##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 SCHEDULE 14A
 
 þ  o
  o

Preliminary Proxy Statemento

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))þ

Definitive Proxy Statemento

Definitive Additional Materialso

Soliciting Material Pursuant to §240.14a-12
  Ohio Legacy Corp.
 
   
  o

No fee required.o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)

Title of each class of securities to which transaction applies:(2)

Aggregate number of securities to which transaction applies:(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):(4)

Proposed maximum aggregate value of transaction:(5)

Total fee paid:
 o

Fee paid previously with preliminary materials.o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
 (1)

Amount Previously Paid:(2)

Form, Schedule or Registration Statement No.:(3)

Filing Party:(4)

Date Filed:




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TABLE OF CONTENTS  NOTICE OF ANNUAL MEETING OF SHAREHOLDERSPROXY STATEMENTVOTING INFORMATIONPROPOSAL 1EXECUTIVE OFFICERSCOMPENSATION OF DIRECTORSCOMPENSATION OF EXECUTIVE OFFICERSSECURITY 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 2009 ANNUAL MEETINGOTHER MATTERS    Table of Contents  OHIO LEGACY CORP  2375 BENDEN DRIVE SUITE C  WOOSTER, OHIO 44691
 
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
   1.
    
    To elect five (5) Class II directors to serve until the 2010 Annual
meeting and until their successors are 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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OHIO LEGACY CORP  2375 BENDEN DRIVE SUITE C  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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Nominees to the Board of Directors
 Class II Directors  Term ending in 2010
 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
  D. Michael Kramer  Director since 2006, President and CEO of the Company
  Director Nominee, Director of Ohio Legacy Bank since 1999, Independent
  - 3 -




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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, independent, Chairman and Secretary
  D. William Allen ( 56)  Director since 1999, Independent
  Scott J. Fitzpatrick  Director since 1999, Independent
  - 4 -




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EXECUTIVE OFFICERS
     th
 th
 - 5 -




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COMPENSATION OF DIRECTORS
 Director Compensation
  Corp.GovernanceBoard
    
    Asset
    
    Audit &
    
    and
    
    Credit RiskMeeting
    
    Liability
    
    Compliance
    
    Nominating
    
    Management
    
    Compensation
    
    Executive
    
    InvestmentChairman of the Board
    
    $
    1,000Director
    
    $
    250Committee Chair
    
    
    N/A
    
    
    
    *
    
    
    $
    300
    
    
    $
    200
    
    
    
    *
    
    
    $
    200
    
    
    $
    200
    
    
    
    *Committee Member
    
    
    N/A
    
    
    $
    150
    
    
    $
    200
    
    
    $
    150
    
    
    $
    150
    
    
    $
    150
    
    
    $
    150
    
    
    $
    150
 
 *
    
    Denotes committees chaired by Executives of the Company  FeesEarned
    
    
    
    
    
    2007 Optionor Paid
    
    Stock
    
    Grant Fair
    
    Totalin Cash
    
    Awards
    
    Value as of
    
    2007 CompensationName
    
    ($)
    
    ($)
    
    Grant Date
    
    ($)D. William Allen
    
    
    5,300
    
    
    NA
    
    
    0
    
    
    
    5,300William T. Baker (2)
    
    
    1,450
    
    
    NA
    
    
    0
    
    
    
    1,450Robert F. Belden
    
    
    4,750
    
    
    NA
    
    
    0
    
    
    
    4,750J. Edward Diamond
    
    
    6,350
    
    
    NA
    
    
    0
    
    
    
    6,350Scott J. Fitzpatrick
    
    
    5,850
    
    
    NA
    
    
    0
    
    
    
    5,850Randy Jones (2)
    
    
    1,600
    
    
    NA
    
    
    0
    
    
    
    1,600Gregory A. Long
    
    
    8,550
    
    
    NA
    
    
    0
    
    
    
    8,550Daniel H. Plumly
    
    
    13,500
    
    
    NA
    
    
    0
    
    
    
    13,500Thomas W. Schervish (2)
    
    
    4,000
    
    
    NA
    
    
    0
    
    
    
    4,000Melvin J. Yoder
    
    
    4,300
    
    
    NA
    
    
    0
    
    
    
    4,300
 
 (1)
    
    The aggregate number of outstanding options and warrants for
each of the above are: Allen  17,000, Belden  22,000, Diamond 
24,000, Fitzpatrick  25,000, Long  25,000, Plumly  58,500,
Schervish  25,000 and Yoder  4,000.(2)
    
    Messrs. Baker, Jones and Schervish are reported as members of
the Board of Ohio Legacy Bank, N.A. Messrs. Baker and Jones
resigned from the Ohio Legacy Bank board in the second quarter of
2007.  - 6 -




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- 7 -




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COMPENSATION OF EXECUTIVE OFFICERS
 Compensation Discussion and Analysis
 Compensation Objectives
  Compensation Components
  Base Salary
  Incentive Plans
  - 8 -




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Long Term Incentives
  Other Post-Employment Benefits
  Tax Deductibility of Executive Compensation
  Other Benefits and Perquisites
  Potential Payments upon Termination or Change in Control
    - 9 -




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- 10 -




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Summary Compensation Table
 Change inPension ValueandNonqualified
    
    
    All OtherNon Equity
    
    
    Deferred
    
    
    Comp-Salary
    
    
    Bonus
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    ensationName and Principal
    
    
    
    
    
    ($)
    
    
    ($)
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    ($)
    
    
    TotalPosition
    
    Year
    
    
    (1)(5)
    
    
    (2)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (3)(4)(5)
    
    
    ($)D. Michael Kramer
    
    
    2007
    
    
    
    200,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    7,849
    
    
    
    207,849President and
Chief Executive
OfficerSteven G. Pettit (6)
    
    
    2007
    
    
    
    140,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    11,685
    
    
    
    151,685Former Senior Lending
Officer and
President 
Stark County RegionL. Dwight Douce (6)
    
    
    2007
    
    
    
    36,610
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    799
    
    
    
    37,409Former Executive Vice
PresidentScott Dodds
    
    
    2007
    
    
    
    130,000
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    130,000Senior Vice
President 
Chief Banking OfficerRobert E. Boss (6)
    
    
    2007
    
    
    
    83,157
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    3,156
    
    
    
    86,313Former Senior Vice
President of
Commercial Lending
and President 
Holmes
County RegionGregory Spradlin
    
    
    2007
    
    
    
    103,914
    
    
    
    
    
    
    
    N/A
    
    
    
    5,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    19,279
    
    
    
    142,043Senior Vice President 
Chief Credit OfficerDerek Williams
    
    
    2007
    
    
    
    96,500
    
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    972
    
    
    
    97,472Senior Vice President 
Chief Deposit Officer
 
 (1)
    
    Mr. Kramer will receive no increase in base salary for 2008.(2)
    
    Bonus amounts are reported in the year in which they are earned. Payment is made to the
executive in the following fiscal year.(3)
    
    Includes employer match on 401(k) as follows: Kramer  $2,007, Pettit  $1,514, Douce   $414,
Williams  $972.(4)
    
    Includes dues for country club membership as follows: Kramer  $5,842, Douce  $386, Pettit -
$4,015 and Boss  $3,156.(5)
    
    Other annual compensation includes taxable fringe benefits for automobile and living expenses
of $19,279 for Mr. Spradlin.(6)
    
    Mr. Douce retired from the Company effective January 24, 2007. His retirement terminated any
and all previous agreements concluded between Mr. Douce and the Company. Mr. Boss resigned
from the Company effective September 21, 2007. His resignation terminated any and all
existing agreements concluded between Mr. Boss and the Company. Mr. Pettit resigned from the
Company effective December 31, 2007. His resignation terminated any and all agreements
concluded between Mr. Pettit and the Company.  - 11 -




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##### Table of Contents



Option Grants In Last Fiscal Year
  Grants of Plan Based Awards
 All Other
    
    
    All OtherStock
    
    
    Option Awards:Awards:
    
    
    Number ofEstimated future Payouts
    
    
    Number
    
    
    SecuritiesUnder Equity Incentive
    
    
    of Shares
    
    
    Under-
    
    
    Exercise or BasePlan Awards
    
    
    of Stock
    
    
    lying
    
    
    PriceMaximum
    
    
    or Units
    
    
    Options
    
    
    of Option AwardsNamed Executive
    
    Grant Date
    
    
    Target (#)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    ($/Sh)D. Michael Kramer
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AScott Dodds
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/AGregory Spradlin
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    $  8.28Derek Williams
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
 Aggregated Option Exercises and Fiscal Year-End Option Value Table
   - 12 -




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Outstanding Equity Awards at Fiscal Year-End
 EquityIncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    OptionUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Exercise
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Unearned
    
    
    Price
    
    
    ExpirationNamed Executive
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    ($)
    
    
    DateD. Michael Kramer
    
    
    15,000
    
    
    
    
    
    
    
    N/A
    
    
    
    12.000
    
    
    
    4/28/2015
    
    
    
    4,000
    (1)
    
    
    N/A
    
    
    
    9.523
    
    
    
    5/16/2016Steven G. Pettit
    
    
    10,000
    (5)
    
    
    
    
    
    
    N/A
    
    
    
    10.000
    
    
    
    3/31/20085,000
    (5)
    
    
    
    
    
    
    N/A
    
    
    
    8.500
    
    
    
    3/31/20084,000
    (5)
    
    
    
    
    
    
    N/A
    
    
    
    12.000
    
    
    
    3/31/20084,000
    (5)
    
    
    
    
    
    
    N/A
    
    
    
    12.000
    
    
    
    3/31/2008Gregory Spradlin
    
    
    
    
    
    
    5,000
    (4)
    
    
    N/A
    
    
    
    8.280
    
    
    
    5/1/2017Scott Dodds
    
    
    
    
    
    
    3,000
    (3)
    
    
    N/A
    
    
    
    9.050
    
    
    
    7/19/2016Derek Williams
    
    
    
    
    
    
    5,000
    (2)
    
    
    N/A
    
    
    
    9.220
    
    
    
    10/3/2015
    
    
    
    2,000
    (1)
    
    
    N/A
    
    
    
    9.523
    
    
    
    5/6/2016
 
      Pension Benefits
  Nonqualified Deferred Compensation
  Compensation Committee Composition and Data Sources
  Consumers Bancorp Incorporated
    
    Minerva, OHCSB Bancorp
    
    Millersburg, OHKillbuck Bancshares Incorporated
    
    Killbuck, OHNational Bancshares Corporation
    
    Orrville, OHWayne Savings Bancshares
    
    Wooster, OHWestern Reserve Bancorp
    
    Medina, OH
 - 13 -




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Compensation Committee Report
  Robert F. Belden, Chairperson
D. William Allen
J. Edward Diamond
 - 14 -




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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 Security Ownership of Management and Directors
  Common SharesUnderlyingCommon
    
    
    Warrants andShares
    
    
    Options
    
    
    
    
    
    
    PercentBeneficially
    
    
    Exercisable
    
    
    
    
    
    
    OfName
    
    Owned
    
    
    Within 60 Days
    
    
    Total
    
    
    ClassD. William Allen
    
    
    13,000
    
    
    
    17,000
    
    
    
    30,000
    
    
    
    1.2
    %Robert F. Belden
    
    
    109,700
    
    
    
    22,000
    
    
    
    131,700
    
    
    
    5.4J. Edward Diamond
    
    
    175,000
    
    
    
    24,000
    
    
    
    199,000
    
    
    
    8.1Scott E. Dodds
    
    
    2,500
    
    
    
    
    
    
    
    2,500
    
    
    
    *Scott J. Fitzpatrick
    
    
    90,000
    
    
    
    25,000
    
    
    
    115,000
    
    
    
    4.7D. Michael Kramer
    
    
    12,950
    
    
    
    15,000
    
    
    
    27,950
    
    
    
    1.1Gregory A. Long
    
    
    46,658
    
    
    
    25,000
    
    
    
    71,658
    
    
    
    2.9Steven G. Pettit
    
    
    18,300
    
    
    
    23,000
    
    
    
    41,300
    
    
    
    1.7Daniel H. Plumly
    
    
    35,679
    
    
    
    58,500
    
    
    
    94,179
    
    
    
    3.8Thomas Schervish
    
    
    64,154
    
    
    
    25,000
    
    
    
    89,154
    
    
    
    3.6Gregory Spradlin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *Derek Williams
    
    
    6,500
    
    
    
    
    
    
    
    6,500
    
    
    
    *Melvin J. Yoder
    
    
    2,150
    
    
    
    4,000
    
    
    
    6,150
    
    
    
    *All Directors and Executive
Officers as a Group (13 persons)
    
    
    576,591
    
    
    
    238,500
    
    
    
    815,091
    
    
    
    33.2
    %
 
 *
    
    - Ownership less than 1% - 15 -




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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 (4)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 06830Robert F. Belden (2)
    
    
    109,700
    
    
    
    22,000
    
    
    
    131,700
    
    
    
    5.9P.O. Box 20910
Canton, Ohio 44701James R. Smail (3)
    
    
    119,978
    
    
    
    - 0 -
    
    
    
    119,978
    
    
    
    5.4
    %2285 Eagle Pass
Wooster OH 44691
 
 (1)
    
    Obtained ownership share through NASDAQ Corporate Services
Network.(2)
    
    Obtained ownership share through direct contact with the
Company.(3)
    
    Obtained ownership share from Schedule 13D filed December 20, 2007 by James R. Smail;
includes 65,000 shares held by J.R. Smail Inc. over which Mr; Smail has sole voting and
dispositive power.(4)
    
    Calculated based on the number of shares outstanding as of
March 1, 2008. 
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    - 16 -




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
   
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
   Audit Fees
  - 17 -




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2007
    
    
    2006Audit fees
    
    $
    126,360
    
    
    $
    89,500Audit related fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total audit fees
    
    $
    126,360
    
    
    $
    89,500
 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;§
    
    the board 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.
 - 18 -




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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.
 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
 - 19 -




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§
    
    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(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
  - 20 -




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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
 Communications with Audit Committees
  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 2009 ANNUAL MEETING
    
  
 OTHER MATTERS
  By Order of the Board of DirectorsDaniel H. Plumly
Secretary and Chairman
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##### Table of Contents



OHIO
LEGACY
CORP
 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 HERE
 OHIO LEGACY CORP
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSPrint your name(s) hereSignatureSignature, if jointly heldDate
    
    
    
    

    

,2008NOTE: 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.
 IMPORTANT






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##### Table of Contents



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 24, 2008
This proxy is solicited on behalf of the Board of Directors of Ohio Legacy Corp
  1.
    
    Election of Directors:
    
    FOR
    
    WITHHELDClass II:
    
    01 Robert F. Belden
    
    o
    
    o02 Gregory A. Long
    
    o
    
    o03 Melvin J. Yoder
    
    o
    
    o04 Michael Kramer
    
    o
    
    o05 Thomas W. Schervish
    
    o
    
    o2.
    
    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.