<PAGE>
                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

       For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the transition period from ___________________ to _________________

                        Commission file number 000-31673
                                               ---------

                                OHIO LEGACY CORP
                                ----------------
                 (Name of small business issuer in its charter)

                    OHIO                                     34-1903890
  -----------------------------------------         ---------------------------
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                  Identification No.)

      305 WEST LIBERTY STREET, WOOSTER                         44691
  -----------------------------------------         ---------------------------
  (Address of principal executive offices)                 (Zip Code)

                    Issuer's telephone number (330) 263-1955
                                              --------------

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class:          Name of each exchange on which registered:
COMMON SHARES, WITHOUT PAR VALUE               NASDAQ SMALLCAP

Securities registered under Section 12(g) of the Exchange Act:

                      ---------------------------------
                                (Title of class)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for the year ended December 31, 2002, were $6,833,216.

At February 28, 2003, the registrant had 2,115,700, common shares issued and
outstanding and the aggregate market value of the voting shares held by
nonaffiliates of the registrant, based on a price of $8.46 per share, was
$12,565,181.

                    DOCUMENTS INCORPORATED BY REFERENCE
    Part II of Form 10-KSB - Portions of 2002 Annual Report to Shareholders
       Part III of Form 10-KSB - Portions of Proxy Statement for the 2003
                         Annual Meeting of Shareholders

Transitional Small Business Disclosure Format (check one):  Yes [ ]   No[X]



<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BACKGROUND

Ohio Legacy Corp ("Ohio Legacy") is a bank holding company, incorporated in July
1999 under the laws of the State of Ohio. Ohio Legacy has two wholly-owned
subsidiaries: Ohio Legacy Bank ("Bank") and Ohio Legacy Trust I ("Trust").
Hereafter, unless otherwise noted, the "Company," "us," "we," and "our" refer to
Ohio Legacy, together with the Bank and the Trust.

During the first nine months of 2000, Ohio Legacy's activities were limited to
the organization of the Bank and preparation for and completion of the initial
public offering of the Company's common shares. On October 2, 2000, Ohio Legacy
sold 951,500 common shares at a price of $10.00 per share, resulting in proceeds
of $8,848,710, net of offering costs of $666,290 ("2000 Offering"). Most of the
proceeds of the 2000 Offering were used by Ohio Legacy to provide the initial
capitalization of the Bank, which occurred on October 3, 2000. At that time, the
Bank began operations.

During the first quarter of 2002, Ohio Legacy created the Trust for the sole
purpose of issuing 8.25% Trust Preferred Securities ("Trust Preferred
Securities"). The issuance of the Trust Preferred Securities generated
$3,325,000, of which $3,100,000 was infused into the Bank as a capital
contribution.

On December 18, 2002, Ohio Legacy issued 1,000,000 common shares at a price of
$8.50 per share in a public offering ("2002 Offering"). Proceeds from the 2002
Offering were $7,555,755, net of offering costs of $944,245. In conjunction with
the 2002 Offering, Ohio Legacy registered for listing its common shares on the
NASDAQ SmallCap Market under the ticker "OLCB." In December 2002, Ohio Legacy
contributed $4,080,000 of the 2002 Offering's proceeds to the Bank as a capital
contribution to provide additional lending capacity for the Bank. On January 17,
2003, an additional 150,000 common shares were issued at $8.50 per share to
cover over-allotments in accordance with the terms of the 2002 Offering.

PRODUCTS AND SERVICES


The Company, through the Bank, provides retail and commercial banking services
to its customers, including checking and savings accounts, time deposits,
individual retirement accounts ("IRA"), safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans and night
depository facilities to customers located primarily in Holmes, Stark and Wayne
Counties in north east-central Ohio. General economic conditions in the
Company's market area have been sound.


Certain risks are involved in granting loans which primarily relate to the
borrowers' ability and willingness to repay the debt. Before the Bank extends a
new loan to a customer, these risks are assessed through a review of the
borrower's past and current credit history, the collateral being used to secure
the transaction in case the customer does not repay the debt, the borrower's
character and other factors. Once the decision has been made to extend credit,
the Bank's responsible credit officer monitors these factors throughout the life
of the loan.

Commercial Lending Products

Commercial loans are primarily variable-rate and include operating lines of
credit and term loans made to small businesses based primarily on their ability
to repay the loan from the businesses' cash flow. These loans typically are
secured by business assets such as equipment and inventory and, occasionally, by
the business owner's principal residence. When the borrower is not an
individual, the Bank generally obtains the personal guarantee of the business
owner. As compared to retail lending, which includes residential real estate,
personal installment loans and automobile loans, commercial lending entails
significant additional risks. These loans typically involve larger loan balances
and are generally dependent on the businesses' cash flow and, thus, may be
subject to adverse conditions in the general economy or in a specific industry.
Management reviews the borrower's cash flows when deciding



                                       2
<PAGE>

whether to grant the credit to evaluate if estimated future cash flows will be
adequate to service principal and interest of the new obligation in addition to
existing obligations.

Commercial real estate loans primarily are secured by borrower-occupied business
real estate and are dependent on the ability of the related business to generate
adequate cash flow to service the debt. These loans primarily carry variable
interest rates. Commercial real estate loans generally are originated with a
loan-to-value ratio of 80% or less. Management performs much the same analysis
when deciding whether to grant a commercial real estate loan as a commercial
loan.

Retail Lending Products

Residential real estate loans, primarily fixed rate, and home equity lines of
credit, primarily variable rate, are secured by the borrower's residence. These
loans are made based on the borrower's ability to make repayment from employment
and other income. Management assesses the borrower's ability to repay the debt
through review of credit history and ratings, verification of employment and
other income, review of debt-to-income ratios and other measures of repayment
ability. The Bank generally makes these loans in amounts of 80% or less of the
value of collateral. An appraisal is obtained from a qualified real estate
appraiser for substantially all loans secured by real estate.

Consumer installment loans to individuals include loans secured by automobiles
and other consumer assets, including second mortgages on personal residences.
Consumer loans for the purchase of new automobiles generally do not exceed 85%
of the purchase price of the car. Loans for used cars generally do not exceed
average wholesale or trade-in value as stipulated in a recent auto industry used
car price guide. Overdraft protection loans are unsecured personal lines of
credit to individuals of demonstrated good credit character with reasonably
assured sources of income and satisfactory credit histories. Consumer loans
generally involve more risk than residential mortgage loans because of the type
and nature of collateral and, in certain types of consumer loans, the absence of
collateral. Since these loans generally are repaid from ordinary income of an
individual or family unit, repayment may be adversely affected by job loss,
divorce, ill health or by general decline in economic conditions. The Bank
assesses the borrower's ability to make repayment through a review of credit
history, credit ratings, debt-to-income ratios and other measures.

Construction Lending Products

Construction loans are secured by residential and business real estate,
generally occupied by the borrower on completion. The Bank's construction
lending program is established in a manner to minimize risk of this type of
lending by not making a significant number of loans on speculative projects.
While not required to do so contractually, the Bank usually makes the permanent
loan at the end of the construction phase. Construction loans also are generally
made in amounts of 80% or less of the value of collateral.

Deposit Products

The Bank offers a broad range of deposit products, such as personal and business
checking, savings and money market accounts, certificates of deposit and
direct-deposit services. Deposit accounts are tailored to each market area at
rates competitive with those offered in Wayne, Stark and Holmes Counties in Ohio
and conducive to the Bank's asset-liability management goals. All deposit
accounts are insured by the Federal Deposit Insurance Corporation ("FDIC") up to
the maximum amount permitted by law. The Bank solicits deposit accounts from
individuals, businesses, associations, financial institutions and government
entities.

The Bank is not significantly affected by seasonal activity or large deposits of
any individual depositor. No material industry or group concentrations exist in
the loan portfolio.



                                       3
<PAGE>


EMPLOYEES

At December 31, 2002, the Bank employed 32 full-time equivalent employees. The
Bank provides a number of benefits to its employees, such as health, disability
and life insurance for all qualified employees. No employee is represented by a
union or collective bargaining group. Management considers its employee
relations to be good. Ohio Legacy has no employees not also employed by the
Bank.

COMPETITION

The Bank operates in a highly-competitive industry. In its primary market area
of Holmes, Stark and Wayne Counties in Ohio, the Bank competes for new deposit
accounts and loans with several other commercial banks (both large regional
banks and smaller community banks) as well as savings and loan associations,
credit unions, finance companies, insurance companies, brokerage firms and
investment companies. The ability to generate earnings is impacted in part by
interest rates offered on loans and deposits, and by changes in the rates on
various securities which comprise the Bank's investment portfolio. The Bank is
competitive with respect to the interest rates and loan fees it charges, as well
as in the variety of accounts and interest rates it offers to the depositor. The
dominant pricing mechanisms on loans are the prime interest rate as published in
the Wall Street Journal and short-term US Treasury Note rates (with three- or
five-year maturities). The interest margin in excess of the applicable base rate
depends on the overall account relationship and the creditworthiness of the
borrower. Deposit rates are set weekly by management. The Bank's primary
objective in setting deposit rates is to remain competitive in the market area
while maintaining an adequate interest spread (the difference between the yield
earned on interest-earning assets and the rates paid on deposits and borrowed
funds) to meet overhead costs and provide a profitable return.

SUPERVISION AND REGULATION

The Company is subject to supervision, regulation and periodic examination by
the Office of the Comptroller of the Currency ("OCC") and the Board of Governors
of the Federal Reserve System ("Federal Reserve Board"). Earnings of the Company
are affected by state and federal laws and regulations and by policies of
various regulatory authorities. These policies include, for example, statutory
maximum lending rates, requirements on maintenance of reserves against deposits,
domestic monetary policies of the Federal Reserve Board, United States fiscal
policy, international currency regulations and monetary policies, certain
restrictions on banks' relationships with the securities business, capital
adequacy requirements and liquidity restraints.

Regulation of Ohio Legacy

Bank Holding Company Act. As a bank holding company, Ohio Legacy is subject to
regulation under the Bank Holding Company Act of 1956, as amended ("BHCA").
Under the BHCA, Ohio Legacy is subject to periodic examination by the Federal
Reserve Board and is required to file periodic reports regarding its operations
and any additional information that the Federal Reserve Board may require.

The BHCA generally limits the activities of a bank holding company to banking,
managing or controlling banks, furnishing services to or performing services for
its subsidiaries and engaging in any other activities that the Federal Reserve
Board has determined to be so closely related to banking or to managing or
controlling banks as to be a proper incident to those activities. In addition,
the BHCA requires every bank holding company to obtain the approval of the
Federal Reserve Board prior to acquiring substantially all the assets of any
bank, acquiring direct or indirect ownership or control of more than 5% of the
voting shares of a bank or merging or consolidating with another bank holding
company.

Gramm-Leach-Bliley Act. In November 1999, the Gramm-Leach-Bliley Act of 1999
("GLBA") went into effect making substantial revisions to statutory restrictions
separating banking activities from other financial activities. Under the GLBA,
bank holding companies that are well-capitalized, well-managed and have at least
a satisfactory Community Reinvestment Act rating (see below) can elect to become
"financial holding companies." Financial holding companies and their
subsidiaries may engage in or acquire companies that engage in a broad range of


                                       4
<PAGE>

financial services that were not permitted previously, such as insurance
underwriting, securities underwriting and distribution, merchant banking and
certain other financial activities as determined by the Federal Reserve Board.
Ohio Legacy has not registered as a financial holding company.

The GLBA adopts a system of functional regulation under which the Federal
Reserve Board is designated as the umbrella regulator for financial holding
companies. However, financial holding company affiliates are regulated by
functional regulators such as the FDIC, the Securities and Exchange Commission
("SEC") and state insurance regulators, depending on the nature of the business
of the financial holding company's affiliates.

The GLBA contains extensive provisions on a customer's right to privacy of
non-public personal information. Under these provisions, a financial institution
must provide to its customers the institution's policies and procedures
regarding the handling of customers' non-public personal information. Except in
certain cases, an institution may not provide personal information to
unaffiliated third parties unless the institution discloses that such
information may be disclosed and the customer is given the opportunity to opt
out of such disclosure. Ohio Legacy and the Bank are also subject to certain
state laws that deal with the use and distribution of non-public personal
information.

Capital Guidelines. The OCC and the Federal Reserve Board each have adopted
risk-based and leverage capital guidelines to evaluate the adequacy of capital
of bank holding companies and state member banks. Because the Company has less
than $150 million in total assets, it was not subject to the holding company
capital requirements. The guidelines involve a process of assigning various risk
weights to different classes of assets, then evaluating the sum of the
risk-weighted balance sheet structure against the holding company's capital
base. Failure to meet capital guidelines could subject a banking institution to
various penalties, including termination of FDIC deposit insurance. In addition,
the OCC and the FDIC may take various corrective actions against any
undercapitalized bank and any bank that fails to submit an acceptable capital
restoration plan or fails to implement a plan accepted by the OCC or the FDIC.
These powers include, but are not limited to, requiring the institution to be
recapitalized, prohibiting asset growth, restricting interest rates paid,
requiring prior approval of capital distributions by any bank holding company
that controls the institution, requiring divestiture by the institution of its
subsidiaries or by the holding company of the institution itself, requiring new
election of directors, and requiring the dismissal of directors and officers.
The Bank had risk-based capital ratios above minimum requirements at December
31, 2002.

Regulation of the Bank

The Bank is also subject to federal regulation regarding such matters as
reserves, limitations on the nature and amount of loans and investments,
issuance or retirement of its securities, limitations on the payment of
dividends and other aspects of banking operations.

The Bank is a member of the Federal Reserve System and, because it is a national
bank, is regulated by the OCC. Accordingly, the Bank is subject to periodic
examinations by the OCC. These examinations are designed primarily for the
protection of the depositors of the Bank and not for its shareholder, Ohio
Legacy, or for the shareholders of the Company.

Dividend Restrictions. The Bank is a legal entity separate and distinct from
Ohio Legacy, though Ohio Legacy owns 100% of the Bank. Virtually all of Ohio
Legacy's revenues will result from dividends paid by the Bank. The Bank is
subject to laws and regulations that limit the amount of dividends it can pay.
Under OCC regulations, a national bank, such as Ohio Legacy Bank, may not
declare a dividend in excess of its undivided profits, which means that the Bank
must recover any start-up losses before it may pay a dividend to Ohio Legacy.
Additionally, the Bank may not declare a dividend if the total amount of all
dividends declared by the Bank in any calendar year, including the proposed
dividend, exceeds the total of the Bank's retained net income of that year to
date, combined with its retained net income of the two preceding years. However,
such a dividend may be approved by the OCC in certain circumstances. The Bank
may not declare or pay any dividend if, after making the dividend, the Bank
would be "undercapitalized," as defined in the federal regulations and described
above under the heading "Capital Guidelines." Furthermore, as part of the Bank's
approval by the regulatory agencies, it is prohibited from paying dividends to
the Company for a period of three years after inception without prior written
non-objection by the OCC.


                                       5
<PAGE>

Interstate Banking and Branching. The Interstate Banking and Branch Efficiency
Act of 1995 has eased restrictions on interstate expansion and consolidation of
banking operations by, among other things: (a) permitting interstate bank
acquisitions regardless of host state laws, (b) permitting interstate merger of
banks unless specific states have opted out of this provision and (c) permitting
banks to establish new branches outside the state provided the law of the host
state specifically allows interstate bank branching.

FDIC. The FDIC is an independent federal agency that insures the deposits of
federally-insured banks and savings associations up to prescribed limits. The
FDIC safeguards the safety and soundness of financial institutions through
examinations of insured institutions. The Bank is subject to examination by the
FDIC and the Bank's deposits are assessed deposit insurance premiums by the Bank
Insurance Fund of the FDIC. Under the FDIC's deposit insurance assessment
system, the assessment rate for any insured institution may vary according to
regulatory capital levels of the institution and other factors such as
supervisory evaluations.

The FDIC is authorized to prohibit any insured institution from engaging in any
activity that poses a serious threat to the insurance fund and may initiate
enforcement actions against banks. The FDIC may also terminate the deposit
insurance of any institution that has engaged in unsafe or unsound practices, is
in an unsafe or unsound condition to continue operations or has violated any
applicable law, order or condition imposed by the FDIC. If deposit insurance is
terminated, the deposits at the institution at the time of termination, less
subsequent withdrawals, will continue to be insured for a period from six months
to two years, as determined by the FDIC. The Company is not aware of any
existing circumstances that could result in termination of the Bank's deposit
insurance.

Community Reinvestment Act. The Community Reinvestment Act ("CRA") requires
depository institutions to assist in meeting the credit needs of their market
areas, including low and moderate-income areas, consistent with safe and sound
banking practice. Under the CRA, each institution is required to adopt a
statement for each of its marketing areas describing the depositary
institution's efforts to assist in its community's credit needs. Depositary
institutions are examined periodically for compliance and assigned ratings.
Banking regulators consider these ratings when considering approval of a
proposed transaction by an institution.

USA PATRIOT Act. Title III of the USA PATRIOT Act requires that financial
institutions, including the Bank, help prevent, detect and prosecute
international money laundering and the financing of terrorism. The Bank has
augmented its systems and procedures to accomplish these goals. The Secretary of
the Treasury has proposed additional regulations to further accomplish these
goals that may result in significant additional compliance costs to the Company.



                                       6
<PAGE>


Effects of Government Monetary Policy

The earnings of the Company are affected by general and local economic
conditions and by the policies of various governmental regulatory authorities.
In particular, the Federal Reserve Board regulates monetary policy and credit
conditions and interest rates that may influence general economic conditions
primarily through open market acquisitions or dispositions of United States
Government securities, varying the discount rate on member bank borrowings and
setting reserve requirements against member and nonmember bank deposits. The
Federal Reserve Board's monetary policies have had a significant effect on the
interest income and interest expense of commercial banks, including Ohio Legacy
Bank, and are expected to continue to do so in the future.

For example, the Federal Reserve Board's reduction in the discount rate and its
recommendations on a target federal funds rate has decreased the yields earned
on the Bank's investment and loan portfolios. Rates paid on deposit accounts
also have decreased; however, the spread between the yield earned on assets and
the rates paid on deposits has been narrowed, comparatively, as a result of the
significant decrease in interest rates overall. This narrowing has resulted in a
lower net interest margin (net interest income divided by interest-earning
assets) and lower profitability than otherwise might have been earned by the
Company had interest rates not decreased.

Future Regulatory Uncertainty

Federal regulation of financial institutions changes regularly and is the
subject of constant legislative debate. Further regulations may arise from the
events of September 11, 2001, such as the USA PATRIOT Act of 2001, which grants
law enforcement officials greater powers over financial institutions to combat
terrorism and money laundering. As a result of the continuous changes in
legislation related to the financial institution industry, the Company cannot
forecast how federal regulation of financial institutions may change in the
future or its impact on the Company's operations and profitability.



                                       7
<PAGE>


STATISTICAL DISCLOSURES

The following schedules present, for the periods indicated, certain financial
and statistical information of the Company as required under the Securities and
Exchange Commission's Industry Guide 3, or a specific reference as to the
location of required disclosures included as a part of this Form 10-KSB.

         INDUSTRY GUIDE 3 - ITEM I. DISTRIBUTION OF ASSETS, LIABILITIES AND
         STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL

         A. & B. Average Balance Sheet and Related Analysis of Net Interest
         Earnings

         The following table sets forth information relating to the Company's
         average balance sheet and reflects the average yield on
         interest-earning assets and the average cost of interest-bearing
         liabilities for the periods indicated. These yields and costs are
         derived by dividing income or expense by the average balances of
         interest-earning assets or interest-bearing liabilities for the periods
         presented.
<TABLE>
<CAPTION>

                                                                          Year ended December 31,
                                                      -------------------------------------------------------------
                                                                   2002                            2001
                                                      ------------------------------  -----------------------------
                                                         Average   Interest              Average    Interest
                                                       outstanding  earned/   Yield/   outstanding   earned/  Yield/
         (Dollars in thousands)                          balance     paid      Rate      balance      paid     Rate
                                                      -----------  -------   -------  -----------   -------  ------
<S>                                                   <C>          <C>         <C>    <C>           <C>        <C>
         Assets
         ------
         Interest-earning assets:
           Interest-bearing deposits and federal
             funds sold                               $    7,076   $   111     1.57%  $     8,982   $   355    3.95%

           Securities available for sale (1)              29,109     1,411     4.90         5,430       299    5.50
           Federal Reserve Bank stock                        268        16     5.97           247        15    6.01
           Loans (2)                                      69,031     5,034     7.29        25,777     2,034    7.89
                                                      ----------   -------            -----------   -------
              Total interest-earning assets              105,484     6,572     6.25        40,436     2,703    6.69
                                                                   -------                          -------
         Noninterest-earning assets                        6,654                            2,869
                                                      ----------                      -----------
                Total assets                          $  112,138                      $    43,305
                                                      ==========                      ===========
         Liabilities and Shareholders' Equity
         ------------------------------------
         Interest-bearing liabilities:
           Interest-bearing demand deposits           $     5,661      109     1.93   $     1,800        53    2.95
           Savings accounts                                33,727      951     2.82         2,649        91    3.43
           Money market accounts                            3,891       59     1.53         4,781       164    3.43
           Certificates of deposit                         53,548    2,357     4.40        24,187     1,308    5.41
                                                      -----------  -------            -----------   -------
              Total interest-bearing deposits              96,827    3,476     3.59        33,417     1,616    4.84
           Other borrowings                                 3,507      356    10.16           350        51   14.57
                                                      -----------  -------            -----------   -------
              Total interest-bearing liabilities          100,334    3,832     3.82        33,767     1,667    4.94
                                                                   -------                          -------
         Noninterest-bearing demand deposits                3,954                           1,673
         Noninterest-bearing liabilities                      852                             402
                                                      -----------                     -----------
              Total liabilities                           105,140                          35,842
         Shareholders' equity                               6,998                           7,463
                                                      -----------                     -----------
                Total liabilities and shareholders'
                  equity                              $   112,138                     $    43,305
                                                      ===========                     ===========

         Net interest income; interest-rate spread(3)              $ 2,740     2.43%                $ 1,036    1.75%
                                                                   =======                          =======
         Net earning assets                           $     5,150                     $     6,669
                                                      ===========                     ===========
         Net interest margin (4)                                               2.60%                           2.56%
         Average interest-earning assets to
           interest-bearing liabilities                     1.05x                           1.20x
                                                      ==========                      ==========
</TABLE>

----------

         (1)      Average balance includes unrealized gains and losses. Yield is
                  based on amortized cost.

         (2)      Net of net deferred loan fees and costs and loans in process.
                  The Company had no non-accruing loans during the periods
                  presented.


         (3)      Interest rate spread represents the difference between the
                  yield on interest-earning assets and the cost of
                  interest-bearing liabilities.

         (4)      Net interest margin represents net interest income divided by
                  average interest-earning assets.


                                       8
<PAGE>




           C.  Interest Differential

            The table below describes the extent to which changes in interest
            rates and changes in volume of interest-earning assets and
            interest-bearing liabilities have affected the Company's interest
            income and interest expense during the years indicated. For each
            category of interest-earning assets and interest-bearing
            liabilities, information is provided on changes attributable to (1)
            changes in volume (change in balances multiplied by prior year
            rate), (2) changes in rate (change in rates multiplied by prior year
            balance) and (3) total changes in rate and volume. The combined
            effects of changes in both volume and rate, which are not separately
            identified, have been allocated proportionately to the change due to
            volume and the change due to rate.
<TABLE>
<CAPTION>
                                                                          Year ended December 31,
                                                      --------------------------------------------------------------
                                                               2002 vs. 2001                   2001 vs. 2000
                                                      ------------------------------  ------------------------------
                                                        Increase (Decrease) due to      Increase (Decrease) due to
         (Dollars in thousands)                          Volume      Rate      Total     Volume       Rate     Total
                                                      -----------  -------   -------  -----------   -------  -------
<S>                                                   <C>          <C>       <C>      <C>           <C>      <C>
         Interest income attributable to:
         -------------------------------
           Interest-bearing deposits and federal
            funds sold                                $      (64)  $  (180)  $  (244) $       298   $   (60) $   238
           Securities available for sale                   1,152       (40)    1,112          288        (1)     287
           Federal Reserve Bank stock                          1         -         1           11         -       11
           Loans                                           3,166      (166)    3,000        2,003        (7)   1,996
                                                      ----------   -------   -------  -----------   -------  -------
                Total assets                               4,255   $  (386)    3,869  $     2,600   $   (68)   2,532
                                                      ==========   =======   =======  ===========   =======  -------
         Interest expense attributable to:
         --------------------------------
           Interest-bearing demand deposits           $       80   $   (24)  $    56  $        52   $     -       52
           Savings accounts                                  880       (19)      861           90         -       90
           Money market accounts                             (27)      (78)     (105)         159        (7)     152
           Certificates of deposit                         1,331      (283)    1,048        1,289        (7)   1,282
           Other borrowings                                  325       (20)      305            6        19       25
                                                      ----------   -------   -------  -----------   -------  -------
              Total interest-bearing liabilities      $    2,589      (424)    2,165  $     1,596   $     5    1,601
                                                      ==========   =======   =======  ===========   =======  -------
                Net interest income                                          $ 1,704                         $   931
                                                                             =======                         =======
</TABLE>


           INDUSTRY GUIDE 3 - ITEM II. INVESTMENT PORTFOLIO

           A.   The following is a schedule of the carrying value of securities
                at December 31:
<TABLE>
<CAPTION>

                                                                                2002            2001
                                                                                ----            ----
<S>                                                                        <C>              <C>
                Securities available for sale (at fair value):
                  U.S. Government agencies and corporations                $  15,163,967    $  11,091,030
                  Mortgage-backed securities                                  23,558,202        5,086,908
                                                                           -------------    -------------
                    Total                                                  $  38,722,169    $  16,177,938
                                                                           =============    =============
</TABLE>

           B.   The following is a schedule of maturities for each category of
                debt securities, at fair value, and the related weighted-average
                yield of such securities as of December 31, 2002:
<TABLE>
<CAPTION>
                                                                               Maturing
                                                  -------------------------------------------------------------------
                                                                              One Through
                (Dollars in thousands)               One Year or Less         Five Years           After Five Years
                                                  ---------------------  ---------------------   -------------------
                                                    Amount       Yield     Amount       Yield       Amount    Yield
                                                    ------       -----     ------       -----       ------    -----
<S>                                               <C>           <C>        <C>          <C>        <C>         <C>
                Securities available for sale:
                  U.S. Government agencies
                    and corporations              $        -         -       $14,168    4.37%      $     996  4.25%
                  Mortgage-backed securities               -         -             -        -         23,558  4.46
</TABLE>

                Equity securities consist of Federal Reserve Bank stock that
                bears no stated maturity or yield and is not included in this
                analysis.



                                       9
<PAGE>



           C.   Excluding holdings of U.S. Government agencies and
                corporations, there were no investments in securities of any
                one issuer exceeding 10% of the Company's consolidated
                shareholders' equity at December 31, 2002.


           INDUSTRY GUIDE 3 - ITEM III. LOAN PORTFOLIO

           A.   Types of Loans

                This information contained in the Ohio Legacy Corp Annual Report
                to Shareholders for the year ended December 31, 2002 (the
                "Annual Report"), which is filed as Exhibit 13, under Note 4 on
                page 15 is incorporated in this document by reference.

           B.   Maturities and Sensitivities of Loans to Changes in Interest
                Rates

                The following is a schedule of maturities of loans based on
                contractual terms and assuming no amortization or prepayments,
                excluding residential real estate and consumer loans, as of
                December 31, 2002:
<TABLE>
<CAPTION>
                                                                                  Maturing
                                                        -----------------------------------------------------------
                                                                          After One
                                                           One Year        Through       After Five
                                                            or Less      Five Years         Years         Total
                                                        -------------   ------------   ------------  --------------
<S>                                                     <C>             <C>            <C>           <C>
                Fixed rate:
                ----------
                Commercial                              $   1,438,311   $  2,841,355   $    763,564  $    5,043,230
                Commercial real estate                        662,746        623,591      1,013,042       2,299,379
                Real estate construction                          850        603,096        466,834       1,070,780
                                                        -------------   ------------   ------------  --------------
                    Total fixed rate                    $   2,101,907   $  4,068,042   $  2,243,440  $    8,413,389
                                                        =============   ============   ============  ==============
                Variable rate:
                -------------
                Commercial                              $   2,666,925   $    378,256   $  2,117,181  $    5,162,362
                Commercial real estate                        492,088        296,406     15,297,594      16,086,088
                Multifamily residential real estate                 -              -      6,732,072       6,732,072
                Real estate construction                      716,766        297,786      2,551,141       3,565,693
                                                        -------------   ------------   ------------  --------------
                    Total variable rate                 $   3,875,779   $    972,448   $ 26,697,988  $   31,546,215
                                                        =============   ============   ============  ==============
</TABLE>

           C.   Risk Elements

                1.  Nonaccrual, Past Due and Restructured Loans - At December
                    31, 2002 and 2001, and for the years then ended, the Company
                    had no nonaccrual or restructured loans, no loans past due
                    90 days or more and no loans that management considered to
                    be impaired.

                    The policy for placing loans on nonaccrual status is to
                    cease accruing interest on loans when management believes
                    that collection of interest is doubtful or when loans are
                    past due as to principal and interest 90 days or more,
                    except that in certain circumstances interest accruals are
                    continued on loans deemed by management to be fully
                    collectible. In such cases, loans are evaluated individually
                    in order to determine whether to continue income recognition
                    after 90 days beyond the due dates. When loans are placed on
                    nonaccrual, any accrued interest that will not be collected
                    is charged against interest income.



                                       10
<PAGE>

                    When analysis of a borrower's operating results and
                    financial condition indicates the borrower's underlying cash
                    flows are not adequate to meet debt service requirements,
                    the loan is evaluated for impairment. Smaller-balance
                    homogeneous loans are evaluated for impairment in total.
                    These loans include residential first mortgage and
                    construction loans secured by one- to four-family
                    residences, consumer, credit card and home equity loans.
                    Commercial, agricultural and commercial real estate loans
                    are evaluated individually for impairment. In addition,
                    loans held for sale and leases are excluded from
                    consideration of impairment.

                    Impaired loans are carried at (a) the present value of
                    expected cash flows, discounted at the loan's effective
                    interest rate, or (b) at fair value of collateral, if the
                    loan is collateral dependent. A portion of the allowance for
                    loan losses is allocated to impaired loans. Impaired loans,
                    or portions thereof, are charged off when deemed
                    uncollectible.

                2.  Potential Problem Loans - At December 31, 2002, no loans
                    were identified that management had serious doubts about the
                    borrowers' ability to comply with present loan repayment
                    terms and that are not included above in Industry Guide 3 -
                    Item III.C.1.

                3.  Foreign Outstandings - There were no foreign loans
                    outstanding during any period presented.

                4.  Loan Concentrations - At December 31, 2002, there were no
                    concentrations of loans greater than 10% of total loans that
                    are not otherwise disclosed as a category of loans above in
                    Industry Guide 3 - Item III.A.

           D.   Other Interest-bearing  Assets - At December 31, 2002, there
                were no other interest-bearing  assets required to be disclosed
                under Industry Guide 3 - Item III.C.1. or 2.

           INDUSTRY GUIDE 3 - ITEM IV. SUMMARY OF LOAN LOSS EXPERIENCE

           A.   Analysis of the Allowance for Loan Losses

                The following schedule presents an analysis of the allowance for
                loan losses, average loan data and related ratios for the year
                ended December 31:
<TABLE>
<CAPTION>
                                                                           2002             2001
                                                                     ---------------   ---------------
<S>                                                               <C>               <C>
               ALLOWANCE FOR LOAN LOSSES:
               Balance at January 1                                  $       385,923   $        36,125

               Loans charged off                                              (1,769)                -
               Recoveries of loans previously charged off                        600                 -
                                                                     ---------------   ---------------
                  Net loans charged off                                       (1,169)                -
               Provision charged to operating expense                        452,456           349,798
                                                                     ---------------   ---------------
               Balance at December 31                                $       837,210   $       385,923
                                                                     ===============   ===============
               Average loans outstanding during the period           $    69,030,669   $    25,777,063
                                                                     ===============   ===============
               Ratio of net charge-offs to average loans
                  outstanding for the period                                      -%                -%
                                                                     ===============   ===============
</TABLE>


                                       11
<PAGE>


                The allowance for loan losses balance and provision charged to
                operating expense are determined by management based on periodic
                reviews of the loan portfolio, economic conditions and various
                other circumstances that are subject to change over time. In
                making this judgment, management reviews selected large loans as
                well as impaired loans, other delinquent, nonaccrual and problem
                loans and loans to industries experiencing economic
                difficulties. The collectibility of these loans is evaluated
                after considering current operating results and financial
                position of the borrower, estimated market value of collateral,
                guarantees and the Company's collateral position versus other
                creditors. Judgments, which are necessarily subjective, as to
                probability of loss and amount of such loss are formed on these
                loans, as well as other loans taken together.

           B.   Allocation of the Allowance for Loan Losses

                While management's periodic analysis of the adequacy of the
                allowance for loan losses may allocate portions of the allowance
                to specific problem loan situations, the entire allowance is
                available for any loan charge-offs that occur. The following
                schedule is a breakdown of the allowance for loan losses
                allocated by type of loan and related ratios at December 31:
<TABLE>
<CAPTION>

                                                           2002                                2001
                                            ----------------------------------  ---------------------------------
                                                                Percentage of                       Percentage of
                                                                Loans in Each                       Loans in Each
                                                Allowance        Category to        Allowance        Category to
                                                 Amount          Total Loans         Amount          Total Loans
                                            ----------------  -------------     ----------------  -------------
<S>                                         <C>                        <C>      <C>                        <C>
                Commercial                  $        204,748           12.9%    $        103,248           18.5%
                Commercial real estate               303,800           23.2              115,757           22.3
                Multifamily residential
                   real estate                       100,981            8.5               29,846            3.8
                Residential real estate              141,707           39.5               86,750           42.6
                Construction                          18,543            5.9               16,522            2.5
                Consumer                              67,431           10.0               33,800           10.3
                                            ----------------  -------------     ----------------  -------------
                  Total                     $        837,210          100.0%    $        385,923          100.0%
                                            ================  =============     ================  =============
</TABLE>

           INDUSTRY GUIDE 3 - ITEM V. DEPOSITS

           A.   The  following is a schedule of average  deposit  amounts and
                average  rates paid on each  category for the year ended
                December 31:
<TABLE>
<CAPTION>
                                                           2002                                2001
                                            ----------------------------------  ---------------------------------
                                                 Average           Average           Average           Average
                                                 Amounts            Rate             Amounts            Rate
                                               Outstanding          Paid           Outstanding          Paid
                                            ----------------  --------------    ----------------  --------------
<S>                                         <C>                         <C>     <C>                         <C>
                Noninterest-bearing
                  demand deposits           $      3,954,198             N/A    $      1,672,547             N/A
                Interest-bearing demand
                  deposits                         5,660,723            1.93%          1,799,478            2.95%
                Savings accounts                  33,727,453            2.82           2,649,064            3.43
                Money market accounts              3,890,695            1.53           4,780,918            3.43
                Certificates of deposit           53,548,457            4.40          24,187,230            5.41
                                            ----------------  --------------    ----------------  --------------
                     Total deposits         $    100,781,526            3.45%   $     35,089,237            4.61%
                                            ================  ==============    ================  ==============
</TABLE>

B.   Other categories - not applicable.

C.   Foreign deposits - not applicable.



                                       12
<PAGE>


           D.   The following is a schedule of maturities of certificates of
                deposit in amounts of $100,000 or more as of December 31, 2002:
<TABLE>
<CAPTION>
<S>                                                                    <C>
                           Three months or less                        $       2,392,306
                           Over three through six months                       2,898,357
                           Over six through twelve months                      2,127,094
                           Over twelve months                                 12,103,863
                                                                       -----------------
                             Total                                     $      19,521,620
                                                                       =================
</TABLE>

           E.   Time deposits greater than $100,000 issued by foreign
                offices - not applicable.


           INDUSTRY GUIDE 3 - ITEM VI. RETURN ON EQUITY AND ASSETS

           This information contained in the Annual Report, which is filed as
           Exhibit 13, under the caption "Comparative Summary of Selected
           Financial Data" on page 26 is incorporated by reference.

           INDUSTRY GUIDE 3 - ITEM VII. SHORT-TERM BORROWINGS

           During the years ended December 31, 2002 and 2001, the Company had no
           short-term borrowings outstanding whose average balance outstanding
           was greater than 30% of shareholder's equity at the end of each
           respective year.

ITEM 2. DESCRIPTION OF PROPERTY.

The Bank currently leases and operates three offices, including its main office:

1.    Wooster Main Office, 305 West Liberty Street, Wooster, Ohio, 44691
      (capital lease)

2.    Canton Branch Office, 4026 Dressler Road N.W., North Canton, Ohio, 44735
      (operating lease)

3.    Millersburg Branch Office, 225 North Clay Street, Millersburg, Ohio, 44654
      (capital lease)

On October 10, 2001, the Company agreed to lease the branch office in
Millersburg from directors and shareholders of the Company. The term of the
lease is fifteen years which commenced upon occupancy of the property in March
2002. Rent is $87,000 annually for the first five years with increases to
$96,000 for years six through ten and to $105,000 for years eleven through
fifteen.

The Bank considers the physical properties it occupies to be in good operating
condition and suitable and adequate for the purposes for which they are being
used.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any pending material legal or administrative
proceedings, other than ordinary routine litigation incidental to the business
of the Company. Further, there are no material legal proceedings in which any
director, executive officer, principal shareholder or affiliate of the Company
is a party or has a material interest that is adverse to the Company. No routine
litigation in which the Company is involved is expected to have a material
adverse impact on the financial position or results of operations of the
Company.


                                       13
<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the security holders in the fourth
quarter of 2002.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information contained in the Annual Report, which is filed as Exhibit 13,
under the caption "Price Range of Common Stock and Dividends" on page 35 is
incorporated by reference.

EQUITY COMPENSATION PLAN TABLE

         The following table summarizes the number of securities to be issued
upon exercise of (a) options granted under the Ohio Legacy Corp Omnibus Stock
Option, Stock Ownership and Long-Term Incentive Plan and (b) warrants granted to
officers, directors and organizers of the Company, and the number of securities
remaining available for future issuance, as of the end of the 2002 fiscal year.
<TABLE>
<CAPTION>

                                                                                             Number of securities
                                                                                              remaining available
                                                                                              for future issuance
                                      Number of securities to       Weighted-average             under equity
                                      be issued upon exercise       exercise price of         compensation plans
                                      of outstanding options           outstanding           (excluding securities
                                           and warrants           options and warrants     reflected in column (a))
                                                (a)                        (b)                        (c)
                                    -------------------------  -------------------------  --------------------------
<S>                                                  <C>         <C>                            <C>

Equity compensation plans
approved by security holders                         234,300(1)   $               10.00                    113,000

Equity compensation plans not
approved by security holders                             N/A                        N/A                        N/A

</TABLE>

----------

(1) Includes 147,300 warrants granted to directors and officers of the Company.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

The information contained in the Annual Report, which is filed as Exhibit 13,
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 27 through 33 is incorporated by reference.

ITEM 7. FINANCIAL STATEMENTS.

The Consolidated Financial Statements and the report of Crowe, Chizek and
Company LLP dated February 12, 2003, appearing in the Annual Report, which is
filed as Exhibit 13, on pages 5 through 25 are incorporated by reference.


                                       14
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

No changes in or disagreements with the independent accountants on accounting
and financial disclosure have occurred.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

The information contained in the Definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders of Ohio Legacy Corp ("Proxy Statement") under the
captions "Election of Directors" on pages 1 through 6, "Executive Officers" on
page 15, and "Section 16(a) Beneficial Ownership Reporting Compliance" on pages
11 and 12 is incorporated by reference.

ITEM 10. EXECUTIVE COMPENSATION

The information contained in the Proxy Statement under the caption "Executive
Compensation" on pages 15 and 16 is incorporated by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The information contained in the Proxy Statement under the captions "Security
Ownership of Certain Beneficial Owners" on page 10 and "Stock Ownership of
Management and Certain Beneficial Owners" on page 11 is incorporated by
reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained in the Proxy Statement under the caption "Transactions
with Management and Others" on page 17 is incorporated by reference.



                                       15
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a).  Exhibits
<TABLE>
<CAPTION>

            Exhibit
            Number                                       Description of Document
            ------                                       -----------------------
<S>                           <C>
              3.1*              Articles of Incorporation of Ohio Legacy Corp
              3.2*              Code of Regulations of Ohio Legacy Corp
              4.1*              See Pages 1 through 9 of  Exhibit  3.1 for  provisions  defining  the rights of the
                                holders of common shares
              4.2*              Form of Organizer Stock Purchase Warrant
              4.3*              Form of Public Stock Purchase Warrant
             10.1*              Omnibus Stock Option, Stock Ownership and Long Term Incentive Plan
             10.2**             2002  Amendment to Omnibus Stock Option,  Stock  Ownership and Long Term  Incentive
                                Plan of Ohio Legacy Corp
             10.3*              Employment Agreement with Mr. Douce
             10.4*              Employment Agreement with Mr. Pettit
             10.5*              Lease  Agreement  dated  August 24, 1999 by and among Jack K. and Heidi M. Gant and
                                Ohio Legacy Corp
             10.6*              Lease  Agreement dated November 30, 1999 by and between  Schoeppner  Properties and
                                Ohio Legacy Corp
             10.7***            Employment Agreement with Mr. Boss
             10.8***            Lease  Agreement  dated October 2001 by and between  Shee-Bree's,  L.L.C.  and Ohio
                                Legacy Corp
             10.9               Agreement By And Between Ohio Legacy Bank,  National  Association,  Wooster,  Ohio,
                                and the Office of the Comptroller of the Currency, dated June 18, 2002
             11                 Statement  Regarding  Computation of Per Share Earnings  (incorporated by reference
                                to page 12 of the 2002 Annual  Report to  Shareholders  filed as Exhibit 13 to this
                                Form 10-KSB)
             13                 2002 Annual Report to Shareholders
             20                 Proxy Statement for the 2003 Annual Meeting of Shareholders
             21                 Subsidiaries of Ohio Legacy Corp
             23                 Consent of Crowe, Chizek and Company LLP
             99.1               Certification  pursuant to U.S.C.  Section 1350 as adopted  pursuant to Section 906
                                of the Sarbanes-Oxley Act of 2002
</TABLE>

*   - Incorporated by reference to Registrant's Form SB-2, File No. 333-38328,
      effective June 1, 2000

**  - Incorporated by reference to Registrant's Form S-8, File No. 333-88842,
      effective May 22, 2002

*** - Incorporated by reference to Registrant's Form 10-KSB for the fiscal
      year ended December 31, 2001, filed with the Securities and Exchange
      Commission on April 1, 2002

     (b)  Reports on Form 8-K

             No reports on Form 8-K were filed during the last quarter of the
period covered by this report.



                                       16
<PAGE>


ITEM 14. CONTROLS AND PROCEDURES.

The management of Ohio Legacy Corp is responsible for establishing and
maintaining effective disclosure controls and procedures, as defined under Rules
13a-14 and 15d-14 of the Securities Exchange Act of 1934. As of December 31,
2002, an evaluation was performed under the supervision and with the
participation of management, including the Chief Executive Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, management concluded that the
Company's disclosure controls and procedures as of December 31, 2002, were
effective in ensuring that information required to be disclosed in this Annual
Report on Form 10-KSB was recorded, processed, summarized and reported within
the time period required by the United States Securities and Exchange
Commission's rules and forms.


Management's responsibilities related to establishing and maintaining effective
disclosure controls and procedures include maintaining effective internal
controls over financial reporting that are designed to produce reliable
financial statements in accordance with accounting principles generally accepted
in the United States. Management assessed the Company's system of internal
controls over financial reporting as of December 31, 2002.Based on this
assessment, management does not believe that, as of December 31, 2002, there
were material weaknesses in its system of internal controls over financial
reporting.

After December 31, 2002, in response to the strong growth in the Company's
assets and an increase in the complexity of the organization, the Company hired
a Chief Financial Officer and an Information Technology Officer. The addition of
these members of management will enhance and continue to improve the Company's
system of internal controls over financial reporting by providing additional
oversight and implementation of policies and procedures related to the Company's
operational and financial reporting systems.




                                       17
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

OHIO LEGACY CORP
-------------------------------
(Registrant)

By:  /s/  L. Dwight Douce
     --------------------------
     L. Dwight Douce, President,
     Chief Executive Officer and Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S>                                                     <C>
By:  /s/ L. Dwight Douce
     --------------------------
     L. Dwight Douce, President, Chief
     Executive Officer and Director

By:  /s/ Eric S. Nadeau
     --------------------------
     Eric S. Nadeau, Chief Financial Officer
     Vice President

By:  /s/ D. William Allen                                 By: /s/ William T. Baker
     --------------------------                               -------------------------------
     D. William Allen, Director                               William T. Baker, Director

By:  /s/ Robert F. Belden                                 By: /s/ J. Edward Diamond
     --------------------------                               -------------------------------
     Robert F. Belden, Director                               J. Edward Diamond, Director

By:  /s/ Scott J.Fitzpatrick                              By: /s/ Randy G. Jones
     --------------------------                               -------------------------------
     Scott J. Fitzpatrick, Director                           Randy G. Jones, Director

By:  /s/ Gregory A. Long                                  By: /s/ Benjamin M. Mast
     --------------------------                               -------------------------------
     Gregory A. Long, Director                                Benjamin M. Mast, Director

By:  /s/    Daniel H. Plumly                              By: /s/ Steven G. Pettit
     --------------------------                               -------------------------------
     Daniel H. Plumly, Director                               Steven G. Pettit, Senior Loan Officer,
     and Secretary                                            President of Stark County Region and Director

By:  /s/ Michael D. Meenan                                By: /s/ Thomas W. Schervish
     --------------------------                               -------------------------------
     Michael D. Meenan, Director                                Thomas W. Schervish, Director
</TABLE>





                                       18
<PAGE>


                                 CERTIFICATIONS

I, L. Dwight Douce, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Ohio Legacy Corp;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and we have:

          a)      designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

          b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

          c)      presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

          b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this annual report whether there were significant changes in internal
          controls or in other factors that could significantly affect internal
          controls subsequent to the date of our most recent evaluation,
          including any corrective actions with regard to significant
          deficiencies and material weaknesses.

Date: March 26, 2003
      ---------------------

/s/ L. Dwight Douce
---------------------------
L. Dwight Douce
President, Chief Executive Officer, and Director



                                       19
<PAGE>


I, Eric S. Nadeau, certify that:

    1.   I have reviewed this annual report on Form 10-KSB of Ohio Legacy Corp;

    2.   Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

    4.  The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         a)       designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

    5.  The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

    6.  The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: March 26, 2003
      ---------------------

/s/ Eric S. Nadeau
---------------------------
Eric S. Nadeau
Chief Financial Officer, Vice President