially
    
    Options Exercisable
    
    
    
    
    
    Percent ofBeneficial Owner
    
    Owned
    
    Within 60 Days
    
    Total
    
    Class(6)Wellington Management Company, LLP (1)
    
    
    194,200
    
    
    
    - 0 -
    
    
    
    194,200
    
    
    
    8.8
    %75 State Street
Boston, Massachusetts 02109J. Edward Diamond (2)
    
    
    175,000
    
    
    
    24,000
    
    
    
    199,000
    
    
    
    8.9P.O. Box 9187
Canton, OH 44711Tontine Financial Partners, L.P. (1)
    
    
    169,315
    
    
    
    - 0 -
    
    
    
    169,315
    
    
    
    7.6Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor, Greenwich,
Connecticut 06830Bay Pond Partners, L.P. (3)
    
    
    153,000
    
    
    
    - 0 -
    
    
    
    153,000
    
    
    
    6.975 State Street
Boston, Massachusetts 02109United Community Financial Corp. (4)
    
    
    146,000
    
    
    
    - 0 -
    
    
    
    146,000
    
    
    
    6.6275 Federal Plaza West
Youngstown, Ohio 44503-1203Robert F. Belden (2), (5)
    
    
    99,700
    
    
    
    22,000
    
    
    
    121,700
    
    
    
    5.4P.O. Box 20910
Canton, Ohio 44701Hot Creek Capital, LLC (7)
    
    
    119,066
    
    
    
    - 0 -
    
    
    
    119,066
    
    
    
    5.46900 S. McCarran Blvd, Ste 3040
Reno, NV 89509L. Dwight Douce (2)
    
    
    70,530
    
    
    
    42,000
    
    
    
    112,530
    
    
    
    5.1305 W. Liberty Street
Wooster, Ohio 44691
 
 (1)
    
    Obtained ownership share through NASDAQ Corporate Services Network(2)
    
    Obtained ownership share through SEC reporting filed by Company(3)
    
    Obtained ownership share through direct contact with the Company.(4)
    
    Obtained ownership share from Schedule 13G filed February 14, 2007 by United Community
Financial Corp who has sole voting and dispositive power with respect to all 146,000 shares
shown (5) Includes 72,000 common shares held by Belden Brick Company. Mr. Belden disclaims
beneficial ownership of those shares and warrants(6)
    
    Calculated based on the number of shares outstanding as of 3/1/2007(7)
    
    Obtained ownership share from Schedule 13G filed February 13, 2007 by Hot Creek Capital,
LLC who has shared voting and dispositive power with respect to all 119,066 shares shown. 
 - 14 -




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##### Table of Contents



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
  
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  - 15 -




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##### Table of Contents



Audit Fees
  2006
    
    
    2005Audit fees
    
    $
    89,500
    
    
    $
    82,000Audit related fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total audit fees
    
    $
    89,500
    
    
    $
    82,000
 Tax Fees
  Audit-Related and All Other Fees
  
 INFORMATION REGARDING BOARD MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
  Corporate Governance Program
  §
    
    the positions of CEO and Chairman are held by different people. The separation of
these offices provides focused leadership at the board level that is independent of
management;§
    
    charters have been adopted for the Corporate Governance and Nominating Committee,
the Audit and Compliance Committee, Compensation Committee and the Executive Committee;
 - 16 -




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§
    
    the Board of Directors has adopted and implemented a Code of Ethics for Senior
Financial Officers, a Director Code of Conduct and a Code of Business Conduct and
Ethics for all employees of the Company and its subsidiary;§
    
    the Board of Directors established a Corporate Governance and Nominating Committee
that is responsible for implementing the corporate governance program and any
additional requirements mandated by law or deemed necessary or appropriate by the Board
of Directors; and§
    
    the Audit and Compliance Committee has developed a process for the receipt,
retention and investigation of anonymous submissions by employees or external parties
of concerns regarding questionable accounting or auditing matters.
  Corporate Governance and Nominating Committee
   §
    
    make recommendations regarding the size and composition of the board, determine the
appropriate committee structure of the board and recommend board committee assignments
and any changes to such assignments;§
    
    establish criteria for the selection of new directors to serve on the Board of
Directors and identify individuals qualified to become board members;§
    
    make recommendations to the board regarding the director nominees for the next
Annual Meeting of Shareholders or the filling of any vacancies on the board;§
    
    oversee the evaluation of the board and the boards effectiveness in fulfilling its
role, including a review and evaluation, at least annually, of the performance of the
Nominating and Corporate Governance Committee, and make periodic recommendations for
improving the boards effectiveness, at least annually;§
    
    act as a forum to hear special concerns relating to substantive and material issues
that might arise which require the attention of non-employee directors; and§
    
    develop and recommend to the board a set of corporate governance principles
applicable to the Company.
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Director qualifications and nominations
  §
    
    the appropriate size of the Companys Board of Directors;§
    
    specific needs of the Company with respect to the particular talents and experience of its directors;§
    
    the knowledge, skills and experience of nominees, including experience in business,
finance, administration or public service, in light of prevailing business conditions
and the knowledge, skills and experience already possessed by other members of the
board;§
    
    experience with accounting rules and practices and the financial services industry; and§
    
    the desire to balance the benefit of continuity with the fresh perspective provided by new members.
    (a)
    
    as to each person who is not an incumbent director whom the shareholder
proposes to nominate for election as a director:
 (i)
    
    the name, age, business address and residence address of such person;(ii)
    
    the principal occupation or employment of such person;(iii)
    
    the class and number of shares of the Company which are beneficially
owned by such person; and(iv)
    
    any other information relating to such person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (or any comparable
successor rule or regulation under such Act),
  (b)
    
    as to the shareholder giving the notice:
 (i)
    
    the name and record address of such shareholder; and
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(ii)
    
    the class and number of shares of the Company that are beneficially
owned by the shareholder. Such notice shall be accompanied by the written consent
of each proposed nominee to serve as a director of the Company, if elected.
   Shareholder communications and proposals
  Compensation Committee
   §
    
    approving corporate goals and objectives relevant to the compensation of the CEO and
reviewing and approving the goals and objectives of executive officers as proposed by
the CEO;§
    
    reviewing and evaluating the performance of the CEO, executive officers and key
employees of the Company in light of the goals and objectives of the Company and
approving their annual compensation packages, including base salaries and bonuses,
stock options and other stock-based incentives, variable pay amounts and variable pay
metrics, based on these evaluations;§
    
    reviewing and approving executive incentive compensation plans and equity-based
plans in which executive officers and members of the Board of Directors are eligible to
participate; and§
    
    supervising the administration of the Companys incentive compensation and stock
programs, and providing oversight with respect to the financial aspects of the
Companys benefit plans, including funding policies and investment performance.
 Audit and Compliance Committee
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Report of the Audit and Compliance Committee
   Submitted by the Audit and Compliance Committee  Gregory A. Long, Chairperson
Scott J. Fitzpatrick
Melvin J. Yoder
D. William Allen
 
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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SHAREHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING
    
  
 OTHER MATTERS
   
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
 Please complete, date, sign and mail the  detached proxy card in the enclosed postage-prepaid envelope.
 DETACH PROXY CARD HEREOHIO LEGACY CORPTHIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSIMPORTANTTHE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED,
POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.Print your name(s) hereSignatureSignature, if jointly heldDate
    
    
    , 2007NOTE: 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.




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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS
FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
  
 OHIO LEGACY CORP
 PROXY
  ANNUAL MEETING OF SHAREHOLDERS
 April 26, 2007
 This proxy is solicited on behalf of the Board of Directors of Ohio Legacy Corp
  1.
    
    Election of Directors:Class I:
    
    01 D. William Allen
    

Class II:
    
    
    03
    

    D. Michael Kramer02 Scott J. Fitzpatrick[   ] FORall Nominees
    
    [   ]  WITHHOLD AUTHORITYto vote for all Nominees
  
 2.
    
    In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the meeting.
 Important: Please sign and date this proxy on the reverse side.