EXHIBIT
31.3





REPORT OF
MANAGEMENT ON THE COMPANY’S


INTERNAL
CONTROL OVER FINANCIAL REPORTING





March 31,
2009





Management
of Ohio Legacy Corp is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States. Internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are made only in accordance with authorizations of
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of assets that could have a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected.
Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies and procedures
may deteriorate.





Management
of Ohio Legacy Corp, including the Chief Executive Officer and the Chief
Financial Officer, has assessed the Company’s internal control over financial
reporting as of December 31, 2008, based on criteria for effective internal
control over financial reporting described in “Internal Control – Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management has concluded that the
Company’s internal control over financial reporting was effective as of December
31, 2008, based on the specified criteria.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.




/s/
      D. Michael Kramer
              
              
              /s/
      Vanessa M. RichardsD.
      Michael Kramer
              
              
              Vanessa
      M. RichardsPresident
      and Chief Executive Officer
              
              
              Senior
      Vice President andChief Financial Officer